AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT
Exhibit
10.3
EXECUTION
COPY
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (“Amendment”) is made as of
the
20th day of December, 2007, between The Lexington Master Limited Partnership,
a
Delaware limited partnership (“LMLP”), and Net Lease
Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).
RECITALS
A.
LMLP and the Partnership have previously entered into a certain Contribution
Agreement, dated as of August 10, 2007 (the “Agreement”), having as the
subject matter the contribution of property or properties and direct or indirect
interests in owners of property or properties as set forth on Schedule 1
of the
Agreement.
B.
Except as expressly provided herein, all capitalized terms shall have the
same
meanings as set forth in the Agreement.
B.
LMLP and the Partnership desire to modify and amend the Agreement pursuant
to
Section 6.3 of
the Agreement.
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
in
the Agreement and this Amendment and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto
agree as follows:
1.1 Section
1. From and after January 1, 2008, the definition of “Tenant Estoppels”
set
forth in Section 1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
“Tenant
Estoppels” means estoppel certificates dated within 30 days of
a Closing with respect to the Property to which it relates from tenants of
a
Property or Properties, substantially in the form of Exhibit B attached
hereto or in such other form as may be attached to the applicable
Lease.
1.2 Section
2. Section 2 of the Agreement is hereby amended by adding Section
2.16 as follows:
2.16 With
respect to the Tenant Estoppels identified on Schedule 2.16
attached hereto that were executed before the date hereof (the “Existing Tenant
Estoppels”): (i) all payments of rent required to be paid by the Tenant
under each Lease as of December 1, 2007 has been paid, (ii) as of December
14,
2007, the information contained in each of the Existing Tenant Estoppels
is
true, correct and complete in all material respects and (iii) to LMLP’s
knowledge, at the date hereof the information contained in each of the Existing
Tenant Estoppels is true, correct and complete in all material
respects. Notwithstanding anything herein or in the Partnership
Agreement to the contrary, this Section 2.16 shall
become null and void with respect to a Lease and a Tenant Estoppel when a
Tenant
Estoppel dated after the date hereof covering the applicable items in (i),
(ii)
and (iii) of the
immediately
preceding sentence is delivered by LMLP to the Partnership and Inland; provided, however,
that this
Section 2.16
will only become null and void with respect to a Lease if each such Tenant
Estoppel dated after the date hereof is in the same form and substance and
containing substantially the same information (or contains changes having
no
more than a de minimis effect) as its corresponding Existing Tenant Estoppel
except to the extent that any such changes have been disclosed to Inland
and the
Partnership in writing prior to the date hereof.
1.3
Schedule
1. Schedule
1 is hereby
amended by deleting it in its entirety and replacing it with Schedule 1
hereto.
1.4
Schedule
2. Schedule
2 is hereby
amended by deleting it in its entirety and replacing it with Schedule 2
hereto.
1.5
Schedule
2.5. Schedule
2.5 is
hereby amended by deleting it in its entirety and replacing it with Schedule 2.5
hereto.
1.6
Schedule
2.8. Schedule
2.8 is
hereby amended by deleting it in its entirety and replacing it with Schedule 2.8
hereto.
1.7
Schedule
4.2. Schedule
4.2 is
hereby amended by deleting it in its entirety and replacing it with Schedule 4.2
hereto.
1.8
No
Further
Amendment. Except as expressly provided for in this Amendment,
the Agreement is in full force and effect and in accordance with its terms
and
is not further amended.
1.9
Counterparts. This
Amendment may be executed in multiple counterparts and by facsimile signatures,
each of which shall be deemed to be an original, but all of which together,
when
fully executed shall constitute the same Amendment.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on their behalf as of the date first above written.
THE
LEXINGTON MASTER LIMITED
PARTNERSHIP, a Delaware limited Partnership
PARTNERSHIP, a Delaware limited Partnership
By:
Lex
GP-1 Trust, a Delaware statutory trust, its
general partner
general partner
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
NET
LEASE
STRATEGIC ASSETS FUND L.P., a
Delaware limited partnership
Delaware limited partnership
By:
LMLP GP, a Delaware limited
partnership,
its general
partner
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
The
undersigned LMLP Sale Affiliates, severally and solely with respect to
the Sold
Asset or Sold Assets set forth opposite their respective name on Schedule 1 hereto,
agree to sell such Sold Asset or Sold Asset subject to and in accordance
with
the terms and conditions of the Agreement and this Amendment:
Lex-Property
Holdings LLC
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
Xxxxxxx
Sablemart L.P.
