Exhibit 10.1
FIFTH AMENDMENT TO
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF
LEPERCQ CORPORATE INCOME FUND L.P.
This FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF LEPERCQ CORPORATE INCOME FUND L.P. (this "Amendment") is
made and entered into effective as of December 8, 2004 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, and by Fourth Amendment thereto effective as of October 28,
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 2,700,000 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 attached hereto as Annex I
(the "Certificate of Designation").
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 1,891,016 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 and (ii) the admission of Lex
LP as a Limited Partner holding Preferred OP Units (a "Preferred Limited
Partner").
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. Certificate of Designation; Preferred Limited Partner. The
Agreement is hereby amended to the extent necessary to reflect that the rights,
preferences and privileges of the Preferred OP Units and the Preferred Limited
Partner, shall be as set forth in the Certificate of Designation which is hereby
attached as Annex I to the Agreement and made a part hereof. 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]
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 $92,068,841.50 1,891,016 100% (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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.00033 136
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o ▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.00033 135
▇▇▇▇▇ ▇. ▇▇▇▇ 0.001 406
F/B/O ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Trust) 0.5 3,902
F/B/O ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Trust) 0.5 3,902
▇. ▇▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇ 0.00050 2
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o ▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.00025 1
▇▇▇▇▇▇ ▇▇▇▇ Ins. Trust f/b/o ▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.00025 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
▇▇▇▇▇ ▇. Linen IV Irrevocable Trust 1 1,703
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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
▇▇▇▇▇▇ ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Marital Trust 33,842
▇▇▇▇▇▇▇, Windsor & ▇▇▇▇ 16,921
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 16,921
Dallas, ▇▇▇▇▇▇ ▇. (Sr.) 16,921
▇▇▇▇▇▇, ▇▇▇▇▇▇ (▇▇▇▇ ▇. ▇▇▇▇▇▇, escrow agent) 33,842
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 Partnership 16,921
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 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 Trust 2,716
▇▇▇▇▇, ▇▇▇▇▇▇▇ 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. 68,704
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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
▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,707
Dr. ▇▇▇▇▇ ▇▇▇▇ 1,707
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. 1,707
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,707
A-8
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
------------------------------------------------------------------------------------------------------------------------------------
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
▇▇▇ ▇. ▇▇▇▇▇▇ 778
▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 778
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 778
A-9
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 2,262
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,855
▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,855
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,855
A-10
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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-12
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-13
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-14
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-15
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-16
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-17
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-18
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. 5/6/83 0.5 24,546
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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-19
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
▇▇▇▇▇▇ ▇. & ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Marital 1 49,093
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-20
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-21
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-22
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
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
------------------------------------------------------------------------------------------------------------------------------------
Savannah Limited Partners (Units 0.96850% January 15, 1999
------------------------- Contributed)
H. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. 1,100 157,447
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Shiftan 125 17,891
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 125 17,891
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust dtd. 4/5/90 125 17,891
▇▇▇▇▇ ▇▇▇▇▇ 275 37,361
A-23
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-24
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
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
------------------------------------------------------------------------------------------------------------------------------------
Anchorage Limited Partner July 15, 1999
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 97,816 0.38126%
A-25
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-26
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-27
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner Capital Partnership Percentage Redemption
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-28
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-29
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
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
------------------------------------------------------------------------------------------------------------------------------------
LPM Limited Partner June 23, 2002
-------------------
The LCP Group, L.P. 83,400 0.32507%
A-30
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-31
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.
