LXP Industrial Trust (LXP) 10-K 2004 FY Annual report

Exhibit 3.13

THIRD AMENDMENT TO
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
LEPERCQ CORPORATE INCOME FUND L.P.

     ThisTHIRD AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEPERCQ CORPORATE INCOME FUND L.P.(this “Amendment”) is made and entered into on April 19, 2004, but effective as of December 31, 2003, by Lex GP-1 Trust, as general partner.

     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 effective 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 and by Second Amendment thereto effective as of June 30, 2003 (the “Agreement”). Unless otherwise defined, all capitalized terms used herein shall have such meaning ascribed such terms in the Agreement.

     B. Lex GP-1 Trust, a Delaware statutory trust, is the General Partner of the Partnership.

     C. Pursuant to Sections 4.2(A), 12.1, 12.2, 14.1(B)(2) of the Agreement, the General Partner has the power, without the consent of any other Partner to amend the Agreement as may be required to reflect the admission of Partners in accordance with the Agreement.

     NOW, THEREFORE, pursuant to the authority granted to the General Partner in the Agreement, the General Partner amends the agreement as follows:

     1. Exhibit A. Exhibit A of the Agreement is hereby deleted in its entirety and replaced withExhibit A hereto for the purposes of admitting the 12/31/2003 Limited Partners as Partners of the Partnership with the rights and obligations of Additional Limited Partners.

     2. Miscellaneous. Except as amended hereby, the Agreement shall remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, the General Partner has executed this Amendment on behalf of the Partnership in accordance with the provisions of Sections 4.2(A), 12.1, 12.2 and 14.1(B) of the Agreement as of the date first written above.

GENERAL PARTNER: LEX GP-1 TRUST
By:	/s/ Patrick Carroll
	Name:	Patrick Carroll
	Title:	Executive Vice President

EXHIBIT A

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
General Partner
Lex GP-1 Trust	$100	217387	0.87%	N/A
Limited Partner
Lex LP-1 Trust	$100	21140878	84.28%	N/A
Preferred Limited Partner
Lex LP-1 Trust	$52,645,950	2105838	100% (of Series B)	N/A
Special Limited Partners			0.43%
Douglas S. Altabef	—	6556		N/A
The LCP Group, L.P.	—	28057		N/A
Ellen C. Monk	—	4066		N/A
Terrell R. Peterson Trust dtd. 4/5/90	—	2608		N/A
E. Robert Roskind Family, L.P.	—	41813		N/A
Richard J. Rouse	—	16063		N/A
Edward C. Whiting	—	9001		N/A

A-1

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Property Limited Partners
1) Barngiant Livingston1			0.25%	March 1, 2004
Edward G. Gilbert	0.5	3902
John Heubel	0.25	1951
Leone Heubel	0.25	1951
Estate of Jacob M. Kirschner	1	7804
Kirschner Brothers Oil Co.	2.5	19510
Alvin E. Levine	1	7804
Estate of Antony E. Monk	0.001	406
Ellen C. Monk	0.001	406
Robert W. Pomerantz	0.5	3902
F/B/O Jeffrey W. Pomerantz (Harry Pomerantz Trust)	0.5	3902
F/B/O Michele P. Kolz (Harry Pomerantz Trust)	0.5	3902
Alex Silverman TTEE	0.5	3902
S. Swarzman	0.125	976
D. Swarzman	0.125	976
J. Swarzman	0.125	975
L. Swarzman	0.125	975
2) Barnhale Modesto			0.11%	February 1, 2006
Roger Brooks		1655
Jeffrey Caspe	115.5	4967

¹ For purposes of Section 5.1, Property Limited Partners that contributed interests in Barngiant Livingston (except for Kirschner 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

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Richard Caspe	77	3311
Richard Jacobson		3311
Dwight L. Long Trust		1655
Albert J. Mintzer, Trustee
Albert J. Mintzer Revocable Trust dtd 3/24/92	38.5	1656
Estate of Thomas S. Nurnberger		1655
Jack Pester	77	3311
Sheldon I. Rips	19.25	1655
Renee G. Rubinow Soskin Trust		1655
William A. Stauffer	19.25	1656
E. Robert Roskind (economic interest only)	20.2	872
Barnes Properties, Inc. (economic interest only)	20.2	871
3) Barnes Rockshire			0.12%	March 1, 2005
Daniel R. Baty	1	3672
Charles W. Coker, Jr.	1	3672
Richard M. Durwood	1.5	5508
William Fromm	1	3672
The Residuary Trust U/W Isadore L. Krischner	0.5	1836
Estate of Antony E. Monk	0.001	4
Ellen C. Monk	0.001	4
Albert Silverman	1	3672
Alex Silverman TTEE	1	3672
R. James Thornton	1	3672

A-3

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
4) Barnvyn Bakersfield			0.07%	January 1, 2003
John P. Jennings		6257
Robert Miller	1.47	5485
(William D.) Kimpton Revocable Trust	0.26	978
Jack Brownstein		5181
5) Barnhech Montgomery2			0.04%	May 1, 2006
Crestar Bank, Co-Ttee u/a dtd 1/31/86 James A. Linen IV Irrevocable Trust	1	1703
Charles R. Perko	1	1703
Rogers Living Trust, dtd 10/7/97 William A. Rogers III & Shirley Rogers	0.5	852
Herbert G. Roskind, Jr.	0.5	852
Gary Smith	1	1703
Hugh B. Wallis Trust	0.5	852
Jacqueline Gay Gaines		1703
6) Barnward Brownsville			0.10%	November 2, 2004
Aaron David Bear	1	5424
Robert Bole	1	5424
Barry Pidgeon	1	5424
Gerald J. Riddle	1	5424
E. Robert Roskind (economic interest only)	0.26	1428

² For purposes of Section 5.1, Property Limited Partners that contributed interests in Barnhech Montgomery shall be entitled to cash distributions of $490 annually in 1996 through 2005, and $163 in 2006.

A-4

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Barnes Properties, Inc. (economic interest only)	0.26	1428
Red Butte Limited Partners			5.0%	May 22, 1998
Partners of Barnshore Associates
-E. Robert Roskind Family L.P.		4245
-Ellen C. Monk		2122
-Richard J. Rouse		2123
-Edward C. Whiting		2123
-Steven Boughner		2123
-Peter Kinnunen		1061
-Terrell R. Peterson Trust dtd. 4/5/90		1061
Abbott, Mary I. Family Trust		16921
Babush, R.K.		1811
Baer, Verdilla		33842
Barry, Joanne		8461
Becker, Warren J.		16921
Sharon Bracken, Trustee, Sharon Bracken Marital Trust		33842
Calkins, Windsor & Judy		16921
Cherrington, James S.		16921
Dallas, Robert H. (Sr.)		16921
Danzig, Murray (Alan J. Rubens, escrow agent)		33842
Diversi, Henry L. (Jr.)		10861
Dodds, W. Douglas		16921

A-5

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Dye Investment Properties #1		33842
Ebrahimian (Moosa) Family, L.P.		33842
Falconer Family L.P.		33842
Flake, Rodney J. Trust		16921
The Bud and Mary Lou Flocchini Partnership		16921
The Armando J. and Lena Flocchini Family Partnership		16921
Gilbert, Peter G.		5431
Golia, Dominick T.		37236
Harrington, Thomas J.		20315
Healey, Thomas J.		3734
Irvin, Tinesley H.		10862
Jacobs, Randolph		33842
Jenkins, Edward Max Trust		16921
Jones, Billy Ray		5431
Jones, J. Curtis		2716
Kadish, Rosalyn S.		2716
Kenyon Trust		38594
Kornman, Jacob S.		1810
Kotkins, Henry L. (Jr.)		33842
Kotkins, Henry L. (Sr.) TTEE		33842
Kremers, Joseph A.		33842
Krone, Marilyn R. Living Trust		8147
Legum, Steven F.		5431
Manlowe, Donald & Virginia		33842
Maronick, E. Phil		33842

A-6

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Martin, Eff W.		3734
Mathews, Glenna C.		16921
Mazo, (Gerald)/Trust		5431
McGonacle, Linda & Jim		16921
Murphy II, Chester M. Trustee		8460
Murphy, Margaret Trustee		8460
Neiman, H.F.		1810
Obernauer, Marne (Jr.)		20315
Obie, Gordon T.		16921
Post, Allen W. (Jr.)		10862
Price, Gerald E.		16921
Rhoad, Estate of Guy C.		37236
Romney, Gloria Lynn & Clark TTEE		20315
Schaefer, Robert A.		5431
Schubach, Robert M.		33842
Schwartz, Richard J.		33842
Sherry, Henry I.		5431
Stephenson, Leroy		33842
Strimatter, Paul L.		8460
Todd, Geils		33842
Weaver, (The) Judith Family LLC		16921
Weaver, Terry M.		16921
Whitmore, George M. (Jr.)		5431
John C. Williams Trustee, Red Butte Creek Trust		2716
Young, Raymond		5431

A-7

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
The LCP Group, L.P.		104704
Richard J. Rouse		9302
Expansion Limited Partners
1) Toy Properties Associates II			0.27%	January 15, 1999
Brooks, Bonnie Jo		854
Burnett, Pamela A.		569
Carolyn A. Butler		854
Lee C. Butler		854
Robert C. Dickson		1707
Patricia E. Dupree		1707
Robert L. Dupree		1707
Dr. John M. Gallus		1707
W.C. Gilbert		3414
Robert Hecht		1707
Lawrence N. Johnson		1707
Jennifer Kastelic		569
James R. Keller		1707
Oliver W. Lund		1707
David L. Mitchell		1707
Lawrence E. Mulkerin		1707
Wayne H. Nay		853
James E. Rottsolk		1707
Dr. Allen Ruth		1707
Earl L. Sherron, Jr.		1707
John F. Steiner		1707

A-8

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Joseph F. Sutter		1707
WAT Enterprises Limited Partnership (“Thielman”)		1707
Mary Lou Tillay		1707
L. Suzan Watson		569
Zavrski, C . Realty , LLC		1707
O.K.O.W. Investors (Special LP)		3628
(Special LP)
The LCP Group, L.P.		18065
Richard J. Rouse		4696
E. Robert Roskind Family, L.P.		327
Ellen C. Monk		163
Edward C. Whiting		196
Terrell R. Peterson Trust dtd. 4/5/90		131
Peter Kinnunen		131
2) Toy Properties Associates V			0.12%	January 15, 1999
Leonard V. Ackermann, DDS		778
George L. and Donna L. Adams		778
9401 Allied L.P.		778
John R. Bedingfield, Jr., MD		778
Stephen P. Boger, DDS		778
James L. Bridge, Jr.		778
John Richard Burg, MD		778
Eva P. Csathy		778
Archie R. and Nancy H. Dykes		778
George W. Flynn		778

A-9

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Gordon G. Fowler		778
Burton J. Iverson		778
Douglas A. Jensen		778
James P. Larkin		778
W. Jack Lovern		778
Miles A. Nelson		778
Terry O. Noble		778
Michael D. O’Leary, DDS		778
Ruth P. Ruben		778
Thomas T. Schattenberg		778
Robert and Kathleen Schlangen		778
Thomas E. and Connie J. Taff		778
Luis W. and Pacita Tam		778
The LCP Group, L.P.		9601
Richard J. Rouse		1958
E. Robert Roskind Family, L.P.		238
Ellen C. Monk		119
Edward C. Whiting		146
Terrell R. Peterson Trust dtd. 4/5/90		97
Peter Kinnunen		97
Francois Letaconnoux		51
3) Fort Street Partners			0.75%	January 15, 2006
Marilyn Anixter Allen		2262
Robert M. Arnold		6855
Fred R. Backer		6855

A-10

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Clifford C. Burton		6855
Carole Anixter Cohen		2331
Donald De Pinto, MD		6855
Averell Fisk		2285
Robert Fisk		9140
James Flood		27420
Yvonne Anixter Goddard		2262
John Gosselin		6855
Bruce A. Gregga		6855
David Haley		6855
Guenther P. Koenkow		6855
Leonard and Caroline S. Lorberbaum		13710
Averell H. Mortimer		6855
David Mortimer		6855
Gary W. Rollins		13710
R. Randall Rollins		13710
W. Dieter Tede		6855
C. Joseph Tyree		6855
Stephen P. Glennon		1662
E. Robert Roskind		208
Richard J. Rouse		4023		January 15, 1999
The LCP Group, L.P.		13444		January 15, 1999

A-11

     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 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

A-12

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 6 Doughton Rd., New Kingston, Pa., 34 E. Main St., New Kingston, 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

