AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
CONCORD DEBT HOLDINGS LLC
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT, made as of the 7th
day of January, 2008 by and among WRT REALTY L.P., a Delaware limited
partnership ("WRT"), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware
limited partnership ("Lexington"), and AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT, and WRP MANAGEMENT LLC, a Delaware limited liability company
(the "Administrative Manager").
RECITALS:
WHEREAS, WRT, Lexington and the Administrative Manager are party to that
certain Amended and Restated Limited Liability Company Agreement of Concord Debt
Holdings LLC, dated as of September 21, 2007 (the "Operating Agreement");
WHEREAS, WRT, Lexington and the Administrative Manager desire to amend the
Operating Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the covenants and conditions set forth
in this Agreement, the parties agree as follows.
1. Capitalized Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Operating Agreement.
2. Amendments to Agreement. The Operating Agreement is hereby amended as
follows:
a. Section 1.1 is hereby amended by restating the definitions of
"Investment Entities" and "Maximum Capital Contribution" in their entirety
as follows:
Investment Entities: 111 Debt Acquisition LLC, a Delaware
limited liability company, 111 Debt Acquisition - Two LLC, a
Delaware limited liability company, 111 Debt Acquisition-Three LLC,
a Delaware limited liability company, 111 Debt Acquisition-▇▇▇▇▇▇
LLC, a Delaware limited liability company, 111 Debt
Acquisition-Green Two LLC, a Delaware limited liability company and
111 Debt Acquisition-UBS LLC, a Delaware limited liability company,
each of which will be formed for the sole purpose of acquiring and
disposing of Loan Assets, together with such other entities that may
be owned, in whole or in part, by the Company, and their respective
subsidiaries, if any.
Maximum Capital Contribution: With respect to each Member,
$162,500,000.
b. Section 3.2 is hereby restated in its entirety to read as
follows:
3.2 Investment Committee. (a) The Members hereby establish an
investment committee (the "Investment Committee") which Investment
Committee shall consist of seven individuals: each Member shall
appoint three members, and the Administrative Manager shall appoint
one member.
(b) Except as otherwise expressly provided in this
Agreement, all decisions with respect to any matter set forth in
this Agreement or otherwise affecting or arising out of the conduct
of the business of the Company shall be made by the affirmative vote
of at least two members of the Investment Committee appointed by WRT
and at least two members of the Investment Committee appointed by
Lexington, without limitation:
(i) all acquisitions and dispositions of
Loan Assets by an Investment Entity with an initial value or
purchase price of $20,000,000 or more (a "IC Transaction");
(ii) the entering into of an Investment
Entity Loan;
(iii) the payment of any fees to a Member,
the Administrative Manager or an Affiliate thereof except as
contemplated by Section 3.6 hereof;
(iv) the retention of accountants or
▇▇▇▇▇▇▇▇-▇▇▇▇▇ consultants on behalf of the Company or an
Investment Entity.
3. Miscellaneous. (a) Except as modified hereby, the Operating Agreement
remains in full force and effect and the provisions thereof are hereby ratified
and confirmed.
(b) All references in the Operating Agreement to "this Agreement",
"hereunder", "hereto" or similar references, and all references in all other
documents to the Agreement shall hereinafter be deemed references to the
Agreement as amended hereby.
(c) This Amendment may be executed in one or more counterparts, all
of which together shall for all purposes constitute one amendment, binding on
all parties hereto, notwithstanding that the parties have not signed the same
counterparts.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written.
WRT REALTY L.P.
By: Winthrop Realty Trust
General Partner
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
THE LEXINGTON MASTER LIMITED PARTNERSHIP
By: Lex GP-1 Trust
General Partner
By /s/ ▇. ▇▇▇▇▇▇ Eglin
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▇. ▇▇▇▇▇▇ Eglin
Chief Executive Officer
WRP MANAGEMENT LLC
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer