Exhibit 10.1
SIXTH AMENDMENT TO
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
LEPERCQ CORPORATE INCOME FUND L.P.
This SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF LEPERCQ CORPORATE INCOME FUND L.P. (this "Amendment") is
made and effective as of January 3, 2005 by and among the entities and
individuals signatory hereto.
A. Lepercq Corporate Income Fund L.P., a Delaware limited
partnership (the "Partnership"), is governed by that certain Fifth Amended and
Restated Agreement of Limited Partnership, dated as of December 31, 1996, as
amended by Amendment No. 1 thereto dated as of December 31, 2000, by First
Amendment thereto effective as of June 19, 2003, by Second Amendment thereto
effective as of June 30, 2003, by Third Amendment thereto effective as of
December 31, 2003, by Fourth Amendment thereto effective as of October 28, 2004,
and by Fifth Amendment thereto effective as of December 8, 2004 (the
"Agreement"). Unless otherwise defined, all capitalized terms used herein shall
have such meaning ascribed such terms in the Agreement.
B. Lexington Corporate Properties Trust, a Maryland real estate
investment trust ("LXP") is the sole unitholder of each of (i) Lex GP-1 Trust, a
Delaware statutory trust ("Lex GP") and (ii) Lex LP-1 Trust, a Delaware
statutory trust ("Lex LP"). Lex GP is the general partner of the Partnership,
Lepercq Corporate Income Fund L.P., a Delaware limited partnership, and Net 3
Acquisition L.P., a Delaware limited partnership (collectively, the "Operating
Partnerships"). Lex LP is the Initial Limited Partner of each of the Operating
Partnerships.
C. Pursuant to that certain Underwriting Agreement, dated as of
December 2, 2004, by and among Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the "Underwriter "), on
the one hand, and LXP and the Operating Partnerships, on the other, and as of
the date hereof, LXP has completed the offer and sale (the "Offering") to the
Underwriter of an additional 400,000 preferred shares of beneficial interest,
classified as 6.50% Series C Cumulative Convertible Preferred Stock, par value
$0.0001 per share, of LXP ("Preferred Shares"), pursuant to a prospectus
supplement dated December 3, 2004 and the accompanying base prospectus dated
October 22, 2003.
D. The Preferred Shares carry a (i) cumulative preferred
dividend, (ii) liquidation preference and (iii) conversion right.
E. Pursuant to Section 4.2 of the Agreement, the Partnership may
issue additional partnership interests to LXP and its affiliates in connection
with the issuance of shares by LXP provided LXP makes a capital contribution to
the Partnership of the proceeds raised in connection with such issuance.
F. LXP has agreed to contribute a portion of the proceeds of the
Offering to the Partnership in exchange for Series C Preferred Operating
Partnership Units ("Preferred OP Units") in the Partnership to be issued to an
affiliate of LXP, Lex LP.
G. As required by Section 4.2 of the Agreement, the Preferred OP
Units have designations, preferences and other rights such that the economic
interests are substantially similar to the designations, preferences and other
rights of the Preferred Shares, as further described and set forth in the
Certificate of Designation for the Preferred OP Units dated as of December 8,
2004.
H. As of the date hereof, and pursuant to the terms of the
Agreement, the parties hereto desire to amend the Agreement to reflect the
issuance of an additional 280,150 Preferred OP Units to Lex LP as well as all
other changes in the ownership of Partnership Units since the date of the
Agreement by amending and restating Exhibit A to the Agreement.
NOW, THEREFORE, the undersigned, being desirous of effectuating
the foregoing and amending the Agreement accordingly, hereby enter into this
Amendment and amend the Agreement as follows:
1. Preferred OP Units. Lex LP is hereby issued 280,150 Preferred
OP Units and shall have the rights, preferences and privileges as set forth in
the Certificate of Designation. To the extent there is a conflict between the
terms of the Certificate of Designation and the terms of the Agreement, the
terms of the Certificate of Designation shall control.
2. Exhibit A. Exhibit A to the Agreement is deleted in its
entirety and replaced with Exhibit A hereto.
3. Miscellaneous. Except as amended hereby, the Agreement shall
remain unchanged and in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
A-2
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on behalf of the Partnership in accordance with the provisions of
Section 14.1 of the Agreement as of the date first written above.
GENERAL PARTNER:
LEX GP-1 TRUST
By: /s/ ▇. ▇▇▇▇▇▇ Eglin
-------------------------------
▇. ▇▇▇▇▇▇ Eglin
President
EXHIBIT A
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Percentage
Name and Address of Partner Capital Partnership Interest of Redemption
Contribution Units Class Exercise Date
---------------------------------------------------------------------------------------------------------------
General Partner
---------------
Lex GP-1 Trust $100 217,387 0.84731% N/A
Limited Partner
---------------
Lex LP-1 Trust $100 21,487,537.5 83.75165% N/A
Series B Preferred Limited Partner
----------------------------------
Lex LP-1 Trust $52,645,950 2,105,838 100% (of N/A
Series B)
Series C Preferred Limited Partner
----------------------------------
Lex LP-1 Trust $105,708,644.63 2,171,166 100% (of N/A
Series C)
Special Limited Partners 0.42159%
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ___ 6,556 N/A
The LCP Group, L.P. ___ 28,057 N/A
▇▇▇▇▇ ▇. ▇▇▇▇ ___ 4,065.5 N/A
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust dtd. 4/5/90 ___ 2,608 N/A
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Family, L.P. ___ 41,813 N/A
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ___ 16,063 N/A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ___ 9,001 N/A
Dubuque Limited Partner 15-Jan-99
-----------------------
Wellington Real Estate Investments L.P. 12,893 0.05025% 6-Dec-02
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
Property Limited Partners
-------------------------
1) Barngiant ▇▇▇▇▇▇▇▇▇▇(1) 0.06020% March 1, 2004
▇▇▇▇ ▇▇▇▇▇▇ 0.25 1,951
▇▇▇▇▇ ▇▇▇▇▇▇ 0.25 1,951
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇ 0.00033 135
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o ▇▇▇▇▇▇▇▇ Monk0.00033 136
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o Samantha Monk0.00033 135
▇▇▇▇▇ ▇. ▇▇▇▇ 0.001 406
F/B/O ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇ 0.5 3,902
▇▇▇▇▇▇▇▇▇ Trust)
F/B/O ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.5 3,902
Trust)
▇. ▇▇▇▇▇▇▇▇ 0.125 976
▇. ▇▇▇▇▇▇▇▇ 0.125 975
▇. ▇▇▇▇▇▇▇▇ 0.125 975
2) Barnhale Modesto 0.11003% February 1, 2006
▇▇▇▇▇ ▇▇▇▇▇▇ 1,655
▇▇▇▇▇▇▇ ▇▇▇▇▇ 115.5 4,967
▇▇▇▇▇▇▇ ▇▇▇▇▇ 77 3,311
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3,311
▇▇▇▇▇▇ ▇. ▇▇▇▇ Trust 1,655
_____________________________
1 For purposes of Section 5.1, Property Limited Partners that
contributed interests in Barngiant ▇▇▇▇▇▇▇▇▇▇ (except for ▇▇▇▇▇▇▇▇▇
Brothers Oil Co.) shall be entitled to cash distributions of $2,200
annually in 1996 through 2003, and $350 in 2004.