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Pacific Place Limited Partners			1.57%	April 15, 1999
Dr. Stuart D. Aaron		1543
Dr. Kenneth H. Adler		772
Dr. Norman I. Agin		1543
James J. Akers, Trustee u/a dated 12/28/90		771
Phyllis M. Akers, Trust		772
Douglas J. Backman		1543
C. Peter Beler		1543
William C. Butcher		386
Shoppers Village Associates c/o Steven H. Caller		1543
Steven H. Caller		1188
Chappy Partners		72000
Louis G. Chiodini		772
Harry S. Cohen		1543
Robert S. Cohen		1543
Dr. Robert L. Diaz		3085
Marvin J. Dolinka		772
William D. Evans		1543
Elizabeth A. Fendell		772
Dr. Gerald Finerman		1543
Ronald T. Fredette		2314
David Freishtat and Paul Sandler		1157
Dr. & Mrs. Mithlesh Govil		1543

A-14

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Marilyn R. Heller Trust		1543
Joe M. Henson		1543
Gloria Hillman		771
Dr. Phillip L. Horowitz		1543
Investment Capital Associates		1619
ICA Pacific Place, Inc.		3373
John C. Isaacs, III Ranch, Ltd.		1543
Sam S. Isaacs Ranch, Ltd.		1542
Marsha Caller Jaffee		1188
Dr. Bernard J. Judis		771
David A. Katz		772
Jay Latterman and Jack Goldsmith		385
Earl M. Latterman		772
Bernard B. Latterman		772
King Laughlin		1687
Stephen P. Lawrence		89300
Martin C. Leibowitz Revocable Trust		98906
Barry Z. Liber		3085
Ronald U. Lurie		772
John McCallum		1620
Richard G. McCauley		1543
Warren G. Moses		1543
Richard Mrad		5399
Dr. Vijayachandra S. Nair		1543
Godfrey P. Padberg		1543

A-15

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Pell Holdings		39100
Irving L. Peterson		1543
John Allen Pierce		1687
Dr. Sonja S. Pinsky		1543
Lawrence Raskin		1296
Ernest E. & Mary B. Renaud		1543
Irving Rosenstein		1188
Arthur R. Salomon		2314
David Sandler & Paul Freishtat		386
Dr. Sylvan Sarasohn		1543
Dr. Michael J. Schou		1543
Antonia Shusta		386
Dr. William R. Sloan		1543
Irving Spivak		772
Jeffrey P. Stern		1543
Dr. William Sternfeld		1543
Dr. Norman A. Stokes		771
Marilyn A. Teague Revocable Trust		1543
James M. Tushman		1543
Thomas E. Tushman		771
Dr. & Mrs. Irving Waldman		771
Mr. & Mrs. Neil Wolfson		1543
Andrew S. Wolfson		1543

A-16

     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 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

A-17

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 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.

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PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Phoenix Limited Partners	(Class A Units Contributed)		3.56%	January 15, 1999
James Berdell	0.25	12272
Kemp Biddulph Revocable Trust dtd. 5/6/83	0.5	24546
Melissa Thaler Brody		1000
Blair E. Clarkson		250
(Merrill Lynch)
Thomas B. Clarkson		250
John H. Clarkson		250
Robert W. Clarkson as custodian for John Robert Wittman		250
deWilde Family Trust dtd. 6/21/90	0.25	12273
Richard T. Flaute	0.5	24546
Frederick Frank	0.5	24546
Fremar Company	0.1425	6996
Paul Myron Haas Trust	0.5	24546
Jerome L. Heard, M.D.	0.5	24546
Benjamin Jagendorf, M.D.	1	49093
Edward J. Ledder, Trustee	1	49093
Edward J. Ledder Rev. Trust u/a/d 4/6/90
Karl L. Matthies	0.25	12272
Ellen C. Monk		6136
E. Robert Roskind Family, L.P.	0.25	12272
Ann B. Schroeder TTEE	1	49093

A-19

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Robert E. & Ann B. Schroder Marital Trust U/A dtd. 1/7/82
Stephanie Seed		8223
William T. Seed		3000
Benjamin N. Simon	0.5	24546
Terri Simon TTEE	0.5	24546
Ellen B. Soref TTEE	0.5	24546
Ellen Barbara Soref Intervivos Trust
Lewis J. Thaler	0.5	22646
	(Class B Units Contributed)
E. Robert Roskind Family, L.P.	7.5	344663
Terrell R. Peterson Trust dtd. 4/5/90	1.6	73528
Third Lero Corp.	1% G.P. interest	33957

A-20

     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 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

A-21

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 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.

