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CONTRIBUTION AGREEMENT
among
TOY PROPERTIES ASSOCIATES II
LEPERCQ CORPORATE INCOME FUND L.P.
LEX GP-1, INC.
THE LCP GROUP, L.P.
XXXXXXX X. XXXXX
and
LEXINGTON TOY II TRUST
Dated December 31, 1996
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CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT, dated December 31, 1996 (this
"Agreement"), is entered into among Toy Properties Associates II, a New York
limited partnership ("Toy II"), and Lepercq Corporate Income Fund L.P., a
Delaware limited partnership ("LCIF"), Lex GP-1, Inc. ("Lex GP"), a Delaware
corporation, The LCP Group, L.P. ("LCP"), a Delaware limited partnership,
Xxxxxxx X. Xxxxx, and Lexington Toy II Trust, a New York grantor trust.
W I T N E S S E T H:
WHEREAS, Toy II is the holder of a certain leasehold interest
encumbering, and the owner of certain improvements to, real property located in
Tulsa, Oklahoma (the "Oklahoma Property"), Clackamus, Oregon (the "Oregon
Property"), and Lynwood, Washington (the "Washington Property"), collectively,
the "Properties";
WHEREAS, pursuant to Section 4.02(b) of the Third Amended and
Restated Limited Partnership Agreement of Toy II, as amended, Capital Properties
Associates II, the general partner of Toy II, notified the Toy II limited
partners in a letter dated September 23, 1996 of Toy II's intention to transfer
the Properties to LCIF and provided such limited partners with thirty (30) days
to object to such transfer;
WHEREAS, Toy II limited partners with less than one-half of the
outstanding Units in Toy II have objected to such transfer through the date
hereof;
WHEREAS, the California Public Employees' Retirement System as
mortgagee under the Mortgage by Toy II to the California Public Employees'
Retirement System, in a letter dated November 18, 1996 indicated that it
consented to the transfer;
WHEREAS, Principal Mutual Life Insurance Company, as successor to
First American Title Insurance Company of Oregon, as trustee under the Deed of
Trust of the Oregon Property by Toy II to the California Public Employees'
Retirement System, in a letter dated November 18, 1996 indicated that lenders
with 100% of the outstanding notes consented to the transfer;
WHEREAS, Principal Mutual Life Insurance Company, as successor to
Transamerica Title Insurance Company, as trustee under the Deed of Trust of the
Washington Property by Toy II to the California Public Employees' Retirement
System, in a letter
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dated November 18, 1996 indicated that lenders with 100% of the outstanding
notes consented to the transfer;
WHEREAS, pursuant to the terms and subject to the conditions of
this Agreement, Toy II is exchanging the Property for interests in LCIF ("LCIF
Units") with the terms and conditions set forth in the Fifth Amended and
Restated Agreement of Limited Partnership of LCIF (as amended from time to time,
the "Partnership Agreement") in a transaction which is intended to qualify as a
tax-free transfer of the Properties by Toy II to LCIF under Section 721 of the
Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, immediately following such transfer, LCIF will transfer
the Properties to Lexington Toy II Trust, a New York grantor trust (the "Trust")
for one hundred percent (100%) of the beneficial interests therein;
WHEREAS, The LCP Group, L.P. ("LCP") and Xxxxxxx X. Xxxxx are
contributing their contractual right to receive a two percent fee payable upon
the ultimate sale of the Properties in exchange for an aggregate of 14,775 LCIF
Units to LCIF (which LCIF Units have the same terms and conditions as the LCIF
Units distributed to Toy II) in a transaction that qualifies under Code Section
721;
WHEREAS, LCP and Xxxxxxx X. Xxxxx are contributing their
contractual right to receive a one-half of one percent (1/2%) fee payable upon
the refinancing of the Properties in exchange for an aggregate of 2,645 LCIF
Units to LCIF (which LCIF Units have the same terms and conditions as the LCIF
Units distributed to Toy II) in a transaction that qualifies under Code Section
721;
WHEREAS, LCP will contribute to LCIF its contractual right to
receive management fees from the date hereof through the remainder of the term
of the lease of the Properties from Toy II to Toys 'R' Us in exchange for 5,000
LCIF Units (which LCIF Units have the same terms and conditions as the LCIF
Units distributed to Toy II) in a transaction that qualifies under Code Section
721;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the parties hereto hereby
agree as follows:
1. Contribution of the Properties to LCIF. Effective as of the
date hereof, Toy II hereby contributes, transfers and assigns to LCIF all of its
right, title and
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interest in and to the Property subject to any and all liabilities encumbering
such Properties (including the lien created by the Indenture). LCIF hereby
issues to Toy II, in exchange for such contribution, 72,580 units in LCIF (the
"Units"). The Units will provide for all of the rights and obligations more
fully set forth in the Partnership Agreement.