Redemption
Partnership Percentage Exercise
Name and Address of Partner Units Interest 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 Children, ▇▇▇▇▇
▇▇▇▇, Trustee 44,762
Trust F/B/O ▇▇▇▇▇▇▇▇ ▇▇▇▇, U/A
2/28/89, ▇▇▇▇▇ ▇▇▇▇, Trustee 2,704
Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇ U/A 2/28/89,
▇▇▇▇▇ ▇▇▇▇, Trustee 2,704
Trust f/b/o ▇▇▇▇▇▇▇▇ ▇▇▇▇ U/A
2/28/89, ▇▇▇▇▇ ▇▇▇▇, Trustee 2,704
▇▇▇▇▇ ▇. ▇▇▇▇ 14,932
A-32
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 11,126
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 4,356
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust dtd. 4/5/90 11,126
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 17,010
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 12,515
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 16,687
A-33
▇▇▇▇▇▇▇▇▇▇ 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-34
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
Name and Address of Partner Capital Partnership Percentage Redemption
Contribution(3) 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
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 0.17603460 2,221
------------------------
3 Units of Limited Partnership of ▇▇▇▇▇▇▇▇▇▇ Contributed
A-35
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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-36
ANNEX I
CERTIFICATE OF DESIGNATION
OF
SERIES C PREFERRED
OPERATING PARTNERSHIP UNITS
OR LIMITED PARTNERSHIP INTERESTS
OF
LEPERCQ CORPORATE INCOME FUND L.P.
-------------------------------------------
Series C Preferred Units
------------------------
A series of 2,171,166 operating units of Preferred Limited Partnership
Interests of LERPERCQ CORPORATE INCOME FUND L.P., a Delaware limited partnership
(the "Partnership"), shall be created and be designated "Series C Preferred
Units" having the rights and preferences set forth herein.
WHEREAS, Lexington Corporate Properties Trust, a Maryland statutory real
estate investment trust ("LXP"), is the sole beneficial owner of Lex GP-1 Trust,
a Delaware statutory trust and the sole general partner of the Partnership (the
"General Partner");
WHEREAS, 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, the Partnership, Lepercq Corporate Income Fund II L.P.
and Net 3 Acquisition L.P., on the other, and as of the date hereof, LXP has (i)
completed the offer and sale (the "Offering") to the Underwriter of 2,700,000
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"), and (ii) granted the Underwriter a 30-day option to purchase an
additional 400,000 Preferred Shares, both pursuant to a prospectus supplement
dated December 3, 2004 and the accompanying base prospectus dated October 22,
2003;
WHEREAS, the Preferred Shares carry a cumulative preferred dividend,
liquidation preference and conversion right further described in the Articles
Supplementary of LXP, dated as of December 8, 2004 (the "Articles
Supplementary");
WHEREAS, pursuant to Section 4.2 of the Fifth Amended and Restated
Agreement of Limited Partnership of the Partnership, dated as of December 31,
1996, as amended (the "Partnership Agreement"), LXP has contributed a portion of
the net proceeds of the Offering to the Partnership in exchange for Series C
Preferred Units; and
WHEREAS, as required by the Partnership Agreement, the Series C
Preferred 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;
-1-
FIRST: Pursuant to the authority expressly vested in the General Partner
of the Partnership by Section 4.2 of the Partnership Agreement, and in
accordance with Section 17-302 of the Delaware Revised Uniform Limited
Partnership Act, the General Partner has adopted resolutions designating the
Series C Preferred Units and setting forth the terms of the Series C Preferred
Units, including preferences, conversion or other rights, voting powers,
restrictions, limitations as to distributions, qualifications, or terms or
conditions of redemption and the price.
SECOND: The terms of the Series C Preferred Units as set by the General
Partner, including preferences, conversion or other rights, voting powers,
restrictions, limitations as to distributions, qualifications, or terms or
conditions of redemption, are as follows:
Section 1. Number of Units and Designation.
The Series C Preferred Units shall be a series of preferred Partnership
Units designated as "Series C Preferred Units", and the number of units
constituting such series shall be 2,171,166.
Section 2. Definitions.
"Articles Supplementary" shall have the meaning set forth in the
Recitals hereto.
"Business Day" shall mean any day other than a Saturday, Sunday or a day
on which state or federally chartered banking institutions in New York, New York
are not required to be open.
