exv10w18






EXHIBIT 10.18




FIRST AMENDMENT TO

CONTRIBUTION AGREEMENT




     THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as
of June 2, 2010, by and between Welsh Property Trust, L.P. (the “Operating Partnership”) and the
party listed on the signature page hereto (the “Contributor”).



RECITALS




     A. The Operating Partnership and the Contributor are parties to that certain Contribution
Agreement effective as of March 1, 2010 (the “Contribution Agreement”), pursuant to which the
Contributor agreed to contribute its ownership interests in the Contributed Entities listed on
Exhibit A hereto (the “Contributed Entities”) to the Operating Partnership.



     B. The parties to the Contribution Agreement desire to amend the Contribution Agreement to
reduce the Contributor’s Formation Transaction Value (as defined in the Contribution Agreement) as
set forth below.



AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing, the terms, conditions and agreements set
forth below, and other 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 Contribution Agreement, unless the context shall
otherwise require.



     2. Exhibit A. Exhibit A of the Contribution Agreement is hereby amended and
replaced in its entirety with Exhibit A as attached to this Amendment.



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



     4. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of any laws that might otherwise govern under
applicable principles of conflicts of laws thereof. Each of the parties hereto hereby consents to
(i) the non-exclusive jurisdiction of the courts of the State of Delaware, and (ii) service of
process by mail.



     5. 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.



1









 





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



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



[SIGNATURE PAGE FOLLOWS]









2









 








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



	 	 	 	 	 

	 	 	WELSH PROPERTY TRUST, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WELSH PROPERTY TRUST, LLC
Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott T. Frederiksen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Scott T. Frederiksen	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CONTRIBUTOR:
	 
	 	 	 	 	 	 
	 	 	WELSH US REAL ESTATE FUND, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WELSH US FUND MANAGER, LLC
Its: Chief Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis J. Doyle	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dennis J. Doyle	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




3









 





EXHIBIT A




CONTRIBUTOR’S FORMATION TRANSACTION VALUE



	 	 	 	 	 	 	 	 	 
	 	 	Percentage	 	 	Contributor's	 
	 	 	Interest in	 	 	Formation	 
	 	 	Contributed	 	 	Transaction	 
	Contributed Entities	 	Entity	 	 	Value	 
	Welsh Romulus Mezz, LLC
	 	 	100%	 	 	 	—	 
	Welsh Hoover Road, LLC
	 	 	100%	 	 	 	—	 
	Welsh 201 Mississippi, LLC
	 	 	14.85%	 	 	 	—	 
	Welsh Kemper Road, LLC
	 	 	100%	 	 	 	—	 
	Welsh Queenland, LLC
	 	 	3.88%	 	 	 	—	 
	Welsh Romulus Development, LLC
	 	 	100%	 	 	 	—	 
	Welsh Franklin, LLC
	 	 	47.20%	 	 	 	—	 
	Total Contributor’s Formation Transaction Value
	 	 	 	 	 	$	17,232,325	 







4