Exhibit 3.12
FIRST AMENDMENT TO
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF
LEPERCQ CORPORATE INCOME FUND L.P.
This FIRST 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 June 19, 2003 by and among the entities and
individuals signatory hereto.
A. Lepercq Corporate Income Fund II 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 (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 II 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. As of the date hereof, LXP has completed the offer and sale
(the "Offering") to the Underwriters (as defined in the Underwriting Agreement,
dated as of June 10, 2003, by and among Bear, Stearns & Co. Inc., A.G. Edwards &
Sons, Inc., Raymond James, Friedman Billings Ramsey, Advest, Inc., BB&T Capital
Markets and Ferris, Baker Watts Incorporated, on the one hand, and LXP and the
Operating Partnerships, on the other) of 3,160,000 preferred shares of
beneficial interest, classified as 8.05% Series B Cumulative Redeemable
Preferred Stock, par value $0.0001 per share, of LXP ("Preferred Shares"),
pursuant to a prospectus supplement dated June 10, 2003 and the accompanying
base prospectus dated April 10, 1998.
D. The Preferred Shares carry a cumulative preferred dividend and
liquidation preference further described in the Articles Supplementary of LXP,
dated as of June 17, 2003.
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 B 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 2,105,838 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]
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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/ T. Wilson Eglin
-------------------------------
Name: T. Wislon Eglin
Title: 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 N/A
Series B)
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
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
PROPERTY LIMITED PARTNERS
1) Barngiant Livingston(1) 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
- ----------
(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.
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
Jeffrey Caspe 115.5 4967
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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
R. James Thornton 1 3672
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 Montgomery(2) 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
- ----------
(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.
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
E. Robert Roskind
(economic interest only) 0.26 1428
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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
Dodds, W. Douglas 16921
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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
Maronick, E. Phil 33842
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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
Young, Raymond 5431
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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
John F. Steiner 1707
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)
(Special LP) 3628
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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
George W. Flynn 778
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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
Fred R. Backer 6855
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
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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
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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 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.
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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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
Dr. & Mrs. Mithlesh Govil 1543
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
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- -------------------------------------------------------------------------------------------------------------------------------
Godfrey P. Padberg 1543
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
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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
A-17
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
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
A-18
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.
A-19
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
(Merrill Lynch) 250
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
Edward J. Ledder Rev. Trust u/a/d 4/6/90 1 49093
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-20
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-21
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
A-22
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
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
A-23
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-24
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
- ----------------------------------------------------------------------------------------------------------------------------
(Units Contributed) 0.99%
SAVANNAH LIMITED PARTNERS 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-25
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
A-26
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.
A-27
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Redemption
Capital Partnership Percentage Exercise
Name and Address of Partner Contribution Units Interest Date
- ------------------------------------------------------------------------------------------------------------------------
ANCHORAGE LIMITED PARTNER July 15, 1999
Ronald D. Crockett 97816 0.39%
A-28
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
A-29
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 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-30
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Redemption
Capital Partnership Percentage Exercise
Name and Address of Partner Contribution Units Interest Date
- ----------------------------------------------------------------------------------------------------------
TRADEMARK LANCASTER LIMITED PARTNER March 1,
1999
None 0
A-31
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.
A-32
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-33
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Redemption
Capital Partnership Percentage Exercise
Name and Address of Partner Contribution Units Interest Date
- -----------------------------------------------------------------------------------------------------------
(Units December 1,
Contributed) 0.75% 1999
COLUMBIA LIMITED PARTNERS
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
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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
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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.
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PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Redemption
Capital Partnership Percentage Exercise
Name and Address of Partner Contribution Units Interest Date
- -----------------------------------------------------------------------------------------------------------
LPM LIMITED PARTNER June 23,
2002
The LCP Group, L.P. 83400 0.33%
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