By:
Xxxxxxx Sablemart GP LLC
By:
Lex-Property Holdings LLC
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
Chader
Associates LLC
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
Xxxxxxx
MLP Unit LLC
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
Triple
Net Investment Company LLC
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
Lexington
Tennessee Holdings L.P.
By:
Lex
GP-1 Trust, its general partner
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
Lexington
Realty Trust
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
LSAC
Operating Partnership L.P.
By:
LSAC
General Partner LLC
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
Lexington
Acquiport Company II, LLC
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive Vice
President
SCHEDULE
1
|
Property
|
|||||||||
|
Primary
Tenant
|
Address
|
Net
Prorations and
Adjustments (See
Attached) |
Contribution
Value |
Loans
|
Contributed
Asset
|
LMLP
Contribution Affiliate |
Owner
|
GP
Entity
|
Property
Interest
|
|
American
Electric Power |
000
Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxxx |
--
|
100%
interest in Xxxxxxx Elport GP LLC
99%
limited partnership interest in Xxxxxxx Elport L.P.
|
LMLP
LMLP
|
Xxxxxxx
Elport X.X.
|
Xxxxxxx
Elport GP LLC
|
Fee
interest
|
||
|
Entergy
Services, Inc. |
0000
X. Xxxxxxxx Xxxxxx,
Xxxx Xxxxx, Xxxxxxxx |
--
|
100%
interest in Xxxxxxx Bluff GP LLC
99%
limited partnership interest in Xxxxxxx Bluff L.P.
|
Lex-Property
Holdings LLC
LMLP
|
Xxxxxxx
Bluff X.X.
|
Xxxxxxx
Bluff GP LLC
|
Fee
interest
|
||
|
Lithia
Motors |
101
Xxxxxx, Fort Xxxxxxx,
Colorado |
--
|
Fee
title to Property
|
Xxxxxxx
Sablemart X.X.
|
Xxxxxxx
Sablemart L.P.
|
N/A
|
Fee
interest
|
||
|
Raytheon
Company |
0000
Xxxxxxx Xxxx,
Xxxxxxx, Xxxxx |
--
|
1%
general partner interest
60%
limited partnership interest in Eastgar Associates Limited
Partnership
|
Chader
Associates LLC
Xxxxxxx
MLP Unit LLC
|
Eastgar
Associates Limited Partnership(1)
|
N/A
|
Fee
interest
|
||
|
United
Technologies Corp. |
000
X.X. Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx |
--
|
100%
interest in Xxxxxxx Syrcar GP LLC
99%
limited partnership interest in
|
Lex-Property
Holdings LLC
LMLP
|
Xxxxxxx
Syrcar X.X.
|
Xxxxxxx
Syrcar GP LLC
|
Ground
lease
|
||
|
|
|
|
Xxxxxxx
Syrcar
L.P. |
|
|
|
|
||
|
Wachovia
Bank, N.A. |
000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx
|
--
|
100%
interest in Xxxxxxx Croydon GP LLC
99%
limited partnership interest in Xxxxxxx Croydon L.P.
|
Lex-Property
Holdings LLC
LMLP
|
Xxxxxxx
Croydon X.X.
|
Xxxxxxx
Croydon GP LLC
|
Fee
interest
|
||
|
EDS
Information Services, LLC (Electronic Data Systems Corporation) |
0000
Xxxx Xxxx Xxxx,
Xxx Xxxxxx, Xxxx |
$22,761,297.00
|
100%
membership interest in Lexington TNI Des Moines Manager LLC and
100%
limited partnership interest in Lexington TNI Des Moines L.P.
|
LMLP
|
Lexington
TNI Des Moines L.P.
|
Lexington
TNI Des Moines Manager LLC
|
Fee
interest
|
||
|
Advance
PCS, Inc. |
0000
Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxx |
$5,054,329.68
|
100%
membership interest in Lexington Knoxville Manager LLC
|
LMLP
|
Lexington
Knoxville LLC
|
Lexington
Knoxville Manager LLC
|
Fee
interest
|
||
|
Xxxxxx
Xxxxx Company (TRW Automotive) |
1200
& 00000 Xxxx Xxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx |
$10,520,436.70
|
100%
interest in Lexington Livonia L.L.C.
