1
CONTRIBUTION AGREEMENT
among
TOY PROPERTIES ASSOCIATES V
LEPERCQ CORPORATE INCOME FUND L.P.
LEX GP-1, INC.
THE LCP GROUP, L.P.
RICHARD J. ROUSE
and
LEXINGTON TOY V TRUST
Dated December 31, 1996
2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT, dated December 31, 1996 (this
"Agreement"), is entered into among Toy Properties Associates V, a Texas limited
partnership ("Toy V"), and Lepercq Corporate Income Fund L.P., a Delaware
limited partnership ("LCIF"), Lex GP-1, Inc. ("Lex GP"), a Delaware corporation,
The LCP Group, L.P. ("LCP"), a Delaware limited partnership, Richard J. Rouse,
and Lexington Toy V Trust, a New York grantor trust.
W I T N E S S E T H:
WHEREAS, Toy V is the holder of a certain leasehold interest
encumbering, and the owner of certain improvements to, real property located in
Houston, Texas (the "Property");
WHEREAS, pursuant to Section 4.02(b) of the Amended and Restated
Limited Partnership Agreement of Toy V, as amended, Capital Properties
Associates IV, the general partner of Toy V, notified the Toy V limited partners
in a letter dated September 23, 1996 of Toy V's intention to transfer the
Property to LCIF and provided such limited partners with thirty (30) days to
object to such transfer;
WHEREAS, Toy V limited partners with less than one-half of the
outstanding Units in Toy V have objected to such transfer through the date
hereof;
WHEREAS, Principal Mutual Life Insurance Company, as successor to
Howard T. Ayers, as trustee under the Deed of Trust by Toy V to the California
Public Employees' Retirement System, in a letter dated November 18, 1996
indicated that lenders with 100% of the outstanding notes consented to the
transfer;
WHEREAS, pursuant to the terms and subject to the conditions of
this Agreement, Toy V is exchanging the Property for interests in LCIF ("LCIF
Units") with the terms and conditions set forth in the Fifth Amended and
Restated Agreement of Limited Partnership of LCIF (as amended from time to time,
the "Partnership Agreement") in a transaction which is intended to qualify as a
tax-free transfer of the Property by Toy V to LCIF under Section 721 of the
Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, immediately following such transfer, LCIF will transfer
the Property to Lexington Toy V Trust, a New York grantor trust (the "Trust")
for one hundred percent (100%) of the beneficial interests therein;
3
WHEREAS, The LCP Group, L.P. ("LCP") and Richard J. Rouse are
contributing their contractual right to receive a two percent fee payable upon
the ultimate sale of the Property in exchange for an aggregate of 6,282 LCIF
Units to LCIF (which LCIF Units have the same terms and conditions as the LCIF
Units distributed to Toy V) in a transaction that qualifies under Code Section
721;
WHEREAS, LCP and Richard J. Rouse are contributing their
contractual right to receive a one-half of one percent (1/2%) fee payable upon
the refinancing of the Property in exchange for an aggregate of 964 LCIF Units
to LCIF (which LCIF Units have the same terms and conditions as the LCIF Units
distributed to Toy V) in a transaction that qualifies under Code Section 721;
WHEREAS, LCP will contribute to LCIF its contractual right to
receive management fees from the date hereof through the remainder of the term
of the lease of the Property from Toy V to Toys 'R' Us in exchange for 4,167
LCIF Units (which LCIF Units have the same terms and conditions as the LCIF
Units distributed to Toy V) in a transaction that qualifies under Code Section
721;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the parties hereto hereby
agree as follows:
1. Contribution of the Property to LCIF. Effective as of the date
hereof, Toy V hereby contributes, transfers and assigns to LCIF all of its
right, title and interest in and to the Property subject to any and all
liabilities encumbering such Property (including the lien created by the
Indenture). LCIF hereby issues to Toy V, in exchange for such contribution,
23,587 units in LCIF (the "Units"). The Units will provide for all of the rights
and obligations more fully set forth in the Partnership Agreement.
2. Contribution of the Property to the Trust. Immediately
following the transfer described in paragraph 1, LCIF hereby contributes,
transfers and assigns to the Trust all of its right, title and interest in and
to the Property subject to any and all liabilities encumbering such Property
(including the lien created by the Indenture) in exchange for hundred percent
(100%) of the beneficial interests therein.