"Cash Settlement Average Period" shall have the meaning set forth in the
Articles Supplementary.
"Closing Sale Price" shall have the meaning set forth in the Articles
Supplementary.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Common Partnership Unit" shall mean a Partnership Unit that receives no
preferential treatment.
"Common Stock" shall mean the common shares of beneficial interest, par
value $0.0001 per share, of LXP.
"Company Conversion Option" shall have the meaning set forth in the
Articles Supplementary.
"Company Conversion Option Date" shall have the meaning set forth in the
Articles Supplementary.
"Conversion Amount" shall equal (x) the fraction with (i) a numerator
consisting of the number of Series C Preferred Units outstanding prior to the
applicable conversion or repurchase, and (ii) a denominator consisting of the
number of Preferred Shares outstanding prior to such conversion or repurchase,
multiplied by (y) the number of Preferred Shares to be converted or repurchased.
-2-
"Conversion Date" shall have the meaning set forth in the Articles
Supplementary.
"Conversion Notice" shall have the meaning set forth in the Articles
Supplementary.
"Conversion Price" shall mean, as of any day, a per Partnership Unit
amount equal to the quotient of the liquidation preference amount of a share of
Series C Preferred Units on that day divided by the Conversion Rate (as adjusted
pursuant to the Articles Supplementary) on such day.
"Conversion Rate" shall have the meaning set forth in the Articles
Supplementary.
"Conversion Right" shall have the meaning set forth in the Articles
Supplementary.
"Conversion Value" shall mean an amount equal to the product of the
applicable Conversion Rate (as adjusted pursuant to the Articles Supplementary)
multiplied by the arithmetic average of the Closing Sale Prices of the Common
Stock during the Cash Settlement Average Period.
"Converted Series C Preferred Units" shall have the meaning set forth in
Section 5(a)(1).
"Distribution Payment Date" shall mean, with respect to each
Distribution Period, the fifteenth day of February, May, August and November of
each year, commencing on February 15, 2005.
"Distribution Period" shall mean the respective periods commencing on
and including January 1, April 1, July 1 and October 1 of each year and ending
on and including the day preceding the first day of the next succeeding
Distribution Period (other than the initial Distribution Period, which shall
commence on the Original Issue Date and end on and include December 31, 2004).
"Distribution Record Date" shall mean the date designated by the Board
of Trustees of the LXP as the Dividend Record Date (as defined in the Articles
Supplementary) with respect to the Preferred Shares.
"Event" shall have the meaning set forth in Section 9(b) hereof.
"General Partner" shall have the meaning set forth in the Recitals
hereto.
"LXP" shall have the meaning set forth in the Recitals hereto.
"Offering" shall have the meaning set forth in the Recitals hereto.
"Original Issue Date" shall mean December 8, 2004.
"Partnership" shall have the meaning set forth in the preamble hereto.
"Partnership Agreement" shall have the meaning set forth in the Recitals
hereto.
-3-
"Partnership Unit" shall have the meaning set forth in Article FIRST of
the Partnership Agreement.
"Preferred Shares" shall have the meaning set forth in Recitals hereof.
"Public Acquirer Common Stock" shall have the meaning set forth in the
Articles Supplementary.
"Repurchase Date" shall have the meaning set forth in Section 6(a)
hereof.
"Repurchase Price" shall have the meaning set forth in Section 6(a)
hereof.
"Repurchase Right" shall have the meaning set forth in Section 6(a)
hereof.
"Repurchased Series C Preferred Units" shall have the meaning set forth
in Section 6(a) hereof.
"Series C Preferred Units" shall have the meaning set forth in preamble
hereof.
"Series B Preferred Units" shall mean the Series B Preferred Units of
the Partnership.
"Trading Day" shall have the meaning set forth in the Articles
Supplementary.