A-22

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Savannah Limited Partners	(Units Contributed)		0.99%	January 15, 1999
H. Mitchell Dunn, Jr.	1,100	157447
Elizabeth Dunn Shiftan	125	17891
Eleanor M. Dunn	125	17891
Terrell R. Peterson Trust dtd. 4/5/90	125	17891
David Walsh	275	37361

A-23

     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 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

A-24

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.

A-25

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Anchorage Limited Partner				July 15, 1999
Ronald D. Crockett		97816	0.39%

A-26

     As a result of the Partnership having entered into a Contribution Agreement with Trademark Lancaster L.P., a Texas limited partnership (“Trademark Lancaster”) on June 19, 1998, pursuant to which the Partnership acquired from Trademark Lancaster the right, title and interest as a purchaser in the Contract of Sale and Joint Escrow Instructions dated December 16, 1997 between Michaels Stores, Inc. as seller and Trademark Acquisition and Development, Inc. as purchaser (the “Lancaster Contract”), which has as its subject matter all that certain plot, piece, or parcel of land comprising 36.95 acres, together with the buildings and improvements constructed thereon consisting of a one story distribution facility comprising approximately 432,000 square feet (collectively, the “Lancaster California Property”), 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 Trademark Lancaster (the “Trademark Lancaster Limited Partner”). The Trademark Lancaster Limited Partner shall receive the number of Units specified below. For purposes of applying the terms and conditions of the Partnership Agreement, the Trademark Lancaster 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 Trademark Lancaster 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 Trademark Lancaster Limited Partner. Pursuant to the General Partner’s authority in Section 14.1.B(3), Partnership taxable income shall be specially allocated to the Trademark Lancaster Limited Partner in an amount equal to, but not in excess of, all cash distributions to the Trademark Lancaster Limited Partner; provided, however, that the Trademark Lancaster 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 Trademark Lancaster 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, the Anchorage 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 Trademark Lancaster Limited Partner in an amount sufficient to avoid recapture of tax liability with respect to the Trademark Lancaster Limited Partner’s negative capital accounts.

     For purposes of Section 8.4 of the Partnership Agreement, on March 1, 1999, and on each March 1, June 1, September 1, and December 1 thereafter (each a “Notice Date”), the Trademark Lancaster Limited Partner shall have the right (the “Trademark Lancaster Limited Partner Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date the Partnership Units held by the Trademark Lancaster Limited Partner for the Redemption Amount to be delivered by the Partnership; provided, however, that the Trademark Lancaster

A-27

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 Trademark Lancaster 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 Trademark Lancaster Limited Partner) delivered to the General Partner and LXP on a Notice Date by the Trademark Lancaster Limited Partner who is exercising the redemption right (the “Trademark Lancaster Redeeming Partner”). The Trademark Lancaster 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 Trademark Lancaster Limited Partner may exercise the redemption rights of the Trademark Lancaster Limited Partner, and the Trademark Lancaster 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 Trademark Lancaster Limited Partner, such Redemption Amount shall be delivered by the Partnership directly to such Assignee and not to such Trademark Lancaster Limited Partner.

     The Partnership Units held by the Trademark Lancaster 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 Trademark Lancaster 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 Trademark Lancaster Redeeming Partner, LXP, the Partnership and the General Partner shall treat the transaction between LXP and the Trademark Lancaster Redeeming Partner as a sale of the Trademark Lancaster Redeeming Partner’s Partnership Units to LXP or the General Partner, as the case may be, for federal income tax purposes. The Trademark Lancaster 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 Trademark Lancaster Limited Partner Redemption Right.

A-28

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Trademark Lancaster Limited Partner				March 1, 1999
None			0

A-29

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. Robert Roskind 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., Hadley Page, Inc., Peter J. Kinnunen and Terrell R. Peterson 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., Hadley Page, Inc., Peter J. Kinnunen, Terrell R. Peterson Trust and The E. Robert Roskind 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.