A-2
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust dtd
3/24/92 38.5 1,656
Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 1,655
▇▇▇▇ ▇▇▇▇▇▇ 77 3,311
▇▇▇▇▇▇▇ ▇. Rips 19.25 1,655
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust 1,655
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 19.25 1,656
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 20.2 872
(economic interest only)
▇▇▇▇▇▇ Properties, Inc. 20.2 871
(economic interest only)
3) ▇▇▇▇▇▇ Rockshire 0.11453% March 1, 2005
▇▇▇▇▇▇ ▇. ▇▇▇▇ 1 3,672
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 1 3,672
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1.5 5,508
▇▇▇▇▇▇▇ ▇▇▇▇▇ 1 3,672
The Residuary Trust U/W ▇▇▇▇▇▇▇ ▇. 0.5 1,836
Krischner
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇ 0.00050 2
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o ▇▇▇▇▇▇▇▇ Monk0.00025 1
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o Samantha Monk0.00025 1
▇▇▇▇▇ ▇. ▇▇▇▇ 0.001 4
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1 3,672
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TTEE 0.5 1,836
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TTEE 0.5 1,836
R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1 3,672
A-3
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
4) Barnvyn Bakersfield 0.06977% January 1, 2003
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 6,257
▇▇▇▇▇▇ ▇▇▇▇▇▇ 1.47 5,485
(▇▇▇▇▇▇▇ ▇.) Kimpton Revocable Trust 0.26 978
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 5,181
5) Barnhech ▇▇▇▇▇▇▇▇▇▇(2) 0.03651% May 1, 2006
Crestar Bank, Co-Ttee u/a dtd 1/31/86 1 1,703
▇▇▇▇▇ ▇. Linen IV Irrevocable Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1 1,703
▇▇▇▇▇▇ Living Trust, dtd 10/7/97 0.5 852
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. 0.5 852
▇▇▇▇ ▇▇▇▇▇ 1 1,703
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0.25 ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0.25 426
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ 1,703
6) Barnward Brownsville 0.09570% November 2, 2004
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ 1 5,424
▇▇▇▇▇▇ ▇▇▇▇ 1 5,424
▇▇▇▇▇ ▇▇▇▇▇▇▇ 1 5,424
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.26 1,428
(economic interest only)
_____________________________
2 For purposes of Section 5.1, Property Limited Partners that
contributed interests in Barnhech ▇▇▇▇▇▇▇▇▇▇ shall be entitled to cash
distributions of $490 annually in 1996 through 2005, and $163 in 2006.
A-4
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Properties, Inc. 0.26 1,428
(economic interest only)
Red Butte Limited Partners 4.74797% May 22, 1998
--------------------------
Partners of Barnshore Associates
-E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Family L.P. 4,245
-▇▇▇▇▇ ▇. ▇▇▇▇ 2,122
-▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2,123
-▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2,123
-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2,123
-▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,061
-▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust 1,061
dtd. 4/5/90
▇▇▇▇▇▇, ▇▇▇▇ ▇. Family Trust 16,921
▇▇▇▇▇▇, ▇.▇. 1,811
▇▇▇▇, ▇▇▇▇▇▇▇▇ 33,842
▇▇▇▇▇, ▇▇▇▇▇▇ 8,461
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 16,921
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 33,842
Marital Trust
▇▇▇▇▇▇▇, Windsor & ▇▇▇▇ 16,921
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 16,921
Dallas, ▇▇▇▇▇▇ ▇. (Sr.) 16,921
▇▇▇▇▇▇, ▇▇▇▇▇▇ (▇▇▇▇ ▇. ▇▇▇▇▇▇, escrow 33,842
agent)
Diversi, ▇▇▇▇▇ ▇. (Jr.) 10,861
▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇ 16,921
A-5
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
Dye Investment Properties #1 33,842
▇▇▇▇▇▇▇▇▇▇ (Moosa) Family, L.P. 33,842
Falconer Family L.P. 33,842
▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Trust 16,921
The Bud and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Partnership 16,921
The ▇▇▇▇▇▇▇ ▇. and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Family 16,921
Partnership
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 5,431
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. 37,236
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 20,315
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 3,734
▇▇▇▇▇, Tinesley H. 10,862
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 33,842
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Max Trust 16,921
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 5,431
▇▇▇▇▇, ▇. ▇▇▇▇▇▇ 2,716
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 2,716
▇▇▇▇▇▇ Trust 38,594
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 1,810
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. (Jr.) 33,842
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. (Sr.) TTEE 33,842
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 33,842
Krone, ▇▇▇▇▇▇▇ ▇. Living Trust 8,147
▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 5,431
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Virginia 33,842
Maronick, E. Phil 33,842
A-6
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇, Eff W. 3,734
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 16,921
Mazo, (▇▇▇▇▇▇)/Trust 5,431
McGonacle, ▇▇▇▇▇ & ▇▇▇ 16,921
▇▇▇▇▇▇ Family Trust 8,461
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Trustee 8,460
Neiman, H.F. 1,810
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (Jr.) 20,315
▇▇▇▇, ▇▇▇▇▇▇ ▇. 16,921
Post, ▇▇▇▇▇ ▇. (Jr.) 10,862
Price, ▇▇▇▇▇▇ ▇. 16,921
▇▇▇▇▇, Estate of Guy C. 37,236
Romney, ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ TTEE 20,315
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 5,431
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 33,842
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 33,842
▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 5,431
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 33,842
Strimatter, ▇▇▇▇ ▇. 8,460
▇▇▇▇▇▇▇▇ Revocable Living Trust 33,842
▇▇▇▇▇▇, (The) ▇▇▇▇▇▇ Family LLC 16,921
▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 16,921
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. (Jr.) 5,431
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trustee, Red Butte Creek 2,716
Trust
▇▇▇▇▇, ▇▇▇▇▇▇▇ 5,431
A-7
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
The LCP Group, L.P. 50,204
The Roskind Family Foundation, Inc. 3,100
Trustees of Columbia University 9,600
▇▇▇▇ ▇▇▇▇▇▇▇ Scholarship Fund 2,200
Cleveland Clinic Foundation 3,600
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 9,302
Expansion Limited Partners
--------------------------
1) Toy Properties Associates II 0.25293% January 15, 1999
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ 854
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 569
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 854
▇▇▇ ▇. ▇▇▇▇▇▇ 854
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,707
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,707
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,707
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,707
▇.▇. ▇▇▇▇▇▇▇ 3,414
▇▇▇▇▇▇ ▇▇▇▇▇ 1,707
▇▇▇▇▇▇▇ Living Trust 1,707
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 569
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,707
▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,707
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,707
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,707
▇▇▇▇▇ ▇. ▇▇▇ 853
A-8
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,707
Dr. ▇▇▇▇▇ ▇▇▇▇ 1,707
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. 1,707
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,707
WAT Enterprises Limited Partnership 1,707
("▇▇▇▇▇▇▇▇")
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ 1,707
L. ▇▇▇▇▇ ▇▇▇▇▇▇ 569
▇▇▇▇▇▇▇, ▇▇▇▇▇ 1,707
O.K.O.W. Investors (Special LP) 3,628
(Special LP)
The LCP Group, L.P. 18,065
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 4,696
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Family, L.P. 327
▇▇▇▇▇ ▇. ▇▇▇▇ 163
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 196
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust dtd. 4/5/90 131
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 131
2) Toy Properties Associates V 0.11771% January 15, 1999
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, DDS 778
▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇ 778
9401 Allied L.P. 778
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇., MD 778
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DDS 778
▇▇▇▇▇ ▇. Bridge, Jr. 778
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, MD 778
A-9
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇ 778
▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 778
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 778
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 778
W. ▇▇▇▇ ▇▇▇▇▇▇ 778
Miles ▇. ▇▇▇▇▇▇ 778
▇▇▇▇▇ ▇. ▇▇▇▇▇ 778
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, DDS 778
▇▇▇▇ ▇. ▇▇▇▇▇ 778
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ 778
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 778
▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇
▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇▇▇ 778
The LCP Group, L.P. 9,601
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,958
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Family, L.P. 238
▇▇▇▇▇ ▇. ▇▇▇▇ 119
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 146
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust dtd. 4/5/90 97
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 97
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇) ▇▇▇▇ ▇▇▇▇▇▇ Partners 0.73443% January 15, 2006
A-10
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 2,262
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,855
▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,855
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,855
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 2,331
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, MD 6,855
▇▇▇▇▇▇▇ ▇▇▇▇ 2,285
▇▇▇▇▇▇ ▇▇▇▇ 9,140
▇▇▇▇▇ ▇▇▇▇▇ 27,420
The ▇▇▇▇▇▇▇ Revocable Trust 2,262
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,713
▇▇▇▇ ▇▇▇ Beuregard 1,714
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,714
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,714
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,855
▇▇▇▇▇ ▇▇▇▇▇ 6,855
▇▇▇▇▇▇▇▇ ▇. Koenkow 6,855
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 13,710
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 6,855
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 6,855
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 13,710
R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 13,710
W. ▇▇▇▇▇▇ ▇▇▇▇ 6,855
C. ▇▇▇▇▇▇ ▇▇▇▇▇ 6,855
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,662
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 208
A-11
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 208
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 3,815 January 15, 1999
The LCP Group, L.P. 13,444 January 15, ▇▇▇▇
▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited Partners Supplement
-----------------------------------------
As a result of the merger of the Partnership with Pacific Place
Partners Ltd. ("Pacific Place") on March 10, 1997, the General Partner has
authorized the issuance of Partnership Units to all former partners of Pacific
Place (the "Pacific Place Limited Partners") in the amounts specified on Exhibit
A-1 attached hereto and made a part hereof. For purposes of applying the terms
and conditions of the Partnership Agreement, the Pacific Place Limited Partners
shall be Partners of the Partnership with the rights and obligations of
Additional Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, each
Pacific Place Limited Partners shall be entitled to receive distributions with
respect to each Partnership Unit equal to the cash dividend payable with respect
to each share of LXP common stock, determined at the time of each quarterly
distribution.