"Underwriter" shall have the meaning set forth in the Recitals hereto.
Section 3. Distributions.
(a) Subject to the preferential rights of the holders of any
class or series of Partnership Units ranking senior to the Series C Preferred
Units as to distributions, the holders of the Series C Preferred Units shall be
entitled to receive, when, as and if declared by the General Partner, out of
funds legally available for the payment of distributions, cumulative cash
distributions at the rate of 6.50% per annum of the $50.00 liquidation
preference per Series C Preferred Unit (equivalent to the annual rate of $3.25
per Series C Preferred Unit). Such distributions shall accrue and be cumulative
from and including the Original Issue Date and shall be payable quarterly in
arrears on each Distribution Payment Date, commencing February 15, 2005 in
respect of the quarterly distribution periods ending on December 31, March 31,
June 30, and September 30, respectively; provided, however, that if any
Distribution Payment Date is not a Business Day, then the distribution which
would otherwise have been payable on such Distribution Payment Date may be paid
on the next succeeding Business Day with the same force and effect as if paid on
such Distribution Payment Date, and no interest or additional distributions or
other sums shall accrue on the amount so payable from such Distribution Payment
Date to such next succeeding Business Day. The distribution payable on the
Series C Preferred Units on February 15, 2005 shall be a pro rata distribution
from the Original Issue Date to December 31, 2004 in the amount of $0.2167 per
Series C Preferred Unit. The amount of any distribution payable on the Series C
Preferred Units for each full Distribution Period shall be computed by dividing
the annual distribution by four (4). The amount of any distribution payable on
the Series C Preferred Units for any partial Distribution Period other than the
initial Distribution Period shall be prorated and computed on the basis of a
360-day year consisting of
-4-
twelve 30-day months. Distributions will be payable to holders of record as they
appear in the Partnership's records at the close of business on the applicable
Distribution Record Date.
(b) No distributions on the Series C Preferred Units shall be
declared by the General Partner or paid or set apart for payment by the
Partnership at such time as the terms and provisions of any agreement of the
Partnership, including any agreement relating to its indebtedness, prohibits
such declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, or payment or setting
apart for payment shall be restricted or prohibited by law.
(c) Notwithstanding anything contained herein to the contrary,
distributions on the Series C Preferred Units shall accrue whether or not the
Partnership has earnings, whether or not there are funds legally available for
the payment of such distributions, and whether or not such distributions are
declared.
(d) Except as provided in Section 3(e) below, unless full
cumulative distributions on the Series C Preferred Units for all past
distribution periods and the then current distribution period shall have been or
contemporaneously are declared and paid in cash or declared and a sum sufficient
for the payment thereof in cash is set apart for such payment, (i) no
distributions, other than distributions in Partnership Units ranking junior to
the Series C Preferred Units as to distributions and upon liquidation, shall be
declared or paid or set apart for payment and no other distributions or
distribution of cash or other property may be declared or made, directly or
indirectly, on or with respect to any other class or series of Partnership Units
ranking, as to distributions, on a parity with or junior to the Series C
Preferred Units (other than pro rata distributions on Series B Preferred Units
or other preferred Partnership Units ranking on parity as to distributions with
the Series C Preferred Units) for any period, nor (ii) shall any other class or
series of Partnership Units ranking, as to distributions or upon liquidation, on
a parity with or junior to the Series C Preferred Units, including without
limitation the Series B Preferred Units, be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any such Partnership Units) by the
Partnership (except by conversion into or exchange for other classes or series
of Partnership Units ranking junior to the Series C Preferred Units as to
distributions and upon liquidation).
