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

Exhibit 10.1

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

This SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF LEPERCQ CORPORATE INCOME FUND L.P. (this "Amendment") is
made and effective as of January 3, 2005 by and among the entities and
individuals signatory hereto.

A. Lepercq Corporate Income Fund L.P., a Delaware limited
partnership (the "Partnership"), is governed by that certain Fifth Amended and
Restated Agreement of Limited Partnership, dated as of December 31, 1996, as
amended by Amendment No. 1 thereto dated as of December 31, 2000, by First
Amendment thereto effective as of June 19, 2003, by Second Amendment thereto
effective as of June 30, 2003, by Third Amendment thereto effective as of
December 31, 2003, by Fourth Amendment thereto effective as of October 28, 2004,
and by Fifth Amendment thereto effective as of December 8, 2004 (the
"Agreement"). Unless otherwise defined, all capitalized terms used herein shall
have such meaning ascribed such terms in the Agreement.

B. Lexington Corporate Properties Trust, a Maryland real estate
investment trust ("LXP") is the sole unitholder of each of (i) Lex GP-1 Trust, a
Delaware statutory trust ("Lex GP") and (ii) Lex LP-1 Trust, a Delaware
statutory trust ("Lex LP"). Lex GP is the general partner of the Partnership,
Lepercq Corporate Income Fund L.P., a Delaware limited partnership, and Net 3
Acquisition L.P., a Delaware limited partnership (collectively, the "Operating
Partnerships"). Lex LP is the Initial Limited Partner of each of the Operating
Partnerships.

C. Pursuant to that certain Underwriting Agreement, dated as of
December 2, 2004, by and among Bear, Xxxxxxx & Co. Inc. (the "Underwriter "), on
the one hand, and LXP and the Operating Partnerships, on the other, and as of
the date hereof, LXP has completed the offer and sale (the "Offering") to the
Underwriter of an additional 400,000 preferred shares of beneficial interest,
classified as 6.50% Series C Cumulative Convertible Preferred Stock, par value
$0.0001 per share, of LXP ("Preferred Shares"), pursuant to a prospectus
supplement dated December 3, 2004 and the accompanying base prospectus dated
October 22, 2003.

D. The Preferred Shares carry a (i) cumulative preferred
dividend, (ii) liquidation preference and (iii) conversion right.

E. Pursuant to Section 4.2 of the Agreement, the Partnership may
issue additional partnership interests to LXP and its affiliates in connection
with the issuance of shares by LXP provided LXP makes a capital contribution to
the Partnership of the proceeds raised in connection with such issuance.

F. LXP has agreed to contribute a portion of the proceeds of the
Offering to the Partnership in exchange for Series C Preferred Operating
Partnership Units ("Preferred OP Units") in the Partnership to be issued to an
affiliate of LXP, Lex LP.

G. As required by Section 4.2 of the Agreement, the Preferred OP
Units have designations, preferences and other rights such that the economic
interests are substantially similar to the designations, preferences and other
rights of the Preferred Shares, as further described and set forth in the
Certificate of Designation for the Preferred OP Units dated as of December 8,
2004.

H. As of the date hereof, and pursuant to the terms of the
Agreement, the parties hereto desire to amend the Agreement to reflect the
issuance of an additional 280,150 Preferred OP Units to Lex LP as well as all
other changes in the ownership of Partnership Units since the date of the
Agreement by amending and restating Exhibit A to the Agreement.

NOW, THEREFORE, the undersigned, being desirous of effectuating
the foregoing and amending the Agreement accordingly, hereby enter into this
Amendment and amend the Agreement as follows:

1. Preferred OP Units. Lex LP is hereby issued 280,150 Preferred
OP Units and shall have the rights, preferences and privileges as set forth in
the Certificate of Designation. To the extent there is a conflict between the
terms of the Certificate of Designation and the terms of the Agreement, the
terms of the Certificate of Designation shall control.

2. Exhibit A. Exhibit A to the Agreement is deleted in its
entirety and replaced with Exhibit A hereto.

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

A-2

IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on behalf of the Partnership in accordance with the provisions of
Section 14.1 of the Agreement as of the date first written above.

GENERAL PARTNER:

LEX GP-1 TRUST

By: /s/ X. Xxxxxx Eglin
-------------------------------
X. Xxxxxx Eglin
President

EXHIBIT A

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Percentage
Name and Address of Partner Capital Partnership Interest of Redemption
Contribution Units Class Exercise Date
---------------------------------------------------------------------------------------------------------------

General Partner
---------------

Lex GP-1 Trust $100 217,387 0.84731% N/A

Limited Partner
---------------

Lex LP-1 Trust $100 21,487,537.5 83.75165% N/A

Series B Preferred Limited Partner
----------------------------------

Lex LP-1 Trust $52,645,950 2,105,838 100% (of N/A
Series B)

Series C Preferred Limited Partner
----------------------------------

Lex LP-1 Trust $105,708,644.63 2,171,166 100% (of N/A
Series C)

Special Limited Partners 0.42159%
------------------------

Xxxxxxx X. Xxxxxxx ___ 6,556 N/A

The LCP Group, L.P. ___ 28,057 N/A

Xxxxx X. Xxxx ___ 4,065.5 N/A

Xxxxxxx X. Xxxxxxxx Trust dtd. 4/5/90 ___ 2,608 N/A

E. Xxxxxx Xxxxxxx Family, L.P. ___ 41,813 N/A

Xxxxxxx X. Xxxxx ___ 16,063 N/A

Xxxxxx X. Xxxxxxx ___ 9,001 N/A

Dubuque Limited Partner 15-Jan-99
-----------------------

Wellington Real Estate Investments L.P. 12,893 0.05025% 6-Dec-02

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Name and Address of Partner Capital Partnership Percentage Redemption
Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------