For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Pacific Place Limited Partners. Taxable income shall be specially allocated to
the Pacific Place Limited Partners in an amount equal to, but not in excess of,
the cash distributed to the Pacific Place Limited Partners; provided, however,
that the Pacific Place Limited Partners shall be allocated taxable income (i) as
otherwise required in Exhibit B and C of the Partnership Agreement, and (ii)
resulting from the transaction in which the Replacement Property (as defined
below) was acquired. For purposes of Section 6.1C of the Partnership Agreement,
Nonrecourse Liabilities of the Partnership shall be allocated to account for any
income or gain to be allocated to the Pacific Place Limited Partners pursuant to
Sections 2.B and 2.D of Exhibit C, in the same priority as Nonrecourse
Liabilities are allocated to the Property Limited Partners, the Red Butte
Limited Partners, the Expansion Limited Partners and any subsequent Additional
Limited Partners that are admitted to the Partnership. The Partnership covenants
to retain sufficient Nonrecourse Liabilities to permit the allocation of such
Nonrecourse Liabilities to the Pacific Place Limited Partners in an amount
sufficient to avoid recapture of tax liability with respect to the Pacific Place
Limited Partners' negative capital accounts.
For purposes of Section 8.4 of the Partnership Agreement, on
April 15, 1999, and on each January 15, April 15, July 15 and October 15
thereafter (each a "Notice Date"), each Pacific Place Limited Partner shall have
the right (the "Pacific Place Limited Partner Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date the Partnership Units held
by a Pacific Place Limited Partner for the Redemption Amount to be delivered by
the Partnership; provided, however, that a Pacific Place Limited Partner must
convert a number of Partnership Units equal to at least the lesser of (i)1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Pacific Place Limited Partner Redemption Right shall be exercised pursuant
to a Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Pacific Place Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Pacific Place Limited Partner who is
exercising the redemption right (the "Pacific Place Redeeming Partner"). The
Pacific Place Redeeming
A-13
Partner shall have no right, with respect to any Partnership Units so redeemed,
to receive any distributions paid after the Specified Redemption Date. The
Partnership covenants to cause the registration of any LXP Common Stock issued
in connection with a redemption in such a manner as is required so that the
shares of LXP Common Stock issued in connection with such redemption are freely
transferable. The Assignee of any Pacific Place Limited Partner may exercise the
redemption rights of such Pacific Place Limited Partner, and such Pacific Place
Limited Partner shall be deemed to have assigned such rights to such Assignee
and shall be bound by the exercise of such rights by such Assignee. In
connection with any exercise of such rights by such Assignee on behalf of such
Pacific Place Limited Partner, the Redemption Amount shall be delivered by the
Partnership directly to such Assignee and not to such Pacific Place Limited
Partner.
The Partnership Units held by the Pacific Place Limited Partners
shall be subject to redemption by the Partnership if otherwise required by the
terms of the Partnership Agreement.
The Partnership hereby covenants not to dispose of its interest
in those certain properties located at ▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇▇▇▇, Pa., ▇▇ ▇.
▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇▇▇▇, Pa., and 245 Salem Church Rd., Mechanicsburg, Pa., (the
"Replacement Property") prior to March 1, 2002 without the prior consent of the
holders of fifty one percent (51%) of the Partnership Units held by Pacific
Place Limited Partners, except in the event of a foreclosure or in the event the
Partnership determines that such a disposition is necessary to ensure its
continued qualification as a real estate investment trust. In any event in which
the Partnership determines to dispose of the Replacement Property, the
Partnership agrees to use its best efforts to structure such a disposition as an
exchange that meets the requirements of Code Section 1031. Notwithstanding the
foregoing, if the Partnership does dispose of its interest prior to April 15,
1999, then the General Partner shall provide prompt written notification to the
Pacific Place Limited Partners of such disposition and each such Pacific Place
Limited Partner may exercise its Pacific Place Limited Partner Redemption Right
on the last Business Day of the calendar year in which such disposition occurs
or, if later, ten (10) Business Days following the consummation of such
transaction.
LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the Pacific Place Limited Partners are admitted to the
Partnership, on terms reasonably satisfactory to LXP and the Partnership,
pursuant to which LXP shall guaranty the obligations of the Partnership to pay
the Redemption Amount on the Specified Redemption Date. Each of the Pacific
Place Redeeming Partner, LXP, the Partnership and the General Partner shall
treat the transaction between LXP and the Pacific Place Redeeming Partner as a
sale of the Pacific Place Redeeming Partner's Partnership Units to LXP or the
General Partner, as the case may be, for federal income tax purposes. Each
Pacific Place Redeeming Partner agrees to execute such documents as the
Partnership may reasonably require in connection with the issuance of REIT
shares upon exercise of the Pacific Place Limited Partner Redemption Right.
A-14
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
----------------------------------------------------------------------------------------------------
Pacific Place Limited Partners 1.49370% April 15, 1999
------------------------------
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,543
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 772
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,543
▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee 771
u/a dated 12/28/90
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trust 772
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,543
C. ▇▇▇▇▇ ▇▇▇▇▇ 1,543
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 386
Shoppers Village Associates 1,543
c/o ▇▇▇▇▇▇ ▇. Caller
▇▇▇▇▇▇ ▇. Caller 1,188
Chappy Partners 72,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 772
▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,543
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,543
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ 3,085
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 772
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,543
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 772
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,543
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2,314
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and 1,157
▇▇▇▇ ▇▇▇▇▇▇▇
Dr. & ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 1,543
A-15
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
----------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust 1,543
▇▇▇ ▇. ▇▇▇▇▇▇ 1,543
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 771
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,543
Investment Capital Associates 1,619
ICA Pacific Place, Inc. 3,373
▇▇▇▇ ▇. ▇▇▇▇▇▇, III Ranch, Ltd. 1,543
▇▇▇ ▇. ▇▇▇▇▇▇ Ranch, Ltd. 1,542
▇▇▇▇▇▇ Caller ▇▇▇▇▇▇ 1,188
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 771
▇▇▇▇▇ ▇. ▇▇▇▇ 772
▇▇▇ ▇▇▇▇▇▇▇▇▇ and 385
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 772
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 772
King ▇▇▇▇▇▇▇▇ 1,687
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 89,300
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Revocable Trust 88,906
▇▇▇▇▇ ▇. ▇▇▇▇▇ 3,085
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 772
▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,620
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,543
▇▇▇▇▇▇▇ ▇▇▇▇ 5,399
▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,543
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Marital Trust 1,543
Pell Holdings 39,100
A-16
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
----------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,543
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 1,687
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,543
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,296
▇▇▇▇▇▇ ▇. & ▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,543
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1,188
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2,314
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 386
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,543
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,543
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 386
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,543
▇▇▇▇▇▇ ▇▇▇▇▇▇ 772
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,543
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1,543
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 771
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust 1,543
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,543
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 771
Dr. & ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 771
Mr. & ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ 1,543
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,543
A-17
Phoenix Limited Partners Supplement
-----------------------------------
As a result of the contribution of the interests in the Phoenix
Hotel Associates Limited Partnership ("Phoenix") on January 29, 1998, the
General Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3)
of this Agreement has authorized the issuance of Partnership Units to those
former partners of Phoenix (the "Phoenix Limited Partners") electing to
contribute all or a portion of their interests to the Partnership. Each Phoenix
Limited Partner shall receive the number of Units specified below. For purposes
of applying the terms and conditions of the Partnership Agreement, the Phoenix
Limited Partners shall be Partners of the Partnership with the rights and
obligations of Additional Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, each
Phoenix Limited Partner shall be entitled to receive distributions with respect
to each Partnership Unit equal to the cash dividend payable with respect to each
share of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of record of LXP on
January 30, 1998.