(e) When distributions are not paid in full (or a sum sufficient
for such full payment is not so set apart) upon the Series C Preferred Units and
the Partnership Units ranking, as to distributions, on a parity with the Series
C Preferred Units, including, without limitation the Series B Preferred Units,
all distributions declared upon the Series C Preferred Units and each such other
class or series of Partnership Units ranking, as to distributions, on a parity
with the Series C Preferred Units including, without limitation the Series B
Preferred Units, shall be declared pro rata so that the amount of distributions
declared per Series C Preferred Unit and such other class or series of
Partnership Units shall in all cases bear to each other the same ratio that
accrued distributions per Series C Preferred Unit and such other class or series
of Partnership Units (which shall not include any accrual in respect of unpaid
distributions on such other class or series of Partnership Units for prior
distribution periods if such other class or series of Partnership Units does not
have a cumulative distribution) bear to each other. No interest, or
-5-
sum of money in lieu of interest, shall be payable in respect of any
distribution payment or payments on the Series C Preferred Units which may be in
arrears.
(f) Holders of Series C Preferred Units shall not be entitled to
any distribution, whether payable in cash, property or Partnership Units, in
excess of full cumulative distributions on the Series C Preferred Units as
provided herein. Any distribution payment made on the Series C Preferred Units
shall first be credited against the earliest accrued but unpaid distributions
due with respect to such units which remains payable. Accrued but unpaid
distributions on the Series C Preferred Units will accumulate as of the
Distribution Payment Date on which they first become payable.
Section 4. Liquidation Preference.
Upon any voluntary or involuntary liquidation, dissolution or winding-up
of the affairs of the Partnership, before any distribution or payment shall be
made to holders of any other class or series of Partnership Units of the
Partnership ranking, as to liquidation rights, junior to the Series C Preferred
Units, the holders of Series C Preferred Units shall be entitled to be paid out
of the assets of the Partnership legally available for distribution to its
partners a liquidation preference of $50.00 per unit, plus an amount equal to
any accrued and unpaid distributions to the date of payment (whether or not
declared). In the event that, upon such voluntary or involuntary liquidation,
dissolution or winding-up, the available assets of the Partnership are
insufficient to pay the amount of the liquidating distributions on all
outstanding Series C Preferred Units and the corresponding amounts payable on
all other classes or series of Partnership Units of the Partnership ranking, as
to liquidation rights, on a parity with the Series C Preferred Units, including,
without limitation, the Series B Preferred Units, in the distribution of assets,
then the holders of the Series C Preferred Units and each such other class or
series of Partnership Units ranking, as to liquidation rights, on a parity with
the Series C Preferred Units, including, without limitation, shall share ratably
in any such distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled. Written
notice of any such liquidation, dissolution or winding up of the Partnership,
stating the payment date or dates when, and the place or places where, the
amounts distributable in such circumstances shall be payable, shall be given by
first class mail, postage pre-paid, not less than thirty (30) nor more than
sixty (60) days prior to the payment date stated therein, to each record holder
of Series C Preferred Units at the respective addresses of such holders as the
same shall appear on Schedule I hereto. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series C
Preferred Units will have no right or claim to any of the remaining assets of
the Partnership. The consolidation or merger of the Partnership with or into any
other partnership, corporation or entity, or the sale, lease, transfer or
conveyance of all or substantially all of the property or business of the
Partnership, shall not be deemed to constitute a liquidation, dissolution or
winding-up of the affairs of the Partnership.
Section 5. Conversion.
(a) General.
(1) Subject to the provisions of Section 5(b) below, on the
date any Preferred Shares are converted, an amount of Series C Preferred Units
equal to the Conversion
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Amount (the "Converted Series C Preferred Units") shall automatically convert
into a number of Common Partnership Units equal to the number of shares of
Common Stock issued by LXP (or shares of Public Acquirer Common Stock, if
applicable) with respect to the Preferred Shares related to the Converted Series
C Preferred Units.
