amend-concord.htm


     

    
      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-Putman 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 Sarbanes-Oxley 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/
                  Peter
                  Braverman____________

              


      

      
        	
                 

              	
                Peter
                  Braverman 

              


      

      
        	
                 

              	
                President
                  

              


      

      


      THE
        LEXINGTON MASTER LIMITED PARTNERSHIP

      


      
        	
                 

              	
                By:

              	
                Lex
                  GP-1 Trust 

              


      

      
        	
                 

              	
                General
                  Partner 

              


      

      


      


      
        	
                 

              	
                By__/s/
                  T. Wilson
                  Eglin____________

              


      

      
        	
                 

              	
                T.
                  Wilson Eglin 

              


      

      
        	
                 

              	
                Chief
                  Executive Officer 

              


      

      


      
        	
                 

              	
                WRP
                  MANAGEMENT LLC 

              


      

      


      


      
        	
                 

              	
                By__/s/
                  Michael L.
                  Ashner________________

              


      

      
        	
                 

              	
                Michael
                  L. Ashner 

              


      

      
        	
                 

              	
                Chief
                  Executive Officer 

              


      

    

     

     

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