For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Phoenix Limited Partners. Pursuant to the General Partners' authority in Section
14.1.B(3), Partnership taxable income shall be specially allocated to the
Phoenix Limited Partners in an amount equal to, but not in excess of, all cash
distributions to the Phoenix Limited Partners; provided, however, that the
Phoenix Limited Partners shall be allocated taxable income (i) as otherwise
required in Exhibit B and C of the Partnership Agreement, and (ii) resulting
from the transaction in which the Replacement Property (as defined below) was
acquired. For purposes of Section 6.1C of the Partnership Agreement, Nonrecourse
Liabilities of the Partnership shall be allocated to account for any income or
gain to be allocated to the Phoenix Limited Partners pursuant to Sections 2.B
and 2.D of Exhibit C, in the same priority as Nonrecourse Liabilities are
allocated to the Property Limited Partners, the Red Butte Limited Partners, the
Expansion Limited Partners, the Phoenix Limited Partners, the Savannah Limited
Partners and any subsequent Additional Limited Partners that are admitted to the
Partnership. The Partnership covenants to retain sufficient Nonrecourse
Liabilities to permit the allocation of such Nonrecourse Liabilities to the
Phoenix Limited Partners in an amount sufficient to avoid recapture of tax
liability with respect to the Phoenix Limited Partners' negative capital
accounts.
For purposes of Section 8.4 of the Partnership Agreement, on
January 15, 1999, and on each January 15, April 15, July 15 and October 15
thereafter (each a "Notice Date"), each Phoenix Limited Partner shall have the
right (the "Phoenix Limited Partner Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date the Partnership Units held
by a Phoenix Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that a Phoenix Limited Partner must convert a
number of Partnership Units equal to at least the lesser of (i) 1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Phoenix Limited Partner Redemption Right shall be exercised pursuant to a
A-18
Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Phoenix Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Phoenix Limited Partner who is
exercising the redemption right (the "Phoenix Redeeming Partner"). The Phoenix
Redeeming Partner shall have no right, with respect to any Partnership Units so
redeemed, to receive any distributions paid after the Specified Redemption Date.
The Partnership covenants to cause the registration of any LXP Common Stock
issued in connection with a redemption in such a manner as is required so that
the shares of LXP Common Stock issued in connection with such redemption are
freely transferable. The Assignee of any Phoenix Limited Partner may exercise
the redemption rights of such Phoenix Limited Partner, and such Phoenix Limited
Partner shall be deemed to have assigned such rights to such Assignee and shall
be bound by the exercise of such rights by such Assignee. In connection with any
exercise of such rights by such Assignee on behalf of such Phoenix Limited
Partner, the Redemption Amount shall be delivered by the Partnership directly to
such Assignee and not to such Phoenix Limited Partner.
The Partnership Units held by the Phoenix Limited Partners shall
be subject to redemption by the Partnership if otherwise required by the terms
of the Partnership Agreement.
The Partnership hereby covenants not to permit Phoenix to dispose
of its interest in those certain properties acquired by Phoenix in connection
with its rights under that certain Exchange Agreement dated December 29, 1997
between Phoenix and Security Trust Company (the property so acquired, the
"Replacement Property") prior to January 1, 2003 without the prior consent of
the holders of fifty-one percent (51%) of the Partnership Units held by Phoenix
Limited Partners, except in the event of a foreclosure or in the event the
Partnership determines that such a disposition is necessary to ensure its
continued qualification as a real estate investment trust. In any event in which
the Partnership determines to cause Phoenix to dispose of the Replacement
Property, the Partnership agrees to use its best efforts to cause Phoenix to
structure such a disposition as an exchange that meets the requirements of Code
Section 1031. Notwithstanding the foregoing, if the Partnership does dispose of
its interest prior to January 15, 1999, then the General Partner shall provide
prompt written notification to the Phoenix Limited Partners of such disposition
and each such Phoenix Limited Partner may exercise its Phoenix Limited Partner
Redemption Right on the last Business Day of the calendar year in which such
disposition occurs or, if later, ten (10) Business Days following the
consummation of such transaction. In addition, if the Code Section 1031 exchange
described in the Exchange Agreement does not take place, or if such exchange
does not result in a deferral of all of the gain that would have been recognized
upon the sale by Phoenix of the Relinquished Property (as defined in the
Exchange Agreement), then the General Partner shall provide prompt written
notification to the Phoenix Limited Partners and shall cause LCIF to distribute
cash to the Phoenix Limited Partners in redemption of the portion of their LCIF
Units corresponding to the portion of the value of the Relinquished Property
which is treated as transferred in a taxable transaction.
LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the Phoenix Limited Partners are admitted to the
Partnership, on terms
A-19
reasonably satisfactory to LXP and the Partnership, pursuant to which LXP shall
guaranty the obligations of the Partnership to pay the Redemption Amount on the
Specified Redemption Date. Each of the Phoenix Redeeming Partner, LXP, the
Partnership and the General Partner shall treat the transaction between LXP and
the Phoenix Redeeming Partner as a sale of the Phoenix Redeeming Partner's
Partnership Units to LXP or the General Partner, as the case may be, for federal
income tax purposes. Each Phoenix Redeeming Partner agrees to execute such
documents as the Partnership may reasonably require in connection with the
issuance of REIT shares upon exercise of the Phoenix Limited Partner Redemption
Right.
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------
Phoenix Limited Partners (Class A Units 3.40508% January 15, 1999
------------------------ Contributed)
▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.25 12,272
▇▇▇▇ ▇▇▇▇▇▇▇▇ Revocable Trust dtd. 0.5 24,546
5/6/83
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Brody 1,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 250
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 250
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as custodian for
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 250
▇▇▇▇▇▇▇ Family Trust 0.25 12,273
dtd. 6/21/90
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0.5 20,000
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.5 24,546
Fremar Company 0.1425 6,996
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Trust 0.5 24,546
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D. 0.5 24,546
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D. 1 49,093
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee 1 49,093
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Rev. Trust u/a/d 4/6/90
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 0.25 12,272
A-20
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ 6,136
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Family, L.P. 0.25 12,272
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ TTEE 1 49,093
▇▇▇▇▇▇ ▇. & ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Marital
Trust U/A dtd. 1/7/82
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 0.5 24,546
▇▇▇▇▇ ▇▇▇▇▇ TTEE 0.5 24,546
Soren Family Limited Partnership 0.5 24546
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0.5 18,146
(Class B Units
Contributed)
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Family, L.P. 7.5 344,663
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust 1.6 73,528
dtd. 4/5/90
Third Lero Corp. 1% G.P. interest 33,957
A-21
Savannah Limited Partners Supplement
------------------------------------
As a result of the contribution of the interests in the Savannah
Waterfront Hotel LLC ("Savannah") on January 29, 1998, the General Partner
pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this Agreement
has authorized the issuance of Partnership Units to those former members of
Savannah (the "Savannah Limited Partners") electing to contribute all or a
portion of their interests to the Partnership. Each Savannah Limited Partner
shall receive the number of Units specified below. For purposes of applying the
terms and conditions of the Partnership Agreement, the Savannah Limited Partners
shall be Partners of the Partnership with the rights and obligations of
Additional Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, each
Savannah Limited Partner shall be entitled to receive distributions with respect
to each Partnership Unit equal to the cash dividend payable with respect to each
share of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of record of LXP on
January 30, 1998.