Property Limited Partners
-------------------------

1) Barngiant Xxxxxxxxxx(1) 0.06020% March 1, 2004

Xxxx Xxxxxx 0.25 1,951

Xxxxx Xxxxxx 0.25 1,951

Xxxxxx Xxxx Ins. Trust f/b/o Xxxxxx Xxxx 0.00033 135

Xxxxxx Xxxx Ins. Trust f/b/o Xxxxxxxx Monk0.00033 136

Xxxxxx Xxxx Ins. Trust f/b/o Samantha Monk0.00033 135

Xxxxx X. Xxxx 0.001 406

F/B/O Xxxxxxx X. Xxxxxxxxx (Xxxxx 0.5 3,902
Xxxxxxxxx Trust)

F/B/O Xxxxxxx X. Xxxx (Xxxxx Xxxxxxxxx 0.5 3,902
Trust)

X. Xxxxxxxx 0.125 976

X. Xxxxxxxx 0.125 975

2) Barnhale Modesto 0.11003% February 1, 2006

Xxxxx Xxxxxx 1,655

Xxxxxxx Xxxxx 115.5 4,967

Xxxxxxx Xxxxx 77 3,311

Xxxxxxx Xxxxxxxx 3,311

Xxxxxx X. Xxxx Trust 1,655

_____________________________
1 For purposes of Section 5.1, Property Limited Partners that
contributed interests in Barngiant Xxxxxxxxxx (except for Xxxxxxxxx
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

Xxxxxx X. Xxxxxxx, Trustee
Xxxxxx X. Xxxxxxx Revocable Trust dtd
3/24/92 38.5 1,656

Estate of Xxxxxx X. Xxxxxxxxxx 1,655

Xxxx Xxxxxx 77 3,311

Xxxxxxx X. Rips 19.25 1,655

Xxxxx X. Xxxxxxx Xxxxxx Trust 1,655

Xxxxxxx X. Xxxxxxxx 19.25 1,656

E. Xxxxxx Xxxxxxx 20.2 872
(economic interest only)

Xxxxxx Properties, Inc. 20.2 871
(economic interest only)

3) Xxxxxx Rockshire 0.11453% March 1, 2005

Xxxxxx X. Xxxx 1 3,672

Xxxxxxx X. Xxxxx, Xx. 1 3,672

Xxxxxxx X. Xxxxxxx 1.5 5,508

Xxxxxxx Xxxxx 1 3,672

The Residuary Trust U/W Xxxxxxx X. 0.5 1,836
Krischner

Xxxxxx Xxxx Ins. Trust f/b/o Xxxxxx Xxxx 0.00050 2

Xxxxxx Xxxx Ins. Trust f/b/o Xxxxxxxx Monk0.00025 1

Xxxxxx Xxxx Ins. Trust f/b/o Samantha Monk0.00025 1

Xxxxx X. Xxxx 0.001 4

Xxxxxx Xxxxxxxxx 1 3,672

Xxxxx X. Xxxxxxx TTEE 0.5 1,836

Xxxxx Xxxxx Xxxxxxxxx TTEE 0.5 1,836

R. Xxxxx Xxxxxxxx 1 3,672

A-3

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

4) Barnvyn Bakersfield 0.06977% January 1, 2003

Xxxx X. Xxxxxxxx 6,257

Xxxxxx Xxxxxx 1.47 5,485

(Xxxxxxx X.) Kimpton Revocable Trust 0.26 978

Xxxx Xxxxxxxxxx 5,181

5) Barnhech Xxxxxxxxxx(2) 0.03651% May 1, 2006

Crestar Bank, Co-Ttee u/a dtd 1/31/86 1 1,703
Xxxxx X. Linen IV Irrevocable Trust

Xxxxxxx X. Xxxxx 1 1,703

Xxxxxx Living Trust, dtd 10/7/97 0.5 852
Xxxxxxx X. Xxxxxx III & Xxxxxxx Xxxxxx

Xxxxxxx X. Xxxxxxx, Xx. 0.5 852

Xxxx Xxxxx 1 1,703

Xxxxx X. Xxxxxx 0.25 000

Xxxxx X. Xxxxxxx 0.25 426

Xxxxxxxxxx Xxx Xxxxxx 1,703

6) Barnward Brownsville 0.09570% November 2, 2004

Xxxxx Xxxxx Xxxx 1 5,424

Xxxxxx Xxxx 1 5,424

Xxxxx Xxxxxxx 1 5,424

E. Xxxxxx Xxxxxxx 0.26 1,428
(economic interest only)

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

A-4

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxxxxx Properties, Inc. 0.26 1,428
(economic interest only)

Red Butte Limited Partners 4.74797% May 22, 1998
--------------------------

Partners of Barnshore Associates

-E. Xxxxxx Xxxxxxx Family L.P. 4,245

-Xxxxx X. Xxxx 2,122

-Xxxxxxx X. Xxxxx 2,123

-Xxxxxx X. Xxxxxxx 2,123

-Xxxxxx Xxxxxxxx 2,123

-Xxxxx Xxxxxxxx 1,061

-Xxxxxxx X. Xxxxxxxx Trust 1,061
dtd. 4/5/90

Xxxxxx, Xxxx X. Family Trust 16,921

Xxxxxx, X.X. 1,811

Xxxx, Xxxxxxxx 33,842

Xxxxx, Xxxxxx 8,461

Xxxxxx, Xxxxxx X. 16,921

Xxxxxx Xxxxxxx, Trustee, Xxxxxx Xxxxxxx 33,842
Marital Trust

Xxxxxxx, Windsor & Xxxx 16,921

Xxxxxxxxxxx, Xxxxx X. 16,921

Dallas, Xxxxxx X. (Sr.) 16,921

Xxxxxx, Xxxxxx (Xxxx X. Xxxxxx, escrow 33,842
agent)

