AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT

Exhibit 10.4

 

 

 

THIS AMENDMENT NO. 1 TO PURCHASE AND SALE 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”).

 

 

A.            LMLP and the Partnership have previously entered into a certain Purchase and Sale Agreement, dated as of August 10, 2007 (the “Agreement”), having as the subject matter the sale 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 2.17 as follows:

 

2.17  With respect to the Tenant Estoppels identified on Schedule 2.17 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 2.17 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 2.17 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

 

                                      

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:

By: LSAC General Partner LLC

                                                       

By: Lexington TIC OK LLC, its general partner

 

By: Lexington BHI Trust, its general partner

 

By: Lexington BHI Trust, its general partner

 

By: Lexington BHI Trust, its general partner

 

 

By: Lex GP-1 Trust, its general partner

 

By: Lex GP-1 Trust, its general partner

 

 

 

 

 

 

 

 

By: Union Hills Associates II, its managing general partner

By: Lexington Realty Trust, its managing general partner

 

 

 

By: Lexington Westport LLC, its general partner

 

 

 

By: LXP I Trust, its general partner

 

 

By: Lexington Realty Trust, its managing general partner

 

By; Lexington Texas Holdings Manager LLC, its general partner

 

By: Lex GP-1 Trust, its general partner

 

 

 

 

 

Property
Type	Primary Tenant	Address	Net Prorations and Adjustments (See Attached)	Purchase Price	Loans	Sold Assets	Owner	GP/Manager Entity	LMLP Sale Affiliate
Fee interest	American Golf Corporation	11411 N. Kelly Avenue, Oklahoma City, Oklahoma			--	100% membership interest in LSAC Oklahoma City Manager LLC and 100 limited partnership interest in LSAC Oklahoma L.P.	LSAC Oklahoma City L.P.	LSAC Oklahoma Manager LLC	LSAC Operating Partnership L.P.
Leasehold interest	ASML Lithography Holding NV	8555 South River Parkway, Tempe, Arizona			$13,415,219.10	100% membership interest in Lexington Tempe Manager LLC and 100% limited partnership interest in Lexington Tempe L.P.	Lexington Tempe L.P.	Lexington Tempe Manager LLC	Lexington Contributions, Inc.
40% tenancy- in-common interest	AT&T Wireless Services, Inc.	3201 Quail Springs Parkway, Oklahoma City, Oklahoma			$14,748,872.00	100% membership interest in Lexington Oklahoma City Manager LLC	Lexington Oklahoma City L.P.	Lexington Oklahoma City Manager LLC	Lexington TIC OK Holdings L.P.

 

 

 

 

Lease, dated as of September 27, 2000, between Texan Christensen Limited Partnership and Baker Hughes Incorporated, as amended

Lease, dated as of September 27, 2000, between Texan Training Limited Partnership and Baker Hughes Incorporated, as amended

Lease Agreement, dated June 30, 2005, between Lexington Hopkinsville Corp. and Dana Corporation, as amended

Lease Agreement, dated June 30, 2005, between Lexington Owensboro Corp. and Dana Corporation, as amended

Lease Agreement, dated June 30, 2005, between Lexington Dry Ridge Corp. and Dana Corporation, as amended

Lease Agreement, dated June 30, 2005, between Lexington 750 Elizabethtown Corp. and Dana Corporation, as amended

Lease Agreement, dated June 30, 2005, between Lexington 730 Elizabethtown Corp. and Dana Corporation, as amended

Lease Agreement, date d as of March 14, 2003, between LSAC Plymouth L.P. (as successor to Van Vactor LLC by assignment and Bay Valley Foods, LLC (as successor by assignment to Dean Specialty Foods Group, LLC by assignment), as amended and assigned

Honeywell Lease

Lease Agreement, dated November 30, 2005, between LSAC Omaha L.P. and (i)Structure, LLC, as amended

Lease Agreement, dated December 29, 2005, between LSAC Tempe L.P. and (i)Structure, LLC, as amended

Nextel Communications Standard Office Lease Agreement, dated January 30, 2001, between Nextel West Corp. and Lexington Bremerton LLC (as successor to NBS Bremerton, L.L.C. by assignment), as amended and assigned

Office Lease Agreement, dated as of July 13, 2004, between Lexington Sugarland L.P. (as successor to TDC KS, L.P. by assignment) and KS Management Services, LP, as amended and assigned

Lease Agreement, dated as of March 30, 2004, between Acquiport Lenexa LLC (as successor to HP Kansas City, LLC by assignment) and Voicestream PCS II Corporation, as amended and assigned

 

 

 

Lease Agreement, dated as of December 27, 2004, between Acquiport Oakland L.P. (as successor to HP Maine, LLC by assignment) and Omnipoint Holdings, Inc., as amended and assigned

Lease Agreement, dated as of August 5, 2007, between Lexington Redmond LLC (as successor to HP Redmond, LLC by assignment) and Voicestream PCS I LLC, as amended and assigned

Lease Agreement, dated September 28, 1990, between Net 2 Cox (as successor to Net 2 L.P. by assignment) and CoxCom, Inc. (as successor to Robin Cable Systems of Tucson by assignment), as amended and assigned

Lease Agreement, dated as of October 26, 2001, between Lexington Kalamazoo L.P. (as successor to Danacq Kalamazoo LLC by assignment) and Dana Corporation, as amended and assigned

Nextel Communications Standard Office Lease Agreement, dated as of  , between Nextel of Texas Inc. and Lexington Temple L.P. (as successor to NBS Temple, L.L.C. by assignment), as amended and assigned

 

 

 

ORGANIZATIONAL CHART

[omitted from the filing]

 

 

 

RENT ROLL

[omitted from the filing]

 

 

 

TENANT ESTOPPELS

AT&T

Bay Valley Foods

Corning

Huntsinger

Northrop Grumman

Parkway Chevrolet

Montgomery County Mgnt/Sadler

American Golf / Silverhorn

Georgia Power

T-Mobile-Lenexa

Litton Loan / CBASS

T-Mobile-Oakland

Owens Corning-Minneapolis

Nextel-Bremerton

Nextel-Temple

T-Mobile-Redmond

Cox

SKF

ASML

Baker Hughes-Petrolite (Airport)

Baker Hughes-Christensen (Grogans)

Baker Hughes-Training (W.Thorne)

CAE

Dana - Kalamazoo

Dana-730

Dana-750

Dana-Dry Ridge

Dana-Hopkinsville

Dana-Owensboro

Experian

Honeywell

Infocrossing-Omaha

Infocrossing-Tempe

Invensys

Seimens

St. Lukes/Kelsey Seybold

Sygma

Tenneco

Time

 

 

 

PERMITTED EXCEPTIONS

 

 

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