For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Savannah Limited Partners. Pursuant to the General Partners' authority in
Section 14.1.B(3), Partnership taxable income shall be specially allocated to
the Savannah Limited Partners in an amount equal to, but not in excess of, all
cash distributions to the Savannah Limited Partners; provided, however, that the
Savannah Limited Partners shall be allocated taxable income (i) as otherwise
required in Exhibit B and C of the Partnership Agreement, and (ii) resulting
from the transaction in which the Replacement Property (as defined below) was
acquired. For purposes of Section 6.1C of the Partnership Agreement, Nonrecourse
Liabilities of the Partnership shall be allocated to account for any income or
gain to be allocated to the Savannah Limited Partners pursuant to Sections 2.B
and 2.D of Exhibit C, in the same priority as Nonrecourse Liabilities are
allocated to the Property Limited Partners, the Red Butte Limited Partners, the
Expansion Limited Partners, the Savannah Limited Partners, the Phoenix Limited
Partners and any subsequent Additional Limited Partners that are admitted to the
Partnership. The Partnership covenants to retain sufficient Nonrecourse
Liabilities to permit the allocation of such Nonrecourse Liabilities to the
Savannah Limited Partners in an amount sufficient to avoid recapture of tax
liability with respect to the Savannah Limited Partners' negative capital
accounts.
For purposes of Section 8.4 of the Partnership Agreement, on
January 15, 1999, and on each January 15, April 15, July 15 and October 15
thereafter (each a "Notice Date"), each Savannah Limited Partner shall have the
right (the "Savannah Limited Partner Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date the Partnership Units held
by a Savannah Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that a Savannah Limited Partner must convert a
number of Partnership Units equal to at least the lesser of (i) 1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Savannah Limited Partner Redemption Right shall be exercised pursuant to
A-22
a Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Savannah Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Savannah Limited Partner who is
exercising the redemption right (the "Savannah Redeeming Partner"). The Savannah
Redeeming Partner shall have no right, with respect to any Partnership Units so
redeemed, to receive any distributions paid after the Specified Redemption Date.
The Partnership covenants to cause the registration of any LXP Common Stock
issued in connection with a redemption in such a manner as is required so that
the shares of LXP Common Stock issued in connection with such redemption are
freely transferable. The Assignee of any Savannah Limited Partner may exercise
the redemption rights of such Savannah Limited Partner, and such Savannah
Limited Partner shall be deemed to have assigned such rights to such Assignee
and shall be bound by the exercise of such rights by such Assignee. In
connection with any exercise of such rights by such Assignee on behalf of such
Savannah Limited Partner, the Redemption Amount shall be delivered by the
Partnership directly to such Assignee and not to such Savannah Limited Partner.
The Partnership Units held by the Savannah Limited Partners shall
be subject to redemption by the Partnership if otherwise required by the terms
of the Partnership Agreement.
The Partnership hereby covenants not to permit Savannah to
dispose of its interest in those certain properties acquired by Savannah in
connection with its rights under that certain Exchange Agreement dated December
29, 1997 between Savannah and Security Trust Company (the property so acquired,
the "Replacement Property") prior to January 1, 2003 without the prior consent
of the holders of fifty-one percent (51%) of the Partnership Units held by
Savannah Limited Partners, except in the event of a foreclosure or in the event
the Partnership determines that such a disposition is necessary to ensure its
continued qualification as a real estate investment trust. In any event in which
the Partnership determines to cause Savannah to dispose of the Replacement
Property, the Partnership agrees to use its best efforts to cause Savannah to
structure such a disposition as an exchange that meets the requirements of Code
Section 1031. Notwithstanding the foregoing, if the Partnership does dispose of
its interest prior to January 15, 1999, then the General Partner shall provide
prompt written notification to the Savannah Limited Partners of such disposition
and each such Savannah Limited Partner may exercise its Savannah Limited Partner
Redemption Right on the last Business Day of the calendar year in which such
disposition occurs or, if later, ten (10) Business Days following the
consummation of such transaction. In addition, if the Code Section 1031 exchange
described in the Exchange Agreement does not take place, or if such exchange
does not result in a deferral of all of the gain that would have been recognized
upon the sale by Savannah of the Relinquished Property (as defined in the
Exchange Agreement), then the General Partner shall provide prompt written
notification to the Savannah Limited Partners and shall cause LCIF to distribute
cash to the Savannah Limited Partners in redemption of the portion of their LCIF
Units corresponding to the portion of the value of the Relinquished Property
which is treated as transferred in a taxable transaction.
LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the Savannah Limited Partners are admitted to the
Partnership, on terms
A-23
reasonably satisfactory to LXP and the Partnership, pursuant to which LXP shall
guaranty the obligations of the Partnership to pay the Redemption Amount on the
Specified Redemption Date. Each of the Savannah Redeeming Partner, LXP, the
Partnership and the General Partner shall treat the transaction between LXP and
the Savannah Redeeming Partner as a sale of the Savannah Redeeming Partner's
Partnership Units to LXP or the General Partner, as the case may be, for federal
income tax purposes. Each Savannah Redeeming Partner agrees to execute such
documents as the Partnership may reasonably require in connection with the
issuance of REIT shares upon exercise of the Savannah Limited Partner Redemption
Right.
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------
(Units
Savannah Limited Partners Contributed) 0.96850% January 15, 1999
-------------------------
H. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. 1,100 157,447
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Shiftan 125 17,891
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 125 17,891
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust dtd. 4/5/90 125 17,891
▇▇▇▇▇ ▇▇▇▇▇ 275 37,361
A-24
Anchorage Limited Partner Supplement
------------------------------------
As a result of the Partnership having entered into a Contribution
Agreement with RBH Ventures, a Washington general partnership on May 8, 1998,
pursuant to which the Partnership acquired 51.31% of the net equity value of
certain real property located in the city of Anchorage, Alaska, on which is
located a commercial building (the "Anchorage Property") from RBH, the General
Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this
Agreement has authorized the issuance of Partnership Units to RBH (the
"Anchorage Limited Partner"). The Anchorage Limited Partner shall receive the
number of Units specified below. For purposes of applying the terms and
conditions of the Partnership Agreement, the Anchorage Limited Partner shall be
a Partner of the Partnership with the rights and obligations of Additional
Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, the
Anchorage Limited Partner shall be entitled to receive distributions with
respect to each Partnership Unit equal to the cash dividend payable with respect
to each share of LXP common stock, determined at the time of each quarterly
distribution beginning with the distribution payable to shareholders of record
of LXP on July 30, 1998.
For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Anchorage Limited Partner. Pursuant to the General Partner's authority in
Section 14.1.B(3), Partnership taxable income shall be specially allocated to
the Anchorage Limited Partner in an amount equal to, but not in excess of, all
cash distributions to the Anchorage Limited Partner; provided, however, that the
Anchorage Limited Partner shall be allocated taxable income as otherwise
required in Exhibit B and C of the Partnership Agreement. For purposes of
Section 6.1C of the Partnership Agreement, Nonrecourse Liabilities of the
Partnership shall be allocated to account for any income or gain to be allocated
to the Anchorage Limited Partner pursuant to Sections 2.B and 2.D of Exhibit C,
in the same priority as Nonrecourse Liabilities are allocated to the Property
Limited Partners, the Red Butte Limited Partners, the Expansion Limited
Partners, the Savannah Limited Partners, the Phoenix Limited Partners and any
subsequent Additional Limited Partners that are admitted to the Partnership. The
Partnership covenants to retain sufficient Nonrecourse Liabilities to permit the
allocation of such Nonrecourse Liabilities to the Anchorage Limited Partner in
an amount sufficient to avoid recapture of tax liability with respect to the
Anchorage Limited Partner's negative capital accounts.
