AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPExchange Rights Agreement • May 24th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LP (this “Agreement”), dated as of April 22, 2005, is entered into by and among LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), LIGHTSTONE VALUE PLUS REIT LLC, a Delaware limited liability company, as limited Partner (the “Initial Limited Partner”) and, LIGHTSTONE SLP, LLC, a Delaware limited liability company, as special general partner (the “Special General Partner”), and the Limited Partners party hereto from time to time.
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILINGLightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • Nebraska
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (this “Security Instrument”) dated as of December 20, 2006, by LVP OAKVIEW STRIP CENTER LLC, a Delaware limited liability company, as trustor (hereinafter, “Borrower”), having its chief executive offices c/o The Lightstone Group, 326 Third Street, Lakewood, New Jersey 08701, ”), to Robert M. Gonderinger, a member of the Nebraska State Bar Association, as Trustee (“Trustee”), whose address is 2120 South 72nd Street, Suite 1200, Omaha, Nebraska 68124, for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as beneficiary (“Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.
LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 30,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENT APRIL 22, 2005Dealer Manager Agreement • May 24th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
Lightstone Value Plus Real Estate Investment Trust, Inc. (the “Company”), a Maryland corporation, intends to qualify as a real estate investment trust (a “REIT”) under federal income tax laws. The Company was formed on June 8, 2004, and is governed by the By-Laws (the “By-Laws”) and the Articles of Incorporation, (the “Articles”) in the form included as Exhibits to the Registration Statement, as described in Section 1(a) hereof (such By-Laws and Articles being hereinafter referred to as the “Organizational Documents”). The advisor to the Company is Lightstone Value Plus REIT LLC, a Delaware limited liability company (the “Advisor”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Articles.
FORM OF SOLICITING DEALERS AGREEMENT LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.Soliciting Dealers Agreement • April 4th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New Jersey
We have entered into an agreement (the “Dealer Manager Agreement”) which is a part hereof and attached hereto, with Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of Common Stock (the “Shares”) in the Company. The Company is offering to the public an aggregate maximum of up to 30,000,000 Shares at a price of $10 per Share on a “best efforts” basis, up to 4,000,000 Shares issued pursuant to the Distribution Reinvestment Program at a price of $9.50 per Share, up to 600,000 warrants (the “Warrants”), which may be issued to either us or you, and the 600,000 Shares issuable on exercise of the Warrants (the “Offering”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Registration Statement.
ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., LIGHTSTONE VALUE PLUS REIT LP and LIGHTSTONE VALUE PLUS REIT LLCAdvisory Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Advisory Agreement (this “Agreement”) dated as of April 22, 2005 is among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a Delaware limited partnership (the “OP”), and Lightstone Value Plus REIT LLC, a Delaware limited liability company (the “Advisor”). The Company and the OP are sometimes referred to herein collectively as the “Advisees” and each individually as an “Advisee.”
FORM OF MANAGEMENT AGREEMENTManagement Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This management agreement (this “Management Agreement”) is made and entered into as of the 22nd day of April, 2005, by and among LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “Company”), LIGHTSTONE VALUE PLUS REIT LP, a Delaware limited partnership (the “OP”, and together with the Company, the “Owner”), and LIGHTSTONE VALUE PLUS REIT MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
CARRIAGE PARK MI LLC., as Mortgagor To CITIGROUP GLOBAL MARKETS REALTY, INC., as Mortgagee MORTGAGELightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
THIS MORTGAGE CONSTITUTES A FUTURE ADVANCE MORTGAGE AND SECURES FUTURE ADVANCES UNDER ACT 348 OF THE PUBLIC ACTS OF 1990, AS AMENDED (MCLA §565.901, ET SEQ.) UNDER MICHIGAN LAW.
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.
GUARANTYLightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
THIS GUARANTY (“Guaranty”) is executed as of March 31, 2006, by LIGHTSTONE HOLDINGS, LLC, a Delaware limited liability company ("Guarantor”), for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).
EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of June __, 2008, is entered into by and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 600,000 SHARES OF COMMON STOCK $.01 PAR VALUE WARRANT PURCHASE AGREEMENT April 22, 2005Warrant Purchase Agreement • May 24th, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Warrant Purchase Agreement (the “Agreement”) is made by and between Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”) and Lightstone Securities, LLC, a New York limited liability company (the “Warrantholder”).
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”), dated as of June 26, 2008, by and between ARBOR NATIONAL CJ, LLC, a New York limited liability company (“Transferor”), and LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“Transferee”).