3. Contribution of Disposition Fee. LCP and Richard J. Rouse
hereby contribute to LCIF their contractual rights to the fee payable upon the
ultimate sale of the Property
-2-
4
and in exchange LCIF will issue 4,711 LCIF Units to LCP and 1,571 LCIF Units to
Mr. Rouse.
4. Contribution of Refinancing Fee. LCP and Richard J. Rose
hereby contribute to LCIF their contractual rights to the fee payable upon the
refinancing of the Property and in exchange LCIF will issue 723 LCIF Units to
LCP and 241 LCIF Units to Mr. Rouse.
5. Contribution of Management Agreement. LCP, as successor to
Lepercq Management Corporation ("LMC"), hereby contributes its contractual right
pursuant to that certain Partnership Management Agreement dated November 1, 1981
with Toy V to receive management fees for the period from the date hereof
through the end of the term of the lease of the Property to Toys 'R' Us, Inc. to
LCIF in exchange for 4,167 LCIF Units.
6. Dissolution of Toy V and Admission to LCIF. Pursuant to
Section 7.01(a)(iv) of the Toy Properties Associates II Agreement, Toy
Properties Associates II is dissolved and its interests in LCIF are distributed
in accordance with Exhibit A. Pursuant to 12.1 and 12.2 of the Fifth Amended and
Restated Agreement of Limited Partnership of LCIF, Lex GP hereby consents to the
admission of each of the Toy V limited partners as limited partners in LCIF.
7. Expenses. Toy V and LCIF agree to each pay fifty percent (50%)
of all costs and expenses attributable to the transfer.
8. Parties in Interest. Nothing in this Agreement, whether
express or implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any persons or entities other than the parties to it
and their respective successors and assigns, nor is anything in this Agreement
intended to relieve or discharge the obligations or liabilities of any third
persons or entities which are not a party to this Agreement, nor shall any
provision of this Agreement give any third persons or entities any rights of
subrogation or action over against any party to this Agreement.
9. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof,
supersedes all prior and contemporaneous agreements, representations and
understandings of the parties with respect thereto, and may not be modified,
amended or otherwise changes in any manner except by a writing executed by a
duly authorized representative of the party to be charged.
-3-
5
10. Counterparts; Further Assurances. This Agreement may be
executed in multiple counterparts. The parties agree to execute such documents,
stock powers and instruments of assignment and assumption as may be necessary or
expedient to carry out the transactions contemplated by this Agreement.
11. Miscellaneous. This Agreement shall be governed by the laws
of the State of New York without regard to the principles of conflicts of laws.
-4-
6
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on or as of the date first above written.
TOY PROPERTIES ASSOCIATES V
By: Capital Properties Associates IV
By:____________________________
Name:
Title:
LEPERCQ CORPORATE INCOME FUND L.P.
BY: Lex GP-1, Inc.
By:____________________________
Name:
Title:
LEX GP-1, INC.
By:____________________________
Name:
Title:
THE LCP GROUP, L.P.
By: Lepercq Capital Partners
By: Third Lero Corporation
By:____________________________
Name:
Title:
RICHARD J. ROUSE
_______________________________
-5-
7
LEXINGTON TOY V TRUST
By: The LCP Group, L.P., as trustee
By: Lepercq Capital Partners
By: Third Lero Corporation
By:____________________________
Name:
Title:
-6-
8
EXHIBIT A
PARTNER LCIF UNITS
Capital Properties Associates IV 236
Ackerman, Leonard V. 778
Adams, George L. and Donna L 778
Ashley, Willis H. and Ernestine 778
Bedingfield, John R. (Jr.) 778
Best, Jacque W. and Constance J. 778
Boger, Stephen P. 778
Bridge, James L. (Jr.) 778
Burg, John Richard 778
CPA IV 778
Csathy, Eva P. 778
Daniels, Robert M. 778
Dykes, Archie R. and Nancy H. 778
Flynn, George W. 778
Fowler, Gordon G. 778
Iverson, Burton J. 778
Jensen, Douglas A. 778
Larkin, James P. 778
Lovern, W. Jack 778
Nelson, Miles A. 778
Nicoloff, Demetrie M. 778
Noble, Terry O. 778
O'Leary, Michael D. 778
Ruben, Ruth P. 778
Schattenberg, Thomas T. 778
Schlangen, Robert and Kathleen 778
Silk, John E. 778
Taff, Thomas E. and Connie J. 778
Tam, Luis W. and Pacita 778
Waiohai Investment Partnership 1,556