(2) In connection with the conversion of any Series C
Preferred Units, no fractional Common Partnership Units will be issued, but the
Partnership shall pay a cash adjustment in respect of any fractional interest in
an amount equal to the fractional interest multiplied by the Closing Sale Price
on the Trading Day immediately prior to the corresponding Conversion Date or the
Company Conversion Option Date, as applicable. If more than one Series C
Preferred Unit will be surrendered for conversion by the same holder at the same
time, the number of full Common Partnership Units will be computed on the basis
of the total number of Series C Preferred Units so surrendered.
(3) A holder of Series C Preferred Units is not entitled to
any rights of a holder of Common Partnership Units until the Series C Preferred
Units held are converted into Common Partnership Units, and only to the extent
the Series C Preferred Units are deemed to have been converted to Common
Partnership Units in accordance with this Section 5.
(4) Each conversion of Series C Preferred Units shall be
deemed to have been made on the corresponding Conversion Date or Company
Conversion Option Date, as applicable, so that the rights of the holder thereof
as to the Series C Preferred Units being converted as a result, will cease
except for the right to receive the Conversion Value per each converted Series C
Preferred Unit, and, if applicable, the person entitled to receive Common
Partnership Units will be treated for all purposes as having become the record
holder of those Common Partnership Units at that time.
(b) Settlement Upon Conversion. The Partnership shall deliver
the Conversion Value per each converted Series C Preferred Unit, in (i) Common
Partnership Units, cash or a combination of cash and Common Partnership Units,
in accordance with LXP's election with respect to the Preferred Shares being
converted.
(c) Payment of Distributions.
(1) Conversion Right.
(i) If a Series C Preferred Unit is converted as a result of
a Conversion Right, upon conversion, that Series C Preferred Unit shall cease to
cumulate distributions as of the end of the day immediately preceding the
Conversion Date and the holder will not receive any cash payment representing
accrued and unpaid distributions of the Series C Preferred Unit, except in those
limited circumstances discussed in this Section 5(c). Except as provided herein,
the Partnership shall make no payment for accrued and unpaid distributions,
whether or not in arrears, on a Series C Preferred Unit converted pursuant to a
Conversion Right, or for distributions on Common Partnership Units issued upon
such conversion.
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(ii) If the related Conversion Notice is received by LXP
before the close of business on a Distribution Record Date, the holder shall not
be entitled to receive any portion of the distribution payable on such converted
Series C Preferred Units on the corresponding Distribution Payment Date.
(iii) If the related Conversion Notice is received by LXP
after the Distribution Record Date but prior to the corresponding Distribution
Payment Date, the holder on the Distribution Record Date shall receive on that
Distribution Payment Date accrued distributions on those Series C Preferred
Units, notwithstanding the conversion of those Series C Preferred Units prior to
that Distribution Payment Date, because the holder shall have been the holder of
record on the corresponding Distribution Record Date. However, upon conversion,
the holder shall pay an amount equal to the distribution that has accrued and
that will be paid on the related Distribution Payment Date.
(iv) A holder of Series C Preferred Units on a Distribution
Record Date whose Series C Preferred Units are converted into Common Partnership
Units on or after the corresponding Distribution Payment Date shall be entitled
to receive the distribution payable on such Series C Preferred Units on such
Distribution Payment Date, and such holder need not include payment of the
amount of such distribution upon conversion.
(v) If the related Conversion Notice is received by LXP on
or before the close of business on a Distribution Record Date or following such
Distribution Record Date but before the Distribution Payment Date therefore, and
the settlement date for any Common Partnership Units to be issued upon such
conversion is after the close of business on the record date for the payment of
distributions for the corresponding period on such Common Partnership Units,
such holder shall be entitled to receive such Common Partnership Unit
distributions upon the next payment date of distributions on the Common
Partnership Units as if it were the holder of such Common Partnership Units on
such record date.
(2) Company Conversion Option.
(i) In the event a conversion occurs as a result of a
Company Conversion Option, whether the Company Conversion Option Date is prior
to, on or after the Distribution Record Date for the current period, all unpaid
distributions which are in arrears as of the Company Conversion Option Date
shall be payable to the holder of the converted Series C Preferred Units.
