AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCORD DEBT HOLDINGS LLC
AMENDMENT
NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT
AGREEMENT
OF
CONCORD
DEBT HOLDINGS LLC
AMENDMENT
NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT, made as of the 7th day of January,
2008 by and among WRT REALTY L.P., a Delaware limited partnership (“WRT”), THE
LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership
(“Lexington”), and AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, and
WRP MANAGEMENT LLC, a Delaware limited liability company (the “Administrative
Manager”).
RECITALS:
WHEREAS,
WRT, Lexington and the
Administrative Manager are party to that certain Amended and Restated Limited
Liability Company Agreement of Concord Debt Holdings LLC, dated as of September
21, 2007 (the “Operating Agreement”);
WHEREAS,
WRT, Lexington and the
Administrative Manager desire to amend the Operating Agreement as hereinafter
provided;
NOW,
THEREFORE, in consideration of the covenants and conditions set forth in
this
Agreement, the parties agree as follows.
1.
Capitalized
Terms. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Operating
Agreement.
2.
Amendments to
Agreement. The Operating Agreement is hereby amended as
follows:
a.
Section 1.1 is hereby amended by restating the definitions of “Investment
Entities” and “Maximum Capital Contribution” in their entirety as
follows:
Investment
Entities: 111 Debt Acquisition LLC, a Delaware limited
liability company, 111 Debt Acquisition - Two LLC, a Delaware limited liability
company, 111 Debt Acquisition-Three LLC, a Delaware limited liability company,
111 Debt Acquisition-Xxxxxx LLC, a Delaware limited liability company, 111
Debt
Acquisition-Green Two LLC, a Delaware limited liability company and 111 Debt
Acquisition-UBS LLC, a Delaware limited liability company, each of which
will be
formed for the sole purpose of acquiring and disposing of Loan Assets, together
with such other entities that may be owned, in whole or in part, by the Company,
and their respective subsidiaries, if any.
Maximum
Capital
Contribution: With respect to each Member,
$162,500,000.
b.
Section 3.2 is hereby restated in its entirety to read as follows:
3.2
Investment
Committee. (a) The Members hereby establish an
investment committee (the “Investment Committee”) which Investment Committee
shall consist of seven individuals: each Member shall appoint three
members, and the Administrative Manager shall appoint one member.
(b)
Except as otherwise expressly provided in this Agreement, all decisions with
respect to any matter set forth in this Agreement or otherwise affecting
or
arising out of the conduct of the business of the Company shall be made by
the
affirmative vote of at least two members of the Investment Committee appointed
by WRT and at least two members of the Investment Committee appointed by
Lexington, without limitation:
(i)
all acquisitions and dispositions of Loan Assets by an Investment Entity
with an
initial value or purchase price of $20,000,000 or more (a “IC
Transaction”);
(ii)
the entering into of an Investment Entity Loan;
(iii)
the payment of any fees to a Member, the Administrative Manager or an Affiliate
thereof except as contemplated by Section 3.6 hereof;
(iv)
the retention of accountants or Xxxxxxxx-Xxxxx consultants on behalf of the
Company or an Investment Entity.
3.
Miscellaneous. (a)
Except as modified hereby, the Operating Agreement remains in full force
and
effect and the provisions thereof are hereby ratified and
confirmed.
(b)
All references in the Operating Agreement to “this Agreement”, “hereunder”,
“hereto” or similar references, and all references in all other documents to the
Agreement shall hereinafter be deemed references to the Agreement as amended
hereby.
(c)
This Amendment may be executed in one or more counterparts, all of which
together shall for all purposes constitute one amendment, binding on all
parties
hereto, notwithstanding that the parties have not signed the same
counterparts.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first written.
WRT
REALTY L.P.
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By:
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Winthrop
Realty Trust
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|
General
Partner
|
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By_/s/
Xxxxx
Braverman____________
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Xxxxx
Xxxxxxxxx
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President
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By:
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Lex
GP-1 Trust
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|
General
Partner
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By__/s/
X. Xxxxxx
Eglin____________
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X.
Xxxxxx Eglin
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Chief
Executive Officer
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WRP
MANAGEMENT LLC
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By__/s/
Xxxxxxx X.
Ashner________________
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Xxxxxxx
X. Xxxxxx
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Chief
Executive Officer
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