Diversi, Xxxxx X. (Jr.) 10,861

Xxxxx, X. Xxxxxxx 16,921

A-5

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Dye Investment Properties #1 33,842

Xxxxxxxxxx (Moosa) Family, L.P. 33,842

Falconer Family L.P. 33,842

Xxxxx, Xxxxxx X. Trust 16,921

The Bud and Xxxx Xxx Xxxxxxxxx Partnership 16,921

The Xxxxxxx X. and Xxxx Xxxxxxxxx Family 16,921
Partnership

Xxxxxxx, Xxxxx X. 5,431

Xxxxx, Xxxxxxxx X. 37,236

Xxxxxxxxxx, Xxxxxx X. 20,315

Xxxxxx, Xxxxxx X. 3,734

Xxxxx, Tinesley H. 10,862

Xxxxxx, Xxxxxxxx 33,842

Xxxxxxx, Xxxxxx Max Trust 16,921

Xxxxx, Xxxxx Xxx 5,431

Xxxxx, X. Xxxxxx 2,716

Xxxxxx, Xxxxxxx X. 2,716

Xxxxxx Trust 38,594

Xxxxxxx, Xxxxx X. 1,810

Xxxxxxx, Xxxxx X. (Jr.) 33,842

Xxxxxxx, Xxxxx X. (Sr.) TTEE 33,842

Xxxxxxx, Xxxxxx X. 33,842

Krone, Xxxxxxx X. Living Trust 8,147

Xxxxx, Xxxxxx X. 5,431

Xxxxxxx, Xxxxxx & Virginia 33,842

Maronick, E. Phil 33,842

A-6

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxxxxx, Eff W. 3,734

Xxxxxxx, Xxxxxx X. 16,921

Mazo, (Xxxxxx)/Trust 5,431

McGonacle, Xxxxx & Xxx 16,921

Xxxxxx Family Trust 8,461

Xxxxxx, Xxxxxxxx Trustee 8,460

Neiman, H.F. 1,810

Xxxxxxxxx, Xxxxx (Jr.) 20,315

Xxxx, Xxxxxx X. 16,921

Post, Xxxxx X. (Jr.) 10,862

Price, Xxxxxx X. 16,921

Xxxxx, Estate of Guy C. 37,236

Romney, Xxxxxx Xxxx & Xxxxx TTEE 20,315

Xxxxxxxx, Xxxxxx X. 5,431

Xxxxxxxx, Xxxxxx X. 33,842

Xxxxxxxx, Xxxxxxx X. 33,842

Xxxxxx, Xxxxx X. 5,431

Xxxxxxxxxx, Xxxxx 33,842

Strimatter, Xxxx X. 8,460

Xxxxxxxx Revocable Living Trust 33,842

Xxxxxx, (The) Xxxxxx Family LLC 16,921

Xxxxxx, Xxxxx X. 16,921

Xxxxxxxx, Xxxxxx X. (Jr.) 5,431

Xxxx X. Xxxxxxxx Trustee, Red Butte Creek 2,716
Trust

Xxxxx, Xxxxxxx 5,431

A-7

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

The LCP Group, L.P. 50,204

The Roskind Family Foundation, Inc. 3,100

Trustees of Columbia University 9,600

Xxxx Xxxxxxx Scholarship Fund 2,200

Cleveland Clinic Foundation 3,600

Xxxxxxx X. Xxxxx 9,302

Expansion Limited Partners
--------------------------

1) Toy Properties Associates II 0.25293% January 15, 1999

Xxxxxx, Xxxxxx Xx 854

Xxxxxxx, Xxxxxx X. 569

Xxxxxxx X. Xxxxxx 854

Xxx X. Xxxxxx 854

Xxxxxx X. Xxxxxxx 1,707

Xxxxxxxx X. Xxxxxx 1,707

Xxxxxx X. Xxxxxx 1,707

Xx. Xxxx X. Xxxxxx 1,707

X.X. Xxxxxxx 3,414

Xxxxxx Xxxxx 1,707

Xxxxxxx Living Trust 1,707

Xxxxxxxx Xxxxxxxx 569

Xxxxx X. Xxxxxx 1,707

Xxxxxx X. Xxxx 1,707

Xxxxx X. Xxxxxxxx 1,707

Xxxxxxxx X. Xxxxxxxx 1,707

Xxxxx X. Xxx 853

A-8

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxxxx X. Xxxxxxxx 1,707

Dr. Xxxxx Xxxx 1,707

Xxxx X. Xxxxxxx, Xx. 1,707

Xxxxxx X. Xxxxxx 1,707

WAT Enterprises Limited Partnership 1,707
("Xxxxxxxx")

Xxxx Xxx Xxxxxx 1,707

L. Xxxxx Xxxxxx 569

Xxxxxxx, Xxxxx 1,707

O.K.O.W. Investors (Special LP) 3,628
(Special LP)

