GUARANTY OF COLLECTIONGuaranty of Collection • October 19th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTY OF COLLECTION is made as of August 30, 2010 (this “Agreement”) by Pro-DFJV Holdings LLC, a Delaware limited liability company (the “Guarantor”), to and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”), each of the Lenders (as such term is defined in the Credit Agreement (as defined below)), and any of their respective successors and assigns with respect to the obligations of Simon Property Group, L.P., a Delaware limited partnership (the “Borrower”), in respect of the Loans (as hereinafter defined), and is acknowledged by the Agent, as representative acting on behalf of the Lenders.
CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 8, 2009Contribution Agreement • October 19th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 8, 2009, is made by and among Simon Property Group, Inc., a Delaware corporation (“Parent REIT”), Simon Property Group, L.P., a Delaware limited partnership (“Parent OP”), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP (“Parent Sub,” and together with Parent REIT and Parent OP, the “Parent Parties”), Lightstone Value Plus REIT, LP, a Delaware limited partnership (“LVP OP”), Pro-DFJV Holdings LLC, a Delaware limited liability company (“Pro-DFJV”), Lightstone Holdings, LLC, a Delaware limited liability company (“Lightstone Holdings”), Lightstone Prime, LLC, a Delaware limited liability company (“Lightstone Prime”), BRM, LLC, a New Jersey limited liability company (“BRM”), Lightstone Real Property Ventures Limited Liability Company, a New Jersey limited liability company (“LRPV”), PR Lightstone Manager, LLC, a Delaware limited liability company (“PR Manager
AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENTContribution Agreement • October 19th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this “Amendment”), is made by and among Simon Property Group, Inc., a Delaware corporation (“Parent REIT”), Simon Property Group, L.P., a Delaware limited partnership (“Parent OP”), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP (“Parent Sub,” and together with Parent REIT and Parent OP, the “Parent Parties”), Lightstone Prime, LLC, a Delaware limited liability company (“Lightstone Prime”) (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the “Company”).
CAPITAL CONTRIBUTION COMMITMENT AGREEMENTCapital Contribution Commitment Agreement • October 19th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS CAPITAL CONTRIBUTION COMMITMENT AGREEMENT (“Agreement”) is made as of the 30th day of August 2010, by and among Lightstone Value Plus REIT, L.P.(the “Committed Party”), Pro-DFJV Holdings LLC, a Delaware limited liability company (“Pro-DFJV”), Marco LP Units, LLC, a Delaware limited liability company, its successors and assigns, having an address at 225 West Washington Street, Indianapolis, Indiana 46204 (“New Company”), and Simon Property Group, L.P., a Delaware limited partnership, its successors and assigns, having an address at 225 West Washington Street, Indianapolis, Indiana 46204 (“SPGLP”).
AMENDMENT NO. 2 TO THE CONTRIBUTION AGREEMENTContribution Agreement • October 19th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS AMENDMENT NO. 2 TO THE CONTRIBUTION AGREEMENT, made this 28th day of June, 2010 (this “Amendment”), is made by and among Simon Property Group, Inc., a Delaware corporation (“Parent REIT”), Simon Property Group, L.P., a Delaware limited partnership (“Parent OP”), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP (“Parent Sub,” and together with Parent REIT and Parent OP, the “Parent Parties”), Lightstone Prime, LLC, a Delaware limited liability company (“Lightstone Prime”) (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the “Company”). Except as expressly set forth in this Amendment, all capitalized terms used herein shall have the meanings ascribed to them in the Contribution Agreement.
AMENDMENT NO. 3 TO THE CONTRIBUTION AGREEMENTContribution Agreement • October 19th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS ASSIGNMENT, ASSUMPTION AND TERMINATION AGREEMENT, dated as of August 30, 2010 (this “Agreement”), by and between Prime Retail Property Management, LLC, a Delaware limited liability company (the “Assignor”), Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the “Assignee”) and, solely for the purpose of Section 3 hereof, the subsidiaries of the Assignee set forth on the signature pages hereto.
TAX MATTERS AGREEMENTTax Matters Agreement • October 19th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This TAX MATTERS AGREEMENT (the “Agreement”), dated as of August 30, 2010, is made by and among Simon Property Group, Inc., a Delaware corporation (“Parent REIT”), Simon Property Group, L.P., a Delaware limited partnership (“Parent OP”), Marco LP Units, LLC, a Delaware limited liability company (“New Company”), Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the “Company”), Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (“LVP REIT”), Lightstone Value Plus REIT, L.P., a Delaware limited partnership (“LVP OP”), and Pro-DFJV Holdings LLC, a Delaware limited liability company (“Pro-DFJV”), and solely for purposes of Section 14, Lightstone Prime, LLC, a Delaware limited liability company (“Lightstone”), Lightstone Holdings, LLC, a Delaware limited liability company (“Holdings”), BRM, LLC, a New Jersey limited liability company (“BRM”), and David Lichtenstein, an individual with an address at 1985 Cedar Bridge Avenue, Lakewood, N