For purposes of Section 8.4 of the Partnership Agreement, on July
15, 1999, and on each July 15, October 15, January 15 and April 15 thereafter
(each a "Notice Date"), the Anchorage Limited Partner shall have the right (the
"Anchorage Limited Partner Redemption Right") to require the Partnership to
redeem on a Specified Redemption Date the Partnership Units held by the
Anchorage Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that the Anchorage Limited Partner must convert
a number of Partnership Units equal to at least the lesser of (i) 1,000
Partnership Units, or (ii) all of the Partnership Units held by such
A-25
Partner. The Anchorage Limited Partner Redemption Right shall be exercised
pursuant to a Notice of Redemption (substantially in the form of Exhibits D-1
through D-4 modified to reflect the Anchorage Limited Partner) delivered to the
General Partner and LXP on a Notice Date by the Anchorage Limited Partner who is
exercising the redemption right (the "Anchorage Redeeming Partner"). The
Anchorage Redeeming Partner shall have no right, with respect to any Partnership
Units so redeemed, to receive any distributions paid after the Specified
Redemption Date. The Partnership covenants to cause the registration of any LXP
Common Stock issued in connection with a redemption in such a manner as is
required so that the shares of LXP Common Stock issued in connection with such
redemption are freely transferable. The Assignee of the Anchorage Limited
Partner may exercise the redemption rights of the Anchorage Limited Partner, and
the Anchorage Limited Partner shall be deemed to have assigned such rights to
such Assignee and shall be bound by the exercise of such rights by such
Assignee. In connection with any exercise of such rights by such Assignee on
behalf of the Anchorage Limited Partner, such Redemption Amount shall be
delivered by the Partnership directly to such Assignee and not to such Anchorage
Limited Partner.
The Partnership Units held by the Anchorage Limited Partner shall
be subject to redemption by the Partnership if otherwise required by the terms
of the Partnership Agreement.
LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the Anchorage Limited Partner is admitted to the
Partnership, on terms reasonably satisfactory to LXP and the Partnership,
pursuant to which LXP shall guaranty the obligations of the Partnership to pay
the Redemption Amount on the Specified Redemption Date. Each of the Anchorage
Redeeming Partner, LXP, the Partnership and the General Partner shall treat the
transaction between LXP and the Anchorage Redeeming Partner as a sale of the
Anchorage Redeeming Partner's Partnership Units to LXP or the General Partner,
as the case may be, for federal income tax purposes. The Anchorage Redeeming
Partner agrees to execute such documents as the Partnership may reasonably
require in connection with the issuance of REIT shares upon exercise of the
Anchorage Limited Partner Redemption Right.
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------
Anchorage Limited Partner July 15, 1999
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 97,816 0.38126%
A-26
Columbia Limited Partners Supplement
------------------------------------
As a result of the Partnership having entered into (i) a
Contribution Agreement with Columbia Property Associates, a Maryland limited
partnership ("CPA") on December 31, 1998, pursuant to which the Partnership
acquired an estate-for-years interest in a parcel of real property located in
Columbia, Maryland (the "Columbia Property") from CPA, (ii) a Contribution
Agreement with The E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Irrevocable Trust on December 3, 1998
pursuant to which the Partnership acquired a remainder interest in the Columbia
Property, (iii) a Contribution Agreement with The LCP Group, L.P. on December 3,
1998, (iv) a Contribution Agreement with The LCP Group, L.P. on December 3,
1998, and (v) a Contribution Agreement with The LCP Group, L.P., ▇▇▇▇▇▇ Page,
Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust on December 3, 1998, the
General Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3)
of this Agreement has authorized the issuance of Partnership Units to all former
partners of CPA, The LCP Group, L.P., ▇▇▇▇▇▇ Page, Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust and The E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Irrevocable Trust (the
"Columbia Limited Partners"). The Columbia Limited Partners shall receive the
number of Units specified below. For purposes of applying the terms and
conditions of the Partnership Agreement, the Columbia Limited Partners shall be
a Partner of the Partnership with the rights and obligations of Additional
Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, each
Columbia Limited Partner shall be entitled to receive distributions with respect
to each Partnership Unit equal to the cash dividend payable with respect to each
share of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution in respect to the first quarter of 1999.
For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Columbia Limited Partners. Pursuant to the General Partner's authority in
Section 14.1.B(3), Partnership taxable income shall be specially allocated to
the Columbia Limited Partners in an amount equal to, but not in excess of, all
cash distributions to the Columbia Limited Partners; provided, however, that the
Columbia Limited Partners shall be allocated taxable income as otherwise
required in Exhibit B and C of the Partnership Agreement. For purposes of
Section 6.1C of the Partnership Agreement, Nonrecourse Liabilities of the
Partnership shall be allocated to account for any income or gain to be allocated
to the Columbia Limited Partners pursuant to Sections 2.B and 2.D of Exhibit C,
in the same priority as Nonrecourse Liabilities are allocated to the Property
Limited Partners, the Red Butte Limited Partners, the Expansion Limited
Partners, the Savannah Limited Partners, the Phoenix Limited Partners, the
Anchorage Limited Partner, the Trademark Lancaster Limited Partner and any
subsequent Additional Limited Partners that are admitted to the Partnership. The
Partnership covenants to retain sufficient Nonrecourse Liabilities to permit the
allocation of such Nonrecourse Liabilities to the Columbia Limited Partners in
an amount sufficient to avoid recapture of tax liability with respect to the
Columbia Limited Partners' negative capital accounts.
A-27
For purposes of Section 8.4 of the Partnership Agreement, on
December 1, 1999, and on each December 1, March 1, June 1 and September 1
thereafter (each a "Notice Date"), each Columbia Limited Partner shall have the
right (the "Columbia Limited Partner Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date the Partnership Units held
by a Columbia Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that a Columbia Limited Partner must convert a
number of Partnership Units equal to at least the lesser of (i) 1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Columbia Limited Partner Redemption Right shall be exercised pursuant to a
Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Columbia Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Columbia Limited Partner who is
exercising the redemption right (the "Columbia Redeeming Partner"). The Columbia
Redeeming Partner shall have no right, with respect to any Partnership Units so
redeemed, to receive any distributions paid after the Specified Redemption Date.
The Partnership covenants to cause the registration of any LXP Common Stock
issued in connection with a redemption in such a manner as is required so that
the shares of LXP Common Stock issued in connection with such redemption are
freely transferable. The Assignee of the Columbia Limited Partner may exercise
the redemption rights of the Columbia Limited Partner, and the Columbia Limited
Partner shall be deemed to have assigned such rights to such Assignee and shall
be bound by the exercise of such rights by such Assignee. In connection with any
exercise of such rights by such Assignee on behalf of such Columbia Limited
Partner, such Redemption Amount shall be delivered by the Partnership directly
to such Assignee and not to such Columbia Limited Partner.
The Partnership Units held by the Columbia Limited Partners shall
be subject to redemption by the Partnership if otherwise required by the terms
of the Partnership Agreement.
The Partnership hereby covenants not to dispose of its interest
in the Columbia Property prior to January 1, 2004 except in the event of a
foreclosure or in the event the Partnership determines that such a disposition
is necessary to ensure its continued qualification as a real estate investment
trust.
LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the Columbia Limited Partners are admitted to the
Partnership, on terms reasonably satisfactory to LXP and the Partnership,
pursuant to which LXP shall guaranty the obligations of the Partnership to pay
the Redemption Amount on the Specified Redemption Date. Each of the Columbia
Redeeming Partner, LXP, the Partnership and the General Partner shall treat the
transaction between LXP and the Columbia Redeeming Partner as a sale of the
Columbia Redeeming Partner's Partnership Units to LXP or the General Partner, as
the case may be, for federal income tax purposes. The Columbia Redeeming Partner
agrees to execute such documents as the Partnership may reasonably require in
connection with the issuance of REIT shares upon exercise of the Columbia
Limited Partner Redemption Right.
A-28
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------
(Units 0.73118% December 1, 1999
Columbia Limited Partners Contributed)
-------------------------
The LCP Group, L.P. 86,014
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 392.5
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Irrevocable Trust 19,231
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 7,158.5
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust 1,349
▇▇▇▇▇ ▇▇▇▇ 0.5 3,866
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Family Trust 1 7,731
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.5 3,866
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0.5 3,866
▇▇▇▇▇ ▇. ▇▇▇▇ 1 7,731
▇▇▇▇ ▇. ▇▇▇▇▇▇ 0.5 3,866
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1 7,731
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1 7,731
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Family Trust 0.5 3,866
▇▇▇▇▇ ▇▇▇▇▇▇ 0.5 3,866
▇▇▇▇▇▇ ▇▇▇▇▇ 0.5 3,866
▇▇▇▇▇▇ ▇▇▇▇▇ 1 7,731
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0.5 3,866
▇▇▇▇ ▇. ▇▇▇▇▇ 0.5 3,866
A-29
LPM Limited Partners Supplement
-------------------------------
As a result of the contribution of 9,900 Class B non-voting
shares of common stock (the "Stock") in Leased Properties Management, Inc., a
Delaware corporation ("LPM") on June 23, 2000, the General Partner pursuant to
Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this Agreement has
authorized the issuance of Partnership Units to the former holders of the Stock
(the "LPM Limited Partner"). The LPM Limited Partner shall receive the number of
Units specified below. For purposes of applying the terms and conditions of the
Partnership Agreement, the LPM Limited Partner shall be a Partner of the
Partnership with the rights and obligations of Additional Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, the LPM
Limited Partner shall be entitled to receive distributions with respect to each
Partnership Unit equal to the cash dividend payable with respect to each share
of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of LXP in respect of the
second quarter of 2000.