(ii) In the event the Company Conversion Option occurs and
the Company Conversion Option Date is a date that is prior to the close of
business on any Distribution Record Date, the holder shall not be entitled to
receive any portion of the distribution payable for such period on such
converted Series C Preferred Units on the corresponding Distribution Payment
Date.
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(iii) In the event the Company Conversion Option occurs and
the Company Conversion Option Date is a date that is on, or after the close of
business on, any Distribution Record Date and prior to the close of business on
the corresponding Distribution Payment Date, all distributions, including
accrued and unpaid distributions, whether or not in arrears, with respect to the
Series C Preferred Units called for conversion on such date, shall be payable on
such Distribution Payment Date to the record holder of such Series C Preferred
Units on such record date.
(d) Maturity; Sinking Fund. The Series C Preferred Units shall
have no stated maturity and shall not be subject to any sinking fund or
mandatory redemption.
(e) Effect of Conversion. All Series C Preferred Units converted
pursuant to this Section 5, repurchased pursuant to Section 6, or otherwise
converted or repurchased shall be authorized but unissued Series C Preferred
Units until reclassified into another class or series of Common Partnership
Units.
Section 6. Purchase of Series C Preferred Units Upon a Fundamental
Change.
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(a) In the event a holder of Preferred Shares requires LXP to
repurchase (the "Repurchase Right") for cash all or any part of such holder's
Preferred Shares, the Partnership shall repurchase, on the date LXP repurchases
such Preferred Shares (the "Repurchase Date"), an amount of Series C Preferred
Units equal to the Conversion Amount (the "Repurchased Series C Preferred
Units") at a per Series C Preferred Unit repurchase price equal to the per
Preferred Share repurchase price paid by LXP with respect to the Preferred
Shares related to the Repurchased Series C Preferred Units (the "Repurchase
Price").
(b) If the Partnership holds cash sufficient to pay the
Repurchase Price of the Series C Preferred Units on the Trading Day following
the Repurchase Date, then:
(1) the Series C Preferred Units will cease to be
outstanding and distributions (including additional distributions, if any) will
cease to accrue; and
(2) all other rights of the holder will terminate (other
than the right to receive the Repurchase Price upon transfer of the Series C
Preferred Units).
Section 7. Voting Rights.
(a) Holders of the Series C Preferred Units shall not have any
voting rights, except as provided by applicable law.
(b) In any matter in which the Series C Preferred Units may vote
(as expressly provided herein or as may be required by law), each Series C
Preferred Unit shall be entitled to one vote per $25.00 of liquidation
preference.
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Section 8. Redemption.
Except as otherwise set forth herein, the Series C Preferred Units shall
not be redeemable by the Partnership.
Section 9. Ranking.
(a) In respect of rights to the payment of distributions and the
distribution of assets in the event of any liquidation, dissolution or winding
up of the affairs of the Partnership, the Series C Preferred Units shall rank
(i) senior to any class or series of Partnership Units of the Partnership other
than any class or series referred to in clauses (ii) and (iii) of this sentence,
(ii) on a parity with any class or series of Partnership Units of the
Partnership the terms of which specifically provide that such class or series of
Partnership Units ranks on a parity with the Series C Preferred Units as to the
payment of distributions and the distribution of assets in the event of any
liquidation, dissolution or winding up of the Partnership, including, without
limitation the Series B Preferred Units, and (iii) junior to any class or series
of Partnership Units of the Partnership ranking senior to the Series C Preferred
Units as to the payment of distributions and the distribution of assets in the
event of any liquidation, dissolution or winding up of the Partnership. For
avoidance of doubt, any debt of the Partnership which is convertible into or
exchangeable for Partnership Units of the Partnership shall not constitute a
class or series of Partnership Units of the Partnership.
