AMENDMENT NO. 1 TO
CONTRIBUTION
AGREEMENT
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
By:
Lex GP-1 Trust, a Delaware statutory trust, its
general partner
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
NET
LEASE STRATEGIC ASSETS FUND L.P., a
Delaware limited partnership
By:
LMLP GP, a Delaware limited
partnership, its general
partner
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
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/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
Newkirk Sablemart L.P.
By:
Newkirk Sablemart GP LLC
By:
Lex-Property Holdings LLC
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
Chader Associates LLC
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
Newkirk MLP Unit LLC
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
Triple Net Investment Company LLC
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
Lexington Tennessee Holdings L.P.
By:
Lex GP-1 Trust, its general partner
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
Lexington Realty Trust
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
LSAC Operating Partnership L.P.
By:
LSAC General Partner LLC
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
Lexington Acquiport Company II, LLC
By:
/s/ Brendan P.
Mullinix
Name:
Brendan P.
Mullinix
Title:
Executive Vice
President
