0001104659-23-113533 Sample Contracts

ADVISORY AGREEMENT dated as of November 1, 2023 between Net Lease Office Properties and
Advisory Agreement • November 2nd, 2023 • Net Lease Office Properties • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”) is made as of November 1, 2023 (the “Effective Date”) by and between Net Lease Office Properties, a Maryland real estate investment trust (the “Company”), and W. P. Carey & Co. B.V., a Dutch limited liability company (together with its permitted assignees, the “Advisor”).

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TAX MATTERS AGREEMENT BY AND BETWEEN W. P. CAREY INC. AND NET LEASE OFFICE PROPERTIES DATED AS OF OCTOBER 31, 2023
Tax Matters Agreement • November 2nd, 2023 • Net Lease Office Properties • Real estate investment trusts • New York

This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 31, 2023, is by and between W. P. Carey Inc., a Maryland corporation (“WPC”), and Net Lease Office Properties (“NLOP”), a Maryland real estate investment trust and wholly-owned subsidiary of WPC. Each of WPC and NLOP (and, solely with respect to Section 2.1(a)(iv) and Sections 1(b) and 3 of Appendix B, NLO Mezzanine Borrower LLC (“Mezz Borrower”)) is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Separation and Distribution Agreement dated as of October 31, 2023 by and among WPC and NLOP (the “Separation and Distribution Agreement”).

SEPARATION AND DISTRIBUTION AGREEMENT by and between W. P. Carey Inc. and NET LEASE OFFICE PROPERTIES dated as of October 31, 2023
Separation and Distribution Agreement • November 2nd, 2023 • Net Lease Office Properties • Real estate investment trusts • New York

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 31, 2023, by and between W. P. Carey Inc., a Maryland corporation (“WPC”), and Net Lease Office Properties, a Maryland real estate investment trust and wholly owned subsidiary of WPC (“NLOP”). WPC and NLOP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

AMENDMENT TO MEZZANINE LOAN AGREEMENT
Mezzanine Loan Agreement • November 2nd, 2023 • Net Lease Office Properties • Real estate investment trusts

This Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of November 1, 2023, is between JPMorgan Chase Bank, N.A., having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and/or permitted assigns, “Lender”) and NLO MEZZANINE BORROWER LLC, having its principal place of business at c/o W. P. Carey Inc., One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10001 (“Borrower”).

AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 2nd, 2023 • Net Lease Office Properties • Real estate investment trusts

This Amendment to Loan Agreement (this “Amendment”), dated as of November 1, 2023, is between JPMorgan Chase Bank, N.A., having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and/or permitted assigns, “Lender”) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO, each having its principal place of business at c/o W. P. Carey Inc., One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10001 (each, an “Individual Borrower” and collectively, “Borrower”).

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