The LCP Group, L.P. 18,065

Xxxxxxx X. Xxxxx 4,696

E. Xxxxxx Xxxxxxx Family, L.P. 327

Xxxxx X. Xxxx 163

Xxxxxx X. Xxxxxxx 196

Xxxxxxx X. Xxxxxxxx Trust dtd. 4/5/90 131

Xxxxx Xxxxxxxx 131

2) Toy Properties Associates V 0.11771% January 15, 1999

Xxxxxxx X. Xxxxxxxxx, DDS 778

Xxxxxx X. and Xxxxx X. Xxxxx 778

9401 Allied L.P. 778

Xxxx X. Xxxxxxxxxxx, Xx., MD 778

Xxxxxxx X. Xxxxx, DDS 778

Xxxxx X. Bridge, Jr. 778

Xxxx Xxxxxxx Xxxx, MD 778

A-9

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxx X. Xxxxxx 778

Xxxxxx X. and Xxxxx X. Xxxxx 000

Xxxxxx X. Xxxxx 000

Xxxxxx X. Xxxxxx 000

Xxxxxx X. Xxxxxxx 778

Xxxxxxx X. Xxxxxx 778

Xxxxx X. Xxxxxx 778

W. Xxxx Xxxxxx 778

Miles X. Xxxxxx 778

Xxxxx X. Xxxxx 778

Xxxxxxx X. X'Xxxxx, DDS 778

Xxxx X. Xxxxx 778

Xxxxxx X. Xxxxxxxxxxxx 778

Xxxxxx and Xxxxxxxx Xxxxxxxxx 778

Xxxxxx X. and Xxxxxx X. Xxxx 000

Xxxx X. and Xxxxxx Xxx 778

The LCP Group, L.P. 9,601

Xxxxxxx X. Xxxxx 1,958

E. Xxxxxx Xxxxxxx Family, L.P. 238

Xxxxx X. Xxxx 119

Xxxxxx X. Xxxxxxx 146

Xxxxxxx X. Xxxxxxxx Trust dtd. 4/5/90 97

Xxxxx Xxxxxxxx 97

Xxxxxxxx Xxxxxxxxxxx 00

0) Xxxx Xxxxxx Partners 0.73443% January 15, 2006

A-10

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxxxxxx Xxxxxxx Xxxxx 2,262

Xxxxxx X. Xxxxxx 6,855

Xxxx X. Xxxxxx 6,855

Xxxxxx X. Xxxxxx 6,855

Xxxxxx Xxxxxxx Xxxxx 2,331

Xxxxxx Xx Xxxxx, MD 6,855

Xxxxxxx Xxxx 2,285

Xxxxxx Xxxx 9,140

Xxxxx Xxxxx 27,420

The Xxxxxxx Revocable Trust 2,262

Xxxxx X. Xxxxxxxx 1,713

Xxxx Xxx Beuregard 1,714

Xxxxx X. Xxxxxxxx 1,714

Xxxxxx X. Xxxxxxxx 1,714

Xxxxx X. Xxxxxx 6,855

Xxxxx Xxxxx 6,855

Xxxxxxxx X. Koenkow 6,855

Xxxxxxx and Xxxxxxxx X. Xxxxxxxxxx 13,710

Xxxxxxx X. Xxxxxxxx 6,855

Xxxxx Xxxxxxxx 6,855

Xxxx X. Xxxxxxx 13,710

R. Xxxxxxx Xxxxxxx 13,710

W. Xxxxxx Xxxx 6,855

C. Xxxxxx Xxxxx 6,855

Xxxxxxx X. Xxxxxxx 1,662

E. Xxxxxx Xxxxxxx 208

A-11

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxxxxxx X. Xxxxx 208

Xxxxxxx X. Xxxxx 3,815 January 15, 1999

The LCP Group, L.P. 13,444 January 15, 0000

X-00

Xxxxxxx Xxxxx Limited Partners Supplement
-----------------------------------------

As a result of the merger of the Partnership with Pacific Place
Partners Ltd. ("Pacific Place") on March 10, 1997, the General Partner has
authorized the issuance of Partnership Units to all former partners of Pacific
Place (the "Pacific Place Limited Partners") in the amounts specified on Exhibit
A-1 attached hereto and made a part hereof. For purposes of applying the terms
and conditions of the Partnership Agreement, the Pacific Place Limited Partners
shall be Partners of the Partnership with the rights and obligations of
Additional Limited Partners.

For purposes of Section 5.1 of the Partnership Agreement, each
Pacific Place Limited Partners shall be entitled to receive distributions with
respect to each Partnership Unit equal to the cash dividend payable with respect
to each share of LXP common stock, determined at the time of each quarterly
distribution.

For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Pacific Place Limited Partners. Taxable income shall be specially allocated to
the Pacific Place Limited Partners in an amount equal to, but not in excess of,
the cash distributed to the Pacific Place Limited Partners; provided, however,
that the Pacific Place Limited Partners shall be allocated taxable income (i) as
otherwise required in Exhibit B and C of the Partnership Agreement, and (ii)
resulting from the transaction in which the Replacement Property (as defined
below) was acquired. For purposes of Section 6.1C of the Partnership Agreement,
Nonrecourse Liabilities of the Partnership shall be allocated to account for any
income or gain to be allocated to the Pacific Place Limited Partners pursuant to
Sections 2.B and 2.D of Exhibit C, in the same priority as Nonrecourse
Liabilities are allocated to the Property Limited Partners, the Red Butte
Limited Partners, the Expansion Limited Partners and any subsequent Additional
Limited Partners that are admitted to the Partnership. The Partnership covenants
to retain sufficient Nonrecourse Liabilities to permit the allocation of such
Nonrecourse Liabilities to the Pacific Place Limited Partners in an amount
sufficient to avoid recapture of tax liability with respect to the Pacific Place
Limited Partners' negative capital accounts.

For purposes of Section 8.4 of the Partnership Agreement, on
April 15, 1999, and on each January 15, April 15, July 15 and October 15
thereafter (each a "Notice Date"), each Pacific Place Limited Partner shall have
the right (the "Pacific Place Limited Partner Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date the Partnership Units held
by a Pacific Place Limited Partner for the Redemption Amount to be delivered by
the Partnership; provided, however, that a Pacific Place Limited Partner must
convert a number of Partnership Units equal to at least the lesser of (i)1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Pacific Place Limited Partner Redemption Right shall be exercised pursuant
to a Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Pacific Place Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Pacific Place Limited Partner who is
exercising the redemption right (the "Pacific Place Redeeming Partner"). The
Pacific Place Redeeming

A-13

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

The Partnership Units held by the Pacific Place Limited Partners
shall be subject to redemption by the Partnership if otherwise required by the
terms of the Partnership Agreement.