|
LMLP
|
Lexington
Livonia L.L.C.
|
LMLP
|
Fee
interest
|
||
|
Xxxxx
Corning |
000
Xxxxxxx Xxxx,
Xxxxxxx, Xxxxx Xxxxxxxx |
$13,197,624.67
|
100%
interest in Lexington Xxxxxxx Manager, LLC and 100% interest
in Lexington
Xxxxxxx Industrial LLC
|
LMLP
|
Lexington
Xxxxxxx Industrial LLC
|
Lexington
Xxxxxxx Manager LLC
|
Fee
interest
|
||
|
TI
Group
Automotive |
000
Xxxxxxx Xxxxx,
|
$9,781,993.46
|
100%
membership |
LMLP
|
Lexington
|
Lexington
Livonia TI
|
Leasehold
|
|
Systems,
LLC (TI Automotive LTD) |
Livonia,
Georgia
|
|
interest
in Lexington Livonia TI Manager LLC and 100% limited partnership
interest
in Lexington Livonia TI L.P.
|
|
Livonia
TI L.P.
|
Manager
LLC
|
interest
|
||
|
Unisource
Worldwide, Inc. |
000
Xxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx |
--
|
Fee
interest
|
LMLP
|
NLSAF
Jacksonville L.P.
|
NLSAF
Jacksonville GP LLC
|
Fee
interest
|
||
|
Voicestream
PCS II (T- Mobile USA, Inc.) |
0000
Xxxx Xxxxxxxxx
Xxxxx, Xxxxxxxx, Xxxxx |
$10,079,315.38
|
100%
membership interest in Acquiport Meridian Manager LLC
|
LMLP
|
Acquiport
Meridian LLC
|
Acquiport
Meridian Manager LLC
|
Fee
interest
|
||
|
Voicestream
PCS II (T- Mobile USA, Inc.) |
0000
Xxx Xxxxxxx,
Xxxxxxx, Xxxxx |
$6,282,487.42
|
100%
membership interest in Lexington Mission Manager LLC and 99.5%
limited
partnership interest in Lexington Mission L.P.
|
LMLP
|
Lexington
Mission L.P.
|
Lexington
Mission Manager LLC
|
Fee
interest
|
(1)
LMLP indirectly holds the sole general partner interest and a 60% limited
partnership interest in Eastgar Associates Limited Partnership.
SCHEDULE
2
Amended
and Restated Sublease Agreement, dated January 15, 1985, between Xxxxxxx
Syrcar
L.P. (as successor to Stemp Leasing Corp.) and Essex Group, Inc.,. as amended
and assigned
Agreement
of Sublease, dated as of October 1, 2004, between Lexington Livonia TI L.P.
(as
successor to XX Xxxx County, LLC by assignment) and TI Group Automotive Systems,
LLC, as amended and assigned
Lease
Agreement, dated as of December 15, 2003, between Acquiport Meridian LLC
(as
successor to HP Boise, LLC by assignment) and Voicestream PCS Holding, LLC,
as
amended and assigned
Lease
Agreement, dated as of June 2, 2003, between Lexington Mission L.P. (as
successor to CentraTek L.P. by assignment) and T-Mobile West Corporation,
as
amended and assigned
SCHEDULE
2.5
ORGANIZATIONAL
CHART
[omitted
from the filing]
SCHEDULE
2.8
RENT
ROLL
[omitted
from the filing]
SCHEDULE
2.16
TENANT
ESTOPPELS
|
T-Mobile-Meridian
|
|
TI
Automotive
|
|
American
Electric
|
|
Entergy-Pine
Bluff
|
|
Lithia
Motors
|
|
Wachovia
|
|
EDS
|
|
T-Mobile-Mission
|
|
Xxxxx
Corning-Chester
|
|
Unisource
|
|
TRW/Xxxxxx
Xxxxx
|
|
AdvancePCS
|
|
Raytheon
|
|
United
Tech-Franklin
|
SCHEDULE
4.2
PERMITTED
EXCEPTIONS
[omitted
from the filing]