     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”),

A-30

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-31

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
Columbia Limited Partners	(Units Contributed)		0.75%	December 1, 1999
The LCP Group, L.P.		86014
James F. Dannhauser		393
E. Robert Roskind Irrevocable Trust		19231
Peter J. Kinnunen		7159
Terrell R. Peterson Trust		1349
Frank Bond	0.5	3866
Rudolph V. Cassani Family Trust	1	7731
Elizabeth Dancy	0.5	3866
David M. Dorsen	0.5	3866
David D. Eash	1	7731
Norma Garman	0.5	3866
Richard E. Gilbreath	1	7731
Lawrence M. Goldberg	1	7731
Kenneth Kolb	0.5	3866
Clyde Locker	0.5	3866
Kazuko Price	0.5	3866
Blaine Smith	1	7731
James R. Snyder	0.5	3866
John J. Stirk	0.5	3866

A-32

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 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

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the LPM Limited Partner) delivered to the General Partner and LXP on a Notice Date by the LPM Limited Partner who is exercising the redemption right (the “LPM Redeeming Partner”). The LPM Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. The Partnership covenants to cause the registration of any LXP Common Stock issued in connection with a redemption in such a manner as is required so that the shares of LXP Common Stock issued in connection with such redemption are freely transferable. The Assignee of the LPM Limited Partner may exercise the redemption rights of the LPM Limited Partner, and the LPM Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by such Assignee on behalf of the LPM Limited Partner, such Redemption Amount shall be delivered by the Partnership directly to such Assignee and not to such LPM Limited Partner.

     The Partnership Units held by the LPM Limited Partner shall be subject to redemption by the Partnership if otherwise required by the terms of the Partnership Agreement.

     LXP agrees to enter into a Guaranty Agreement with the Partnership on the date the LPM Limited Partner is admitted to the Partnership, on terms reasonably satisfactory to LXP and the Partnership, pursuant to which LXP shall guaranty the obligations of the Partnership to pay the Redemption Amount on the Specified Redemption Date. Each of the LPM Redeeming Partner, LXP, the Partnership and the General Partner shall treat the transaction between LXP and the LPM Redeeming Partner as a sale of the LPM Redeeming Partner’s Partnership Units to LXP or the General Partner, as the case may be, for federal income tax purposes. The LPM Redeeming Partner agrees to execute such documents as the Partnership may reasonably require in connection with the issuance of REIT shares upon exercise of the LPM Limited Partner Redemption Right.

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS

	Capital	Partnership	Percentage	Redemption
Name and Address of Partner	Contribution	Units	Interest	Exercise Date
LPM Limited Partner				June 23, 2002
The LCP Group, L.P.		83400	0.33%

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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 Antony E. Monk listed below, Peter J. Kinnunen, Francois Letaconnoux, Terrell R. Peterson, E. Robert Roskind, Richard J. Rouse and Edward C. Whiting (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, the Redemption Amount shall be delivered by the Partnership directly to such Assignee and not to such 12/31/2003 Limited Partner.

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     The Partnership Units held by a 12/31/2003 Limited Partner shall be subject to redemption by the Partnership if otherwise required by the terms of the Partnership Agreement.

     LXP agrees to enter into a Guaranty Agreement with the Partnership on the date the 12/31/2003 Limited Partners are admitted to the Partnership, on terms reasonably satisfactory to LXP and the Partnership, pursuant to which LXP shall guaranty the obligations of the Partnership to pay the Redemption Amount on the Specified Redemption Date.

     Each of the 12/31/2003 Limited Partners, LXP, the Partnership and the General Partner shall treat the transaction between LXP and each 12/31/2003 Limited Partner as a sale of the 12/31/2003 Redeeming Partner’s Partnership Units to LXP or the General Partner, as the case may be, for federal income tax purposes. Each 12/31/2003 Limited Partner agrees to execute such documents as the Partnership may reasonably require in connection with the issuance of REIT shares upon exercise of its Redemption Right.

	Partnership
Name and Address of Partner	Units
12/31/2003 Limited Partners	231,763
The LCP Group, L.P.	91,137
Antony Monk Insurance Trust U/A/D 5/13/92, F/B/O Monk Children, Ellen Monk, Trustee	44,762
Trust F/B/O Samantha Monk, U/A 2/28/89, Denis Monk, Trustee	2,704
Trust f/b/o Joanna Monk U/A 2/28/89, Denis Monk, Trustee	2,704
Trust f/b/o Jonathon Monk U/A 2/28/89, Denis Monk, Trustee	2,704
Ellen C. Monk	14,932
Peter J. Kinnunen	11,126
Francois Letaconnoux	4,356
Terrell R. Peterson Trust dtd. 4/5/90	11,126
E. Robert Roskind	17,010

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	Partnership
Name and Address of Partner	Units
Richard J. Rouse	12,515
Edward C. Whiting	16,687

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