FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF NET LEASE STRATEGIC ASSETS FUND L.P.
Exhibit
10.2
FIRST
AMENDMENT TO THE
NET
LEASE STRATEGIC ASSETS FUND L.P.
This
FIRSTAMENDMENT
TO THE AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF NET LEASE STRATEGIC ASSETS FUND L.P.,
dated as of December 20, 2007 (this “Amendment”),
is made and entered into by and among The
Lexington Master Limited Partnership, a Delaware limited partnership
(“LMLP”),
LMLP
GP
LLC, a Delaware limited liability company (“LMLP
GP”), and Inland
American (Net Lease) Sub, LLC, a Delaware limited liability company
(“Inland”). Unless
otherwise defined, all defined terms used herein shall have such meaning
ascribed such terms in the Partnership Agreement (as defined
below).
WHEREAS,
Net Lease Strategic
Assets Fund L.P., a Delaware limited partnership (the “Partnership”)
is governed by that certain Amended and Restated Limited Partnership Agreement,
dated and effective as of November 5, 2007, by and among LMLP, as a limited
partner of the Partnership, LMLP GP, as a general partner of the Partnership,
and Inland, as a limited partner of the Partnership (the “Partnership
Agreement”);
WHEREAS,
pursuant to Section
12.12 of the Partnership Agreement, the Partnership Agreement may not be
amended
without the written consent of all of the Partners; and
WHEREAS,
the parties hereto,
constituting all of the Partners, desire to amend the Partnership Agreement
in
the manner set forth herein.
NOW,
THEREFORE, the Partners,
effective for all purposes as of the date hereof, hereby amend the Partnership
Agreement as follows.
1. Amendment
to Section
5.1(a). Section 5.1(a) of the Partnership Agreement is hereby
amended as follows: (a) the
reference in Section 5.1(a) (second
paragraph) of the Partnership Agreement to March 1, 2008, is hereby amended
to
be deemed a reference to March 31, 2008; provided further that the following
Qualified Assumed Assets may be acquired at any time prior to June 30, 2008:
(i)
Invensys,
(ii) Sygma, (iii) Time, (iv) Tenneco and
(v) St. Lukes/▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
and (b) the reference in
Section 5.1(a) (third paragraph) to March 1, 2008, is hereby amended to be
deemed a reference to June 30, 2008.
2. Amendment
to Section
7.1(a)(ii). Section 7.1(a)(ii) of the Partnership Agreement is
hereby amended by deleting it in its entirety and replacing it with the
following:
(ii) Following
(w) the satisfaction of accrued and unpaid interest on Priority Loans, in
proportion to the outstanding Priority Loans, if any, and (x) the satisfaction
of outstanding principal balances on Priority Loans, in proportion to the
outstanding Priority Loans, if any, the General Partner shall cause the
Partnership to distribute Net Cash from Sales and Financings as soon as
practicable after the receipt of such Net Cash from Sales or Refinancings,
as
follows:
1
(A) first,
to
LMLP to the extent of any unpaid Preferred Equity Redemption Amount related
to a
prior sale or refinancing;
(B) second,
to Inland to the extent of any unpaid Inland Priority Return;
(C) third,
to
LMLP to the extent of any accrued and unpaid Preferred Equity
Return;
(D) fourth,
if involving a Qualified Assumed Asset, to LMLP in an amount equal to the
Preferred Equity Redemption Amount related to such Qualified Assumed Asset
(but
in no event will the total amount distributed under this clause (D) exceed
the
outstanding Preferred Equity Capital Contribution);
(E) fifth,
to
LMLP to the extent of any unpaid LMLP Priority Return;
(F) sixth,
to
Inland until all Capital Contributions made by Inland have been returned
(solely
for the purposes of this Section 7.1(a)(i)(F), Capital Contributions shall
include Acquisition Fees (if any) paid by Inland);
(G) seventh,
to LMLP until all Capital Contributions (excluding Preferred Equity Capital
Contributions) made by LMLP or credited on LMLP’s behalf have been returned
(solely for the purposes of this Section 7.1(a)(i)(G), Capital Contributions
shall include 17.65% of the amount of the Acquisition Fees (if any) paid
by
Inland);
(H) eighth,
to LMLP until all Preferred Equity Capital Contributions have been returned
or
redeemed; and
(I) thereafter,
(x) so long as LMLP GP is the General Partner, (1) 65% to Inland and (2)
35% to
LMLP, or (y) so long as LMLP GP is no longer the General Partner, (1) 85%
to
Inland and (2) 15% to LMLP.
3. Ratification
and
Confirmation of the Partnership Agreement; No Other
Changes. Except as modified by this Amendment, the Partnership
Agreement is hereby ratified and affirmed in all respects. Nothing
herein shall be held to alter, vary or otherwise affect the terms, conditions
and provision of the Partnership Agreement, other than as stated
above.
4. Governing
Law. This Amendment shall be construed
in
accordance with and governed by the laws of the State of Delaware, without
giving effect to the provisions, policies or principles thereof relating
to
choice or conflict of laws.
5. Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which together shall constitute one and the
same
instrument.
[Signature
Page
Follows]
2
IN WITNESS WHEREOF, this
Amendment is executed effective as of the date first set forth
above.
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LMLP
GP
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LMLP
GP LLC
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
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LMLP
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By:
Lex GP-1 Trust, its general partner
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By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
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INLAND
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INLAND
AMERICAN (NET LEASE) SUB, LLC
By:
Inland American Real Estate Trust, Inc.
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By: /s/
▇▇▇▇
▇▇▇▇▇
Name: ▇▇▇▇
▇▇▇▇▇
Title:
Treasurer
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The
undersigned hereby unconditionally and irrevocably
guarantees
the obligations of Inland American (Net Lease)
Sub,
LLC under Sections 3.10(c), 3.11, 3.12 and 5.1 of the
Partnership
Agreement:
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| INLAND AMERICAN REAL ESTATE TRUST, INC. |
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By: /s/
▇▇▇▇
▇▇▇▇▇
Name: ▇▇▇▇
▇▇▇▇▇
Title:
Treasurer
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