For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
LPM Limited Partner. Pursuant to the General Partner's authority in Section
14.1.B(3), Partnership taxable income shall be specially allocated to the LPM
Limited Partner in an amount equal to, but not in excess of, all cash
distributions to the LPM Limited Partner; provided, however, that the LPM
Limited Partner shall be allocated taxable income as otherwise required in
Exhibit B and C of the Partnership Agreement. For purposes of Section 6.1C of
the Partnership Agreement, Nonrecourse Liabilities of the Partnership shall be
allocated to account for any income or gain to be allocated to the LPM Limited
Partner pursuant to Sections 2.B and 2.D of Exhibit C, in the same priority as
Nonrecourse Liabilities are allocated to the Property Limited Partners, the Red
Butte Limited Partners, the Expansion Limited Partners, the Pacific Place
Limited Partners, the Phoenix Limited Partners, the Savannah Limited Partners,
the Anchorage Limited Partner, the Trademark Limited Partners, the Columbia
Limited Partners and any subsequent Additional Limited Partners that are
admitted to the Partnership. The Partnership covenants to use its best efforts
during the five-year period ending June 22, 2005 to retain sufficient
Nonrecourse Liabilities to permit the allocation of such Nonrecourse Liabilities
to the LPM Limited Partner in an amount sufficient to avoid recapture of tax
liability with respect to the LPM Limited Partner's negative capital accounts.
For purposes of Section 8.4 of the Partnership Agreement, on June
23, 2002, and on each June 23, September 23, December 23 and March 23 thereafter
(each a "Notice Date"), the LPM Limited Partner shall have the right (the "LPM
Limited Partner Redemption Right") to require the Partnership to redeem on a
Specified Redemption Date the Partnership Units held by the LPM Limited Partner
for the Redemption Amount to be delivered by the Partnership; provided, however,
that the LPM Limited Partner must convert a number of Partnership Units equal to
at least the lesser of (i) 1,000 Partnership
A-30
Units, or (ii) all of the Partnership Units held by such Partner. The LPM
Limited Partner Redemption Right shall be exercised pursuant to a Notice of
Redemption (substantially in the form of Exhibits D-1 through D-4 modified to
reflect the LPM Limited Partner) delivered to the General Partner and LXP on a
Notice Date by the LPM Limited Partner who is exercising the redemption right
(the "LPM Redeeming Partner"). The LPM Redeeming Partner shall have no right,
with respect to any Partnership Units so redeemed, to receive any distributions
paid after the Specified Redemption Date. The Partnership covenants to cause the
registration of any LXP Common Stock issued in connection with a redemption in
such a manner as is required so that the shares of LXP Common Stock issued in
connection with such redemption are freely transferable. The Assignee of the LPM
Limited Partner may exercise the redemption rights of the LPM Limited Partner,
and the LPM Limited Partner shall be deemed to have assigned such rights to such
Assignee and shall be bound by the exercise of such rights by such Assignee. In
connection with any exercise of such rights by such Assignee on behalf of the
LPM Limited Partner, such Redemption Amount shall be delivered by the
Partnership directly to such Assignee and not to such LPM Limited Partner.
The Partnership Units held by the LPM Limited Partner shall be
subject to redemption by the Partnership if otherwise required by the terms of
the Partnership Agreement.
LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the LPM Limited Partner is admitted to the Partnership,
on terms reasonably satisfactory to LXP and the Partnership, pursuant to which
LXP shall guaranty the obligations of the Partnership to pay the Redemption
Amount on the Specified Redemption Date. Each of the LPM Redeeming Partner, LXP,
the Partnership and the General Partner shall treat the transaction between LXP
and the LPM Redeeming Partner as a sale of the LPM Redeeming Partner's
Partnership Units to LXP or the General Partner, as the case may be, for federal
income tax purposes. The LPM Redeeming Partner agrees to execute such documents
as the Partnership may reasonably require in connection with the issuance of
REIT shares upon exercise of the LPM Limited Partner Redemption Right.
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner
Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------
LPM Limited Partner June 23, 2002
-------------------
The LCP Group, L.P. 83,400 0.32507%
A-31
12/31/03 Limited Partners Supplement
------------------------------------
As a result of the Partnership having entered into a Contribution
Agreement with The LCP Group, L.P., the beneficiaries of the Estate of ▇▇▇▇▇▇ ▇.
▇▇▇▇ listed below, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (each a "12/31/2003
Limited Partner"), the General Partner has authorized the issuance of
Partnership Units to each 12/31/2003 Limited Partner in the amount specified
below. For purposes of applying the terms and conditions of the Agreement, each
12/31/2003 Limited Partner shall be a Partner of the Partnership with the rights
and obligations of Additional Limited Partners, subject to the terms and
conditions of this supplement.
Notwithstanding Section 5.1.A of the Agreement, each 12/31/2003
Limited Partner shall be entitled to receive distributions with respect to each
Partnership Unit equal to the cash dividend payable with respect to each share
of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of record of LXP in
February, 2004.
Partnership taxable income shall be specially allocated to each
12/31/2003 Limited Partner in an amount equal to, but not in excess of, the cash
distributed to each such 12/31/2003 Limited Partner; provided, however, that
each such partner shall be allocated taxable income as otherwise required in
Exhibit B and C of the Partnership Agreement.
For purposes of Section 8.4 of the Partnership Agreement,
beginning on January 15, 2006, and on each January 15, April 15, July 15 and
October 15 thereafter (each a "Notice Date"), each 12/31/2003 Limited Partner
shall have the right (the "12/31/2003 Limited Partner Redemption Right") to
require the Partnership to redeem on a Specified Redemption Date the Partnership
Units held by such 12/31/2003 Limited Partner for the Redemption Amount to be
delivered by the Partnership; provided, however, that each 12/31/2003 Limited
Partner must convert a number of Partnership Units equal to at least the lesser
of (i) 1,000 Partnership Units, or (ii) all of the Partnership Units held by
such partner. The 12/31/2003 Limited Partner Redemption Right shall be exercised
pursuant to a Notice of Redemption (substantially in the form of Exhibits D-1
through D-4) delivered to the General Partner and LXP on a Notice Date by the
12/31/2003 Limited Partner who is exercising the redemption right (the
"12/31/2003 Redeeming Partner"). The 12/31/2003 Redeeming Partner shall have no
right, with respect to any Partnership Units so redeemed, to receive any
distributions paid after the Specified Redemption Date. The Partnership
covenants to cause the registration of any LXP Common Stock issued in connection
with a redemption in such a manner as is required so that the shares of LXP
Common Stock issued in connection with such redemption are freely transferable.
The Assignee of any 12/31/2003 Limited Partner may exercise the redemption
rights of such 12/31/2003 Limited Partner, and such 12/31/2003 Limited Partner
shall be deemed to have assigned such rights to such Assignee and shall be bound
by the exercise of such rights by such Assignee. In connection with any exercise
of such rights by such Assignee on behalf of such 12/31/2003 Limited Partner,
A-32
the Redemption Amount shall be delivered by the Partnership directly to such
Assignee and not to such 12/31/2003 Limited Partner.
The Partnership Units held by a 12/31/2003 Limited Partner shall
be subject to redemption by the Partnership if otherwise required by the terms
of the Partnership Agreement.
LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the 12/31/2003 Limited Partners are admitted to the
Partnership, on terms reasonably satisfactory to LXP and the Partnership,
pursuant to which LXP shall guaranty the obligations of the Partnership to pay
the Redemption Amount on the Specified Redemption Date.