The Partnership hereby covenants not to dispose of its interest
in those certain properties located at 0 Xxxxxxxx Xx., Xxx Xxxxxxxx, Pa., 00 X.
Xxxx Xx., Xxx Xxxxxxxx, Pa., and 245 Salem Church Rd., Mechanicsburg, Pa., (the
"Replacement Property") prior to March 1, 2002 without the prior consent of the
holders of fifty one percent (51%) of the Partnership Units held by Pacific
Place Limited Partners, except in the event of a foreclosure or in the event the
Partnership determines that such a disposition is necessary to ensure its
continued qualification as a real estate investment trust. In any event in which
the Partnership determines to dispose of the Replacement Property, the
Partnership agrees to use its best efforts to structure such a disposition as an
exchange that meets the requirements of Code Section 1031. Notwithstanding the
foregoing, if the Partnership does dispose of its interest prior to April 15,
1999, then the General Partner shall provide prompt written notification to the
Pacific Place Limited Partners of such disposition and each such Pacific Place
Limited Partner may exercise its Pacific Place Limited Partner Redemption Right
on the last Business Day of the calendar year in which such disposition occurs
or, if later, ten (10) Business Days following the consummation of such
transaction.

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

A-14

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Pacific Place Limited Partners 1.49370% April 15, 1999
------------------------------

Xx. Xxxxxx X. Xxxxx 1,543

Xx. Xxxxxxx X. Xxxxx 772

Xx. Xxxxxx X. Xxxx 1,543

Xxxxx X. Xxxxx, Trustee 771
u/a dated 12/28/90

Xxxxxxx X. Xxxxx, Trust 772

Xxxxxxx X. Xxxxxxx 1,543

C. Xxxxx Xxxxx 1,543

Xxxxxxx X. Xxxxxxx 386

Shoppers Village Associates 1,543

c/o Xxxxxx X. Caller

Xxxxxx X. Caller 1,188

Chappy Partners 72,000

Xxxxx X. Xxxxxxxx 772

Xxxxx X. Xxxxx 1,543

Xxxxxx X. Xxxxx 1,543

Xx. Xxxxxx X. Xxxx 3,085

Xxxxxx X. Xxxxxxx 772

Xxxxxxx X. Xxxxx 1,543

Xxxxxxxxx X. Xxxxxxx 772

Xx. Xxxxxx Xxxxxxxx 1,543

Xxxxxx X. Xxxxxxxx 2,314

Xxxxx Xxxxxxxxx and 1,157
Xxxx Xxxxxxx

Dr. & Xxx. Xxxxxxxx Xxxxx 1,543

A-15

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxxxxxx X. Xxxxxx Trust 1,543

Xxx X. Xxxxxx 1,543

Xxxxxx Xxxxxxx 771

Xx. Xxxxxxx X. Xxxxxxxx 1,543

Investment Capital Associates 1,619

ICA Pacific Place, Inc. 3,373

Xxxx X. Xxxxxx, III Ranch, Ltd. 1,543

Xxx X. Xxxxxx Ranch, Ltd. 1,542

Xxxxxx Caller Xxxxxx 1,188

Xx. Xxxxxxx X. Xxxxx 771

Xxxxx X. Xxxx 772

Xxx Xxxxxxxxx and 385
Xxxx Xxxxxxxxx

Xxxx X. Xxxxxxxxx 772

Xxxxxxx X. Xxxxxxxxx 772

King Xxxxxxxx 1,687

Xxxxxxx X. Xxxxxxxx 89,300

Xxxxxx X. Xxxxxxxxx Revocable Trust 88,906

Xxxxx X. Xxxxx 3,085

Xxxxxx X. Xxxxx 772

Xxxx XxXxxxxx 1,620

Xxxxxxx X. XxXxxxxx 1,543

Xxxxxxx Xxxx 5,399

Xx. Xxxxxxxxxxxxx X. Xxxx 1,543

Xxxxxxx X. Xxxxxxx Marital Trust 1,543

Pell Holdings 39,100

A-16

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxxxxx X. Xxxxxxxx 1,543

Xxxx Xxxxx Xxxxxx 1,687

Xx. Xxxxx X. Xxxxxx 1,543

Xxxxxxxx Xxxxxx 1,296

Xxxxxx X. & Xxxx X. Xxxxxx 1,543

Xxxxxx Xxxxxxxxxx 1,188

Xxxxxx X. Xxxxxxx 2,314

Xxxx Xxxxxxx & Xxxxx Xxxxxxxxx 386

Xx. Xxxxxx Xxxxxxxx 1,543

Xx. Xxxxxxx X. Xxxxx 1,543

Xxxxxxx Xxxxxx 386

Xx. Xxxxxxx X. Xxxxx 1,543

Xxxxxx Xxxxxx 772

Xxxxxxx X. Xxxxx 1,543

Xx. Xxxxxxx Xxxxxxxxx 1,543

Xx. Xxxxxx X. Xxxxxx 771

Xxxxxxx X. Xxxxxx Revocable Trust 1,543

Xxxxx X. Xxxxxxx 1,543

Xxxxxx X. Xxxxxxx 771

Dr. & Xxx. Xxxxxx Xxxxxxx 771

Mr. & Xxx. Xxxx Xxxxxxx 1,543

Xxxxxx X. Xxxxxxx 1,543

A-17

Phoenix Limited Partners Supplement
-----------------------------------

As a result of the contribution of the interests in the Phoenix
Hotel Associates Limited Partnership ("Phoenix") on January 29, 1998, the
General Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3)
of this Agreement has authorized the issuance of Partnership Units to those
former partners of Phoenix (the "Phoenix Limited Partners") electing to
contribute all or a portion of their interests to the Partnership. Each Phoenix
Limited Partner shall receive the number of Units specified below. For purposes
of applying the terms and conditions of the Partnership Agreement, the Phoenix
Limited Partners shall be Partners of the Partnership with the rights and
obligations of Additional Limited Partners.

