exv10w16






EXHIBIT 10.16




FIRST AMENDMENT TO

REPRESENTATIONS AND WARRANTY AGREEMENT




     THIS FIRST AMENDMENT TO REPRESENTATIONS AND WARRANTY AGREEMENT (the “Amendment”) is made and
entered into as of May 18, 2010, by and among Welsh Property Trust, Inc., a Maryland corporation
(the “REIT”), and Welsh Property Trust, L.P., a Delaware limited partnership and subsidiary of the
REIT (the “Operating Partnership”, and collectively with the REIT, the “Consolidated Entities”) on
the one hand, and Dennis J. Doyle, Scott T. Frederiksen and Jean V. Kane on the other hand (such
individuals collectively, the “Principals”).



RECITALS




     A. The Consolidated Entities and the Principals are parties to that certain Representations
and Warranty Agreement made and entered into as of March 3, 2010, (the “Original Agreement”)
pursuant to which the Principals made certain representations and warranties for the benefit of the
Consolidated Entities.



     B. The parties to the Original Agreement desire to amend the Original as hereinafter set
forth.



AGREEMENT




     NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby covenant and agree to be bound as
follows:



     1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Original Agreement, unless the context shall
otherwise require.



     2. Jurisdiction. Section 3.08 of the Original Agreement is hereby amended and
restated to read in its entirety as follows:




     "Section 3.08 JURISDICTION. The parties hereto hereby (a) submit to
the jurisdiction of any state or federal court sitting in the County of Hennepin
(collectively, the “Minnesota Courts”) and to the jurisdiction of any Delaware state
court or federal court sitting in Wilmington, Delaware, with respect to any dispute
arising out of this Agreement or any transaction contemplated hereby to the extent
such courts would have subject matter jurisdiction with respect to such dispute; (b)
irrevocably waive, and agree not to assert by way of motion, defense, or otherwise,
in any such action, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or
execution, that the action is brought in an inconvenient forum, or that the venue of
the action is improper; and (c) waive personal service of the



 









 






summons, complaint and other process issued in any such action and agree that
service of such summons, complaint and other process may be made in accordance with
Section 3.02 of this Agreement.”



     3. Remaining Terms. Except as expressly set forth in this Amendment, all other terms
and provisions of the Original Agreement shall remain in full force and effect.



     4. Governing Law. This Amendment, and any disputes or issues related hereto, shall be
governed by the internal laws of the State of Delaware without giving effect to principles of
conflict of laws of such State.



     5. Jurisdiction. The parties hereto hereby (a) submit to the jurisdiction of any
state or federal court sitting in the County of Hennepin (collectively, the “Minnesota Courts”) and
to the jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware,
with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to
the extent such courts would have subject matter jurisdiction with respect to such dispute; (b)
irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such
action, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the action is brought in
an inconvenient forum, or that the venue of the action is improper; and (c) waive personal service
of the summons, complaint and other process issued in any such action and agree that service of
such summons, complaint and other process may be made in accordance with Section 3.02 of the
Original Agreement.



     6. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original and all of which shall constitute but one agreement.



     7. Binding Effect. This Amendment shall be binding upon the parties to the Original
Agreement, and their respective successors and permitted assigns.



     8. Third Party Beneficiaries. This Amendment shall not confer any rights or remedies
upon any person or entity other than the parties to the Original Agreement, and their respective
successors and permitted assigns.



2









 





[SIGNATURE PAGE FOLLOWS]






3









 








     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.



	 	 	 	 	 	 	 

	 	 	CONSOLIDATED ENTITIES
	 
	 	 	 	 	 	 
	 	 	WELSH PROPERTY TRUST, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Scott T. Frederiksen
	 	 	 	 	 
	 	 	Name:	 	Scott T. Frederiksen
	 	 	Title:	 	Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	WELSH PROPERTY TRUST, L.P.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Welsh Property Trust, LLC
	 

	 	 	 	Its
	 	Managing General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Scott T. Frederiksen
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Scott T. Frederiksen
	 

	 	 	 	Title:
	 	Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	PRINCIPALS
	 
	 	/s/ Scott T. Frederiksen
	 	 	 
	 	 	Scott T. Frederiksen
	 
	 	/s/ Jean Kane
	 	 	 
	 	 	Jean Kane
	 
	 	/s/ Dennis J. Doyle
	 	 	 
	 	 	Dennis J. Doyle







4