Each of the 12/31/2003 Limited Partners, LXP, the Partnership and
the General Partner shall treat the transaction between LXP and each 12/31/2003
Limited Partner as a sale of the 12/31/2003 Redeeming Partner's Partnership
Units to LXP or the General Partner, as the case may be, for federal income tax
purposes. Each 12/31/2003 Limited Partner agrees to execute such documents as
the Partnership may reasonably require in connection with the issuance of REIT
shares upon exercise of its Redemption Right.
Partnership Percentage Redemption
Name and Address of Partner Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------
January 15,
12/31/2003 Limited Partners 231,763 0.90334 2006
---------------------------
-----------------------------------------------------------------------------------------------------
The LCP Group, L.P. 91,137
▇▇▇▇▇▇ ▇▇▇▇ Insurance Trust U/A/D
5/13/92, F/B/O Monk 44,762
Children, ▇▇▇▇▇ ▇▇▇▇, Trustee
Trust F/B/O ▇▇▇▇▇▇▇▇ ▇▇▇▇, U/A 2,704
2/28/89, ▇▇▇▇▇ ▇▇▇▇, Trustee
Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇ U/A 2/28/89, 2,704
▇▇▇▇▇ ▇▇▇▇, Trustee
Trust f/b/o ▇▇▇▇▇▇▇▇ ▇▇▇▇ U/A 2,704
2/28/89, ▇▇▇▇▇ ▇▇▇▇, Trustee
14,932
▇▇▇▇▇ ▇. ▇▇▇▇
A-33
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 11,126
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 4,356
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust dtd. 4/5/90 11,126
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 17,010
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 12,515
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 16,687
A-34
▇▇▇▇▇▇▇▇▇▇ Limited Partners Supplement
As a result of the contribution of the interests in Barnhech
▇▇▇▇▇▇▇▇▇▇ Associates Limited Partnership ("▇▇▇▇▇▇▇▇▇▇") on October 28, 2004,
the General Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and
14.1.B(3) of this Agreement has authorized the issuance of Partnership Units to
those former limited partners of ▇▇▇▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇▇▇▇ Limited Partners")
electing to contribute all of their interests to the Partnership. Each
▇▇▇▇▇▇▇▇▇▇ Limited Partner shall receive the number of Partnership Units
specified below. For purposes of applying the terms and conditions of the
Agreement, each ▇▇▇▇▇▇▇▇▇▇ Limited Partner shall be a Partner of the Partnership
with the rights and obligations of Additional Limited Partners.
Notwithstanding Section 5.1.A of the Agreement, each ▇▇▇▇▇▇▇▇▇▇
Limited Partner shall be entitled to receive distributions with respect to each
Partnership Unit equal to the cash dividend payable with respect to each share
of REIT Shares, determined at the time of each quarterly distribution beginning
with the distribution payable to shareholders of record of LXP in November,
2004.
Partnership taxable income shall be specially allocated to each
▇▇▇▇▇▇▇▇▇▇ Limited Partner in an amount equal to, but not in excess of, the cash
distributed to each such ▇▇▇▇▇▇▇▇▇▇ Limited Partner; provided, however, that
each such ▇▇▇▇▇▇▇▇▇▇ Limited Partner shall be allocated taxable income as
otherwise required in Exhibit B and C of the Partnership Agreement.
For purposes of Section 8.4 of the Partnership Agreement,
beginning on May 1, 2006, and on each August 1st, November 1st, February 1st,
and May 1st thereafter (each a "Notice Date"), each ▇▇▇▇▇▇▇▇▇▇ Limited Partner
shall have the right (the "▇▇▇▇▇▇▇▇▇▇ Limited Partner Redemption Right") to
require the Partnership to redeem on a Specified Redemption Date the Partnership
Units held by such ▇▇▇▇▇▇▇▇▇▇ Limited Partner for the Redemption Amount to be
delivered by the Partnership; provided, however, that each ▇▇▇▇▇▇▇▇▇▇ Limited
Partner must convert a number of Partnership Units equal to at least the lesser
of (i) 1,000 Partnership Units, or (ii) all of the Partnership Units held by
such partner. The ▇▇▇▇▇▇▇▇▇▇ Limited Partner Redemption Right shall be exercised
pursuant to a Notice of Redemption (substantially in the form of Exhibits D-1
through D-4) delivered to the General Partner and LXP on a Notice Date by the
▇▇▇▇▇▇▇▇▇▇ Limited Partner who is exercising its ▇▇▇▇▇▇▇▇▇▇ Limited Partner
Redemption Right (the "▇▇▇▇▇▇▇▇▇▇ Redeeming Partner"). The ▇▇▇▇▇▇▇▇▇▇ Redeeming
Partner shall have no right, with respect to any Partnership Units so redeemed,
to receive any distributions paid after the Specified Redemption Date. The
Partnership covenants to cause the registration of any REIT Shares issued in
connection with a redemption in such a manner as is required so that the REIT
Shares issued in connection with such redemption are freely transferable. The
Assignee of any ▇▇▇▇▇▇▇▇▇▇ Limited Partner may exercise the redemption rights of
such ▇▇▇▇▇▇▇▇▇▇ Limited Partner, and such ▇▇▇▇▇▇▇▇▇▇ Limited Partner shall be
deemed to have assigned such rights to such Assignee and shall be bound by the
exercise of such rights by such Assignee. In connection with any exercise of
such rights by such Assignee on behalf of
A-35
such ▇▇▇▇▇▇▇▇▇▇ Limited Partner, the Redemption Amount shall be delivered by the
Partnership directly to such Assignee and not to such ▇▇▇▇▇▇▇▇▇▇ Limited
Partner.
The Partnership Units held by a ▇▇▇▇▇▇▇▇▇▇ Limited Partner shall
be subject to redemption by the Partnership if otherwise required by the terms
of the Partnership Agreement.
LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the ▇▇▇▇▇▇▇▇▇▇ Limited Partner are admitted to the
Partnership, on terms reasonably satisfactory to LXP and the Partnership,
pursuant to which LXP shall guaranty the obligations of the Partnership to pay
the Redemption Amount on the Specified Redemption Date.
Each of the ▇▇▇▇▇▇▇▇▇▇ Limited Partners, LXP, the Partnership and
the General Partner shall treat the transaction between LXP and each ▇▇▇▇▇▇▇▇▇▇
Limited Partner as a sale of the ▇▇▇▇▇▇▇▇▇▇ Redeeming Partner's Partnership
Units to LXP or the General Partner, as the case may be, for federal income tax
purposes. Each ▇▇▇▇▇▇▇▇▇▇ Limited Partner agrees to execute such documents as
the Partnership may reasonably require in connection with the issuance of REIT
Shares upon exercise of its Redemption Right.
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital
Name and Address of Partner Contribution(3) Partnership Percentage Redemption
Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇ Limited Partners 0.3813% May 1, 2006
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 0.15647520 1,974
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 0.06128612 773
▇▇▇▇▇ ▇. ▇▇▇▇ 0.21808731 2,751
▇▇▇▇▇▇ ▇▇▇▇ Insurance Trust U/A/D 0.65393594 8,251
5/13/92, F/B/O Monk Children, ▇▇▇▇▇
▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust dtd. 4/5/90 0.15647520 1,974
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.23927666 3,019
_____________________________
3 Units of Limited Partnership of ▇▇▇▇▇▇▇▇▇▇ Contributed
A-36
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 0.17603460 2,221
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0.23471280 2,961
Trust F/B/O ▇▇▇▇▇▇ ▇▇▇▇ U/A 2/28/89, 0.04074875 514
▇▇▇▇▇▇ ▇▇▇▇, Trustee
Trust F/B/O ▇▇▇▇▇▇▇▇ ▇▇▇▇ U/A 2/28/89, 0.04074875 514
▇▇▇▇▇▇ ▇▇▇▇, Trustee
Trust F/B/O ▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.04074875 514
U/A 2/28/89, ▇▇▇▇▇▇ ▇▇▇▇, Trustee
The LCP Group, L.P. 1.74136992 21,972
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. 0.50000000 6,309
▇▇▇▇▇▇ ▇▇▇▇▇ 2.49355200 31,463
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 1.00000000 12,618
A-37