2. Contribution of the Properties to the Trust. Immediately
following the transfer described in paragraph 1, LCIF hereby contributes,
transfers and assigns to the Trust all of its right, title and interest in and
to the Properties subject to any and all liabilities encumbering such Properties
(including the lien created by the Indenture) in exchange for hundred percent
(100%) of the beneficial interests therein.
3. Contribution of Disposition Fee. LCP and Xxxxxxx X. Xxxxx
hereby contribute to LCIF their contractual rights to the fee payable upon the
ultimate sale of the Properties and in exchange LCIF will issue 11,081 LCIF
Units to LCP and 3,694 LCIF Units to Xx. Xxxxx.
4. Contribution of Refinancing Fee. LCP and Xxxxxxx X. Xxxxx
hereby contribute to LCIF their contractual rights to the fee payable upon the
refinancing of the Properties and in exchange LCIF will issue 1,984 LCIF Units
to LCP and 661 LCIF Units to Xx. Xxxxx.
5. Contribution of Management Agreement. LCP, as successor to
Lepercq Management Corporation ("LMC"), hereby contributes its contractual right
pursuant to that certain Partnership Management Agreement dated August 25, 1980
with Toy II to receive management fees for the period from the date hereof
through the end of the term of the lease of the Properties to Toys 'R' Us, Inc.
to LCIF in exchange for 5,000 LCIF Units.
6. Dissolution of Toy II and Admission to LCIF. Pursuant to
Section 7.01(a)(iii) of the Toy Properties Associates II Agreement, Toy
Properties Associates II is dissolved and its interests in LCIF are distributed
in accordance with Exhibit A. Pursuant to Sections 12.1 and 12.2 of the Fifth
Amended and Restated Agreement of Limited Partnership of LCIF, Lex GP hereby
consents to the admission of each of the Toy II limited partners as limited
partners in LCIF.
7. Expenses. Toy II and LCIF agree to each pay fifty percent
(50%) of all costs and expenses attributable to the transfer.
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8. Parties in Interest. Nothing in this Agreement, whether
express or implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any persons or entities other than the parties to it
and their respective successors and assigns, nor is anything in this Agreement
intended to relieve or discharge the obligations or liabilities of any third
persons or entities which are not a party to this Agreement, nor shall any
provision of this Agreement give any third persons or entities any rights of
subrogation or action over against any party to this Agreement.
9. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof,
supersedes all prior and contemporaneous agreements, representations and
understandings of the parties with respect thereto, and may not be modified,
amended or otherwise changes in any manner except by a writing executed by a
duly authorized representative of the party to be charged.
10. Counterparts; Further Assurances. This Agreement may be
executed in multiple counterparts. The parties agree to execute such documents,
stock powers and instruments of assignment and assumption as may be necessary or
expedient to carry out the transactions contemplated by this Agreement.
11. Miscellaneous. This Agreement shall be governed by the laws
of the State of New York without regard to the principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on or as of the date first above written.
TOY PROPERTIES ASSOCIATES II
By: Capital Properties Associates II
By:____________________________
Name:
Title:
LEPERCQ CORPORATE INCOME FUND L.P.
BY: Lex GP-1, Inc.
By:____________________________
Name:
Title:
LEX GP-1, INC.
By:____________________________
Name:
Title:
THE LCP GROUP, L.P.
By: Lepercq Capital Partners
By: Third Lero Corporation
By:____________________________
Name:
Title:
XXXXXXX X. XXXXX
_______________________________
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LEXINGTON TOY II TRUST
By: The LCP Group, L.P., as trustee
By: Lepercq Capital Partners
By: Third Lero Corporation
By:____________________________
Name:
Title:
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EXHIBIT A
PARTNER LCIF UNITS
Capital Properties Associates II 1,452
Xxxxxx, Xxxxxxx X. 854
Xxxxxx, Xxx X. 854
Xxxxxxxx, Xxxxxx 1,707
Xxxxxxx, Xxxxxx X. 1,707
Xxxxxx, Xxxxxxxx X. 1,707
Xxxxxx, Xxxxxx X. 1,707
Xxxxxx, Xxxx X. 1,707
Xxxxxxx, X.X. 3,414
Xxxxx, Xxxxxx 1,707
Xxxxxxx, Xxxxxxxx X. 1,707
Xxxxxx, Xxxxx X. 1,707
Xxxxxxxx, Xxxxx R.C. 1,707
Xxxx, Xxxxxx 1,707
Xxxxxxxx, Xxxxx 1,707
Xxxxxxxx, Xxxxxxxx 1,707
Xxx, Xxxxx 1,707
Xxxxxxxx, Xxxxx X. 1,707
Xxxx, Xxxxx 1,707
Xxxxxxx, Xxxx X. (Jr.) 1,707
Xxxxxxx, Xxxx X. 1,707
Xxxxxx, Xxxxxx X. 1,707
Xxxxxxxx, W.A. 1,707
Xxxxxx, Xxxx Xxx 1,707
Xxxxxxx, Xxxxx Xxxx 1,707
Xxxxxxx, Xxxxxxx 1,707