For purposes of Section 5.1 of the Partnership Agreement, each
Phoenix Limited Partner shall be entitled to receive distributions with respect
to each Partnership Unit equal to the cash dividend payable with respect to each
share of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of record of LXP on
January 30, 1998.

For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Phoenix Limited Partners. Pursuant to the General Partners' authority in Section
14.1.B(3), Partnership taxable income shall be specially allocated to the
Phoenix Limited Partners in an amount equal to, but not in excess of, all cash
distributions to the Phoenix Limited Partners; provided, however, that the
Phoenix Limited Partners shall be allocated taxable income (i) as otherwise
required in Exhibit B and C of the Partnership Agreement, and (ii) resulting
from the transaction in which the Replacement Property (as defined below) was
acquired. For purposes of Section 6.1C of the Partnership Agreement, Nonrecourse
Liabilities of the Partnership shall be allocated to account for any income or
gain to be allocated to the Phoenix Limited Partners pursuant to Sections 2.B
and 2.D of Exhibit C, in the same priority as Nonrecourse Liabilities are
allocated to the Property Limited Partners, the Red Butte Limited Partners, the
Expansion Limited Partners, the Phoenix Limited Partners, the Savannah Limited
Partners and any subsequent Additional Limited Partners that are admitted to the
Partnership. The Partnership covenants to retain sufficient Nonrecourse
Liabilities to permit the allocation of such Nonrecourse Liabilities to the
Phoenix Limited Partners in an amount sufficient to avoid recapture of tax
liability with respect to the Phoenix Limited Partners' negative capital
accounts.

For purposes of Section 8.4 of the Partnership Agreement, on
January 15, 1999, and on each January 15, April 15, July 15 and October 15
thereafter (each a "Notice Date"), each Phoenix Limited Partner shall have the
right (the "Phoenix Limited Partner Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date the Partnership Units held
by a Phoenix Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that a Phoenix Limited Partner must convert a
number of Partnership Units equal to at least the lesser of (i) 1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Phoenix Limited Partner Redemption Right shall be exercised pursuant to a

A-18

Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Phoenix Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Phoenix Limited Partner who is
exercising the redemption right (the "Phoenix Redeeming Partner"). The Phoenix
Redeeming Partner shall have no right, with respect to any Partnership Units so
redeemed, to receive any distributions paid after the Specified Redemption Date.
The Partnership covenants to cause the registration of any LXP Common Stock
issued in connection with a redemption in such a manner as is required so that
the shares of LXP Common Stock issued in connection with such redemption are
freely transferable. The Assignee of any Phoenix Limited Partner may exercise
the redemption rights of such Phoenix Limited Partner, and such Phoenix Limited
Partner shall be deemed to have assigned such rights to such Assignee and shall
be bound by the exercise of such rights by such Assignee. In connection with any
exercise of such rights by such Assignee on behalf of such Phoenix Limited
Partner, the Redemption Amount shall be delivered by the Partnership directly to
such Assignee and not to such Phoenix Limited Partner.

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

The Partnership hereby covenants not to permit Phoenix to dispose
of its interest in those certain properties acquired by Phoenix in connection
with its rights under that certain Exchange Agreement dated December 29, 1997
between Phoenix and Security Trust Company (the property so acquired, the
"Replacement Property") prior to January 1, 2003 without the prior consent of
the holders of fifty-one percent (51%) of the Partnership Units held by Phoenix
Limited Partners, except in the event of a foreclosure or in the event the
Partnership determines that such a disposition is necessary to ensure its
continued qualification as a real estate investment trust. In any event in which
the Partnership determines to cause Phoenix to dispose of the Replacement
Property, the Partnership agrees to use its best efforts to cause Phoenix to
structure such a disposition as an exchange that meets the requirements of Code
Section 1031. Notwithstanding the foregoing, if the Partnership does dispose of
its interest prior to January 15, 1999, then the General Partner shall provide
prompt written notification to the Phoenix Limited Partners of such disposition
and each such Phoenix Limited Partner may exercise its Phoenix Limited Partner
Redemption Right on the last Business Day of the calendar year in which such
disposition occurs or, if later, ten (10) Business Days following the
consummation of such transaction. In addition, if the Code Section 1031 exchange
described in the Exchange Agreement does not take place, or if such exchange
does not result in a deferral of all of the gain that would have been recognized
upon the sale by Phoenix of the Relinquished Property (as defined in the
Exchange Agreement), then the General Partner shall provide prompt written
notification to the Phoenix Limited Partners and shall cause LCIF to distribute
cash to the Phoenix Limited Partners in redemption of the portion of their LCIF
Units corresponding to the portion of the value of the Relinquished Property
which is treated as transferred in a taxable transaction.

LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the Phoenix Limited Partners are admitted to the
Partnership, on terms

A-19

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

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Phoenix Limited Partners (Class A Units 3.40508% January 15, 1999
------------------------ Contributed)

Xxxxx Xxxxxxx 0.25 12,272

Xxxx Xxxxxxxx Revocable Trust dtd. 0.5 24,546
5/6/83

Xxxxxxx Xxxxxx Brody 1,000

Xxxxx X. Xxxxxxxx 250

Xxxxxx X. Xxxxxxxx 250

Xxxx X. Xxxxxxxx 000

Xxxxxx X. Xxxxxxxx as custodian for
Xxxx Xxxxxx Xxxxxxx 250

xxXxxxx Family Trust 0.25 12,273
dtd. 6/21/90

Xxxxxxx X. Xxxxxx 0.5 20,000

Xxxxxxxxx Xxxxx 0.5 24,546

Fremar Company 0.1425 6,996

Xxxx Xxxxx Xxxx Trust 0.5 24,546

Xxxxxx X. Xxxxx, M.D. 0.5 24,546

Xxxxxxxx Xxxxxxxxx, M.D. 1 49,093

Xxxxxx X. Xxxxxx, Trustee 1 49,093

Xxxxxx X. Xxxxxx Rev. Trust u/a/d 4/6/90

Xxxx X. Xxxxxxxx 0.25 12,272

A-20

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Xxxxx X. Xxxx 6,136

E. Xxxxxx Xxxxxxx Family, L.P. 0.25 12,272

Xxx X. Xxxxxxxxx TTEE 1 49,093

Xxxxxx X. & Xxx X. Xxxxxxxx Marital
Trust U/A dtd. 1/7/82

Xxxxxxxx X. Xxxxx 0.5 24,546

Xxxxx Xxxxx TTEE 0.5 24,546

Soren Family Limited Partnership 0.5 24546

Xxxxx X. Xxxxxx 0.5 18,146

(Class B Units
Contributed)

E. Xxxxxx Xxxxxxx Family, L.P. 7.5 344,663

Xxxxxxx X. Xxxxxxxx Trust 1.6 73,528
dtd. 4/5/90

Third Lero Corp. 1% G.P. interest 33,957

A-21

Savannah Limited Partners Supplement
------------------------------------

As a result of the contribution of the interests in the Savannah
Waterfront Hotel LLC ("Savannah") on January 29, 1998, the General Partner
pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this Agreement
has authorized the issuance of Partnership Units to those former members of
Savannah (the "Savannah Limited Partners") electing to contribute all or a
portion of their interests to the Partnership. Each Savannah Limited Partner
shall receive the number of Units specified below. For purposes of applying the
terms and conditions of the Partnership Agreement, the Savannah Limited Partners
shall be Partners of the Partnership with the rights and obligations of
Additional Limited Partners.

For purposes of Section 5.1 of the Partnership Agreement, each
Savannah Limited Partner shall be entitled to receive distributions with respect
to each Partnership Unit equal to the cash dividend payable with respect to each
share of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of record of LXP on
January 30, 1998.

For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Savannah Limited Partners. Pursuant to the General Partners' authority in
Section 14.1.B(3), Partnership taxable income shall be specially allocated to
the Savannah Limited Partners in an amount equal to, but not in excess of, all
cash distributions to the Savannah Limited Partners; provided, however, that the
Savannah Limited Partners shall be allocated taxable income (i) as otherwise
required in Exhibit B and C of the Partnership Agreement, and (ii) resulting
from the transaction in which the Replacement Property (as defined below) was
acquired. For purposes of Section 6.1C of the Partnership Agreement, Nonrecourse
Liabilities of the Partnership shall be allocated to account for any income or
gain to be allocated to the Savannah Limited Partners pursuant to Sections 2.B
and 2.D of Exhibit C, in the same priority as Nonrecourse Liabilities are
allocated to the Property Limited Partners, the Red Butte Limited Partners, the
Expansion Limited Partners, the Savannah Limited Partners, the Phoenix Limited
Partners and any subsequent Additional Limited Partners that are admitted to the
Partnership. The Partnership covenants to retain sufficient Nonrecourse
Liabilities to permit the allocation of such Nonrecourse Liabilities to the
Savannah Limited Partners in an amount sufficient to avoid recapture of tax
liability with respect to the Savannah Limited Partners' negative capital
accounts.

For purposes of Section 8.4 of the Partnership Agreement, on
January 15, 1999, and on each January 15, April 15, July 15 and October 15
thereafter (each a "Notice Date"), each Savannah Limited Partner shall have the
right (the "Savannah Limited Partner Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date the Partnership Units held
by a Savannah Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that a Savannah Limited Partner must convert a
number of Partnership Units equal to at least the lesser of (i) 1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Savannah Limited Partner Redemption Right shall be exercised pursuant to

A-22

a Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Savannah Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Savannah Limited Partner who is
exercising the redemption right (the "Savannah Redeeming Partner"). The Savannah
Redeeming Partner shall have no right, with respect to any Partnership Units so
redeemed, to receive any distributions paid after the Specified Redemption Date.
The Partnership covenants to cause the registration of any LXP Common Stock
issued in connection with a redemption in such a manner as is required so that
the shares of LXP Common Stock issued in connection with such redemption are
freely transferable. The Assignee of any Savannah Limited Partner may exercise
the redemption rights of such Savannah Limited Partner, and such Savannah
Limited Partner shall be deemed to have assigned such rights to such Assignee
and shall be bound by the exercise of such rights by such Assignee. In
connection with any exercise of such rights by such Assignee on behalf of such
Savannah Limited Partner, the Redemption Amount shall be delivered by the
Partnership directly to such Assignee and not to such Savannah Limited Partner.