(b) Unless (x) no Series C Preferred Units remain outstanding or
(y) the requisite holders of the Preferred Shares have approved similar actions
with respect to the Preferred Shares in accordance with the Articles
Supplementary (in which event the Partnership may take similar action with
respect to the Series C Preferred Units), the Partnership shall not: (i)
authorize or create, or increase the authorized or issued amount of, any class
or series of Partnership Units ranking senior to the Series C Preferred Units
with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding-up of the affairs of the Partnership or
reclassify any authorized shares of Partnership Units into such Partnership
Units, or create, authorize or issue any obligation or security convertible into
or evidencing the right to purchase any such Partnership Units; or (ii) amend,
alter or repeal the provisions of the Partnership Agreement or this Certificate
of Designation, whether by merger, consolidation, transfer or conveyance of all
or substantially all of its assets or otherwise (an "Event"), so as to
materially and adversely affect any right, preference, or privilege of the
Series C Preferred Units or the holders thereof; provided however, with respect
to the occurrence of any of the Events set forth in (ii) above, so long as the
Series C Preferred Units remains outstanding with the terms thereof materially
unchanged, taking into account that, upon the occurrence of an Event, the
Partnership may not be the surviving entity, the occurrence of such Event shall
not be deemed to materially and adversely affect such rights, preferences,
privileges of holders of Series C Preferred Units. The provisions of this
Section 9(b) shall not, however, prohibit the Partnership from taking the
following actions: (A) any increase, decrease or issuance from time to time of
any class or series of Partnership Units (including the Series C Preferred
Units), or (B) the creation or issuance from time to time of any additional
classes or series of Partnership Units, in each case referred to in clause (A)
or (B) above ranking on a parity with or junior to the Series C Preferred Units
with respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up of the Partnership.
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(c) Notwithstanding anything to the contrary in this Section 9,
nothing herein shall prevent the Partnership from taking such action as may be
necessary or advisable in its sole discretion so as to avoid being treated as an
association taxable as a corporation for federal tax purposes or so as to avoid
adversely affecting (for as long as LXP deems necessary) LXP's ability to
qualify as a REIT for federal tax purposes.
Section 10. Exclusion of Other Rights.
The Series C Preferred Units shall not have any preferences, conversion
or other rights, voting powers, restrictions, limitations as to distributions,
qualifications, or terms or conditions of redemption other than expressly set
forth in the Partnership Agreement and this Certificate of Designation.
Section 11. Headings of Subdivisions.
The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.
Section 12. Severability of Provisions.
If any preferences, conversion or other rights, voting powers,
restrictions, limitations as to distributions, qualifications, or terms or
conditions of conversion of the Series C Preferred Units set forth in the
Partnership Agreement and this Certificate of Designation are invalid, unlawful
or incapable of being enforced by reason of any rule of law or public policy,
all other preferences or other rights, voting powers, restrictions, limitations
as to distributions, qualifications or terms or conditions of conversion of
Series C Preferred Units set forth in the Partnership Agreement which can be
given effect without the invalid, unlawful or unenforceable provision thereof
shall, nevertheless, remain in full force and effect and no preferences or other
rights, voting powers, restrictions, limitations as to distributions or other
qualifications or terms or conditions of conversion of the Series C Preferred
Units herein set forth shall be deemed dependent upon any other provision
thereof unless so expressed therein.
Section 13. No Preemptive Rights.
No holder of Series C Preferred Units shall be entitled to any
preemptive rights to subscribe for or acquire any Partnership Units of the
Partnership (whether now or hereafter authorized) or instruments of the
Partnership convertible into or carrying a right to subscribe to or acquire
Partnership Units of the Partnership.
LEPERCQ CORPORATE INCOME FUND L.P.
By: Lex GP-1 Trust, its General Partner
By: /s/ ▇. ▇▇▇▇▇▇ Eglin
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▇. ▇▇▇▇▇▇ Eglin
President
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