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 AGREEMENTThe Contribution Agreement • October 22nd, 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”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of June 30, 2006, by SCOTSDALE MI LLC (“Scotsdale”), CARRIAGE PARK MI LLC (“Carriage Park”), MACOMB MANOR MI LLC (“Macomb Manor”), and CARRIAGE HILL MI LLC (“Carriage Hill”), each a Delaware limited liability company, having its principal place of business c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (hereinafter collectively referred to as the “Borrower”; references herein to the Borrower unless otherwise specifically stated, shall also mean and refer to each and every one of Scotsdale, Carriage Park, Cherry Hill, Macomb Manor and Carriage Hill, jointly and severally), LIGHTSTONE HOLDINGS LLC, a Delaware limited liability company, having an office at 326 Third Street, Lakewood, New Jersey 08701 (“Principal”; Borrower and Principal, collectively, are referred to herein as “Indemnitor”), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an office at 388 Green
GUARANTYGuaranty • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Nebraska
THIS GUARANTY (“Guaranty”) is executed as of December 20, 2006, by LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (“Guarantor”) for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, and its successors and assigns (“Lender”).
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • February 22nd, 2005 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • California
Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) its common stock (the “Stock”) pursuant to a Registration Statement on Form S-11 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”). Lightstone Securities, LLC, a Delaware limited liability Company (the “Dealer Manager”), will act as dealer manager for the Offering. The Company is entering into this agreement with Trust Company of America (the “Escrow Agent”) to set forth the terms on which you, as Escrow Agent, will hold and disburse the proceeds from subscriptions from the purchase of Stock in the Offering until such time as subscriptions from non-affiliates of the Company have been received for at least 1,000,000 shares of Stock, resulting in total minimum capital raised of $10,000,000 (subject to any applicable volume discounts) within one year from the date of the prospectus conta
ContractLightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
MORTGAGE AND SECURITY AGREEMENT UNITED STATES OF AMERICAMortgage and Security Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
BE IT KNOWN, that on the 31st day of January, 2007, to be effective on February 1, 2007, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State Parish aforesaid, of LVP Gulf Coast Industrial Portfolio LLC, and in the presence of the undersigned competent witnesses, personally came and appeared:
EXCEPTIONS TO NON-RECOURSE GUARANTYNon-Recourse Guaranty • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This EXCEPTIONS TO NON-RECOURSE GUARANTY (this “Guaranty”) is entered into as of June 30, 2006, by LIGHTSTONE HOLDINGS, LLC, a Delaware corporation, having an address at 326 Third Street, Lakewood, New Jersey 08701 (“Guarantor”), for the benefit of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013, and/or any subsequent holder of the Note (“Lender”).
CONTRIBUTION AGREEMENTContribution Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 30th day of June, 2006 by and among SCOTSDALE MI LLC (“Scotsdale”) , CARRIAGE PARK MI LLC(“Carriage Park”), MACOMB MANOR MI LLC (“Macomb Manor”), and CARRIAGE HILL MI LLC (“Carriage Hill”), each a Delaware limited liability company, having its principal place of business c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (hereinafter collectively referred to as the “Co-Obligors”; references herein to the “Co-Obligors,” unless otherwise specifically stated, shall also mean and refer to each and every one of Scotsdale, Carriage Park, Macomb Manor and Carriage Hill, jointly and severally), and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, (together with its successors and assigns, “Lender”), having an address at having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013.
TAX PROTECTION AGREEMENTTax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), PRIME OUTLETS ACQUISITION COMPANY LLC, a Delaware limited liability company (“POAC”), and AR PRIME HOLDINGS, LLC, a Delaware limited liability company (“ARP”) that will become a limited partner of LVP as a result of the Contribution (defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPLightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • Delaware
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LP (this “Amendment”) is made as of June 26, 2008 by and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “REIT”), as the General Partner of Lightstone Value Plus REIT LP., a Delaware limited partnership (the “Partnership”), Lightstone Value Plus REIT LLC, a Delaware limited liability company, as the Initial Limited Partner and sole existing limited partner of the Partnership, Lightstone SLP, LLC, a Delaware limited liability company, as Special General Partner of the Partnership, Arbor Mill Run JRM LLC, a Delaware limited liability company (“Arbor JRM”) and Arbor National CJ, LLC, a New York limited liability company (“Arbor CJ”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”), dated as of June 26, 2008, by and among AR PRIME HOLDINGS LLC, a Delaware limited liability company (“Transferor”), LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“Transferee”), and LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “REIT”).
ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND SALE OF INTERESTSAssignment and Assumption of Agreement for Purchase and Sale of Interests • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Agreement for Purchase and Sale of Interests (“Assignment”) is dated as of June 29, 2006 between The Lightstone Group, LLC, a New Jersey limited liability company (“Assignor”) and LVP Michigan Multifamily Portfolio LLC, a Delaware limited liability company ("Assignee").
FORM OF LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of 1407 BROADWAY MEZZ II LLC (the “Company”), is entered into by Lightstone 1407 Manager LLC, a Delaware limited liability company, as the managing member (the “Managing Member”), and LVP 1407 Broadway LLC, a Delaware limited liability company (”LVP”; together with the Managing Member, collectively, the “Members” and individually, a “Member”), and MICHELLE A. DREYER, as the Special Member (as defined on Schedule A hereto). LVP shall sometimes hereinafter also be referred to as the “Non-Managing Member”. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
PROMISSORY NOTELightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
FOR VALUE RECEIVED, SCOTSDALE MI LLC (“Scotsdale”), CARRIAGE PARK MI LLC (“Carriage Park”),MACOMB MANOR MI LLC (“Macomb Manor”), and CARRIAGE HILL MI LLC (“Carriage Hill”), each a Delaware limited liability company, having its principal place of business c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (hereinafter collectively referred to as the “Borrower”; references herein to the Borrower unless otherwise specifically stated, shall also mean and refer to each and every one of Scotsdale, Carriage Park, Macomb Manor and Carriage Hill, jointly and severally), as maker, hereby unconditionally promises to pay to the order of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, as lender, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FIFTY-TWO MILLION AND NO/100 DOLLARS ($52,000,000.00), or so much the
TAX PROTECTION AGREEMENTTax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), and ARBOR NATIONAL CJ, LLC, a New York limited liability company (“ANCJ”) that will become a limited partner of LVP as a result of the Contribution (defined below).
CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENTAssignment of Management Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts
This CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 30th day of June, 2006, by SCOTSDALE MI LLC (“Scotsdale”), CARRIAGE PARK MI LLC (“Carriage Park”),MACOMB MANOR MI LLC (“Macomb Manor”), and CARRIAGE HILL MI LLC (“Carriage Hill”), each a Delaware limited liability company, having its principal place of business c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (hereinafter collectively referred to as the “Borrower”; references herein to the Borrower unless otherwise specifically stated, shall also mean and refer to each and every one of Scotsdale, Carriage Park, Macomb Manor and Carriage Hill, jointly and severally) in favor of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, its transferees, successors and assigns, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (“Lender”), and is acknowledged and consented to by Beacon Property Management, LLC (“Agent”).
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
MANAGEMENT AGREEMENT made as of January 4, 2007, between 1407 Broadway Real Estate LLC, a Delaware limited liability company having an office at 326 Third Street, Lakewood, New Jersey 08701, (hereinafter referred to as the “Owner”), and Trebor Management Corp., a New York corporation having an office at 1407 Broadway, New York, New York 10018 (hereinafter referred to as the “Agent”).
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 AGREEMENTThe Contribution 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.
TAX PROTECTION AGREEMENTTax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), and ARBOR MILL RUN JRM, LLC, a Delaware limited liability company (“AMR”) that will become a limited partner of LVP as a result of the Contribution (defined below).
LOAN AND SECURITY AGREEMENT Dated as of June 30, 2006 between SCOTSDALE MI LLC, CARRIAGE PARK MI LLC, MACOMB MANOR MI LLC AND CARRIAGE HILL MI LLC, collectively, as Borrowers and CITIGROUP GLOBAL MARKETS REALTY CORP. as LenderLoan and Security Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This LOAN AND SECURITY AGREEMENT (this “Loan Agreement”) is dated as of June 30, 2006, and entered into by and among SCOTSDALE MI LLC, a Delaware limited liability company; CARRIAGE PARK MI LLC, a Delaware limited liability company, MACOMB MANOR MI LLC, a Delaware limited liability company; and CARRIAGE HILL MI LLC, a Delaware limited liability company (individually, each a “Borrower” and collectively the “Borrowers”); and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (together with its successors and assigns, whether one or more, “Lender”).
AMENDMENT NO. 3 TO THE CONTRIBUTION AGREEMENTThe Contribution 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.