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

The Partnership hereby covenants not to permit Savannah to
dispose of its interest in those certain properties acquired by Savannah in
connection with its rights under that certain Exchange Agreement dated December
29, 1997 between Savannah and Security Trust Company (the property so acquired,
the "Replacement Property") prior to January 1, 2003 without the prior consent
of the holders of fifty-one percent (51%) of the Partnership Units held by
Savannah Limited Partners, except in the event of a foreclosure or in the event
the Partnership determines that such a disposition is necessary to ensure its
continued qualification as a real estate investment trust. In any event in which
the Partnership determines to cause Savannah to dispose of the Replacement
Property, the Partnership agrees to use its best efforts to cause Savannah to
structure such a disposition as an exchange that meets the requirements of Code
Section 1031. Notwithstanding the foregoing, if the Partnership does dispose of
its interest prior to January 15, 1999, then the General Partner shall provide
prompt written notification to the Savannah Limited Partners of such disposition
and each such Savannah Limited Partner may exercise its Savannah Limited Partner
Redemption Right on the last Business Day of the calendar year in which such
disposition occurs or, if later, ten (10) Business Days following the
consummation of such transaction. In addition, if the Code Section 1031 exchange
described in the Exchange Agreement does not take place, or if such exchange
does not result in a deferral of all of the gain that would have been recognized
upon the sale by Savannah of the Relinquished Property (as defined in the
Exchange Agreement), then the General Partner shall provide prompt written
notification to the Savannah Limited Partners and shall cause LCIF to distribute
cash to the Savannah Limited Partners in redemption of the portion of their LCIF
Units corresponding to the portion of the value of the Relinquished Property
which is treated as transferred in a taxable transaction.

LXP agrees to enter into a Guaranty Agreement with the
Partnership on the date the Savannah Limited Partners are admitted to the
Partnership, on terms

A-23

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

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------

(Units
Savannah Limited Partners Contributed) 0.96850% January 15, 1999
-------------------------

H. Xxxxxxxx Xxxx, Xx. 1,100 157,447

Xxxxxxxxx Xxxx Shiftan 125 17,891

Xxxxxxx X. Xxxx 125 17,891

Xxxxxxx X. Xxxxxxxx Trust dtd. 4/5/90 125 17,891

Xxxxx Xxxxx 275 37,361

A-24

Anchorage Limited Partner Supplement
------------------------------------

As a result of the Partnership having entered into a Contribution
Agreement with RBH Ventures, a Washington general partnership on May 8, 1998,
pursuant to which the Partnership acquired 51.31% of the net equity value of
certain real property located in the city of Anchorage, Alaska, on which is
located a commercial building (the "Anchorage Property") from RBH, the General
Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this
Agreement has authorized the issuance of Partnership Units to RBH (the
"Anchorage Limited Partner"). The Anchorage Limited Partner shall receive the
number of Units specified below. For purposes of applying the terms and
conditions of the Partnership Agreement, the Anchorage Limited Partner shall be
a Partner of the Partnership with the rights and obligations of Additional
Limited Partners.

For purposes of Section 5.1 of the Partnership Agreement, the
Anchorage Limited Partner shall be entitled to receive distributions with
respect to each Partnership Unit equal to the cash dividend payable with respect
to each share of LXP common stock, determined at the time of each quarterly
distribution beginning with the distribution payable to shareholders of record
of LXP on July 30, 1998.

For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Anchorage Limited Partner. Pursuant to the General Partner's authority in
Section 14.1.B(3), Partnership taxable income shall be specially allocated to
the Anchorage Limited Partner in an amount equal to, but not in excess of, all
cash distributions to the Anchorage Limited Partner; provided, however, that the
Anchorage Limited Partner shall be allocated taxable income as otherwise
required in Exhibit B and C of the Partnership Agreement. For purposes of
Section 6.1C of the Partnership Agreement, Nonrecourse Liabilities of the
Partnership shall be allocated to account for any income or gain to be allocated
to the Anchorage Limited Partner pursuant to Sections 2.B and 2.D of Exhibit C,
in the same priority as Nonrecourse Liabilities are allocated to the Property
Limited Partners, the Red Butte Limited Partners, the Expansion Limited
Partners, the Savannah Limited Partners, the Phoenix Limited Partners and any
subsequent Additional Limited Partners that are admitted to the Partnership. The
Partnership covenants to retain sufficient Nonrecourse Liabilities to permit the
allocation of such Nonrecourse Liabilities to the Anchorage Limited Partner in
an amount sufficient to avoid recapture of tax liability with respect to the
Anchorage Limited Partner's negative capital accounts.

For purposes of Section 8.4 of the Partnership Agreement, on July
15, 1999, and on each July 15, October 15, January 15 and April 15 thereafter
(each a "Notice Date"), the Anchorage Limited Partner shall have the right (the
"Anchorage Limited Partner Redemption Right") to require the Partnership to
redeem on a Specified Redemption Date the Partnership Units held by the
Anchorage Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that the Anchorage Limited Partner must convert
a number of Partnership Units equal to at least the lesser of (i) 1,000
Partnership Units, or (ii) all of the Partnership Units held by such

A-25

Partner. The Anchorage Limited Partner Redemption Right shall be exercised
pursuant to a Notice of Redemption (substantially in the form of Exhibits D-1
through D-4 modified to reflect the Anchorage Limited Partner) delivered to the
General Partner and LXP on a Notice Date by the Anchorage Limited Partner who is
exercising the redemption right (the "Anchorage Redeeming Partner"). The
Anchorage Redeeming Partner shall have no right, with respect to any Partnership
Units so redeemed, to receive any distributions paid after the Specified
Redemption Date. The Partnership covenants to cause the registration of any LXP
Common Stock issued in connection with a redemption in such a manner as is
required so that the shares of LXP Common Stock issued in connection with such
redemption are freely transferable. The Assignee of the Anchorage Limited
Partner may exercise the redemption rights of the Anchorage Limited Partner, and
the Anchorage Limited Partner shall be deemed to have assigned such rights to
such Assignee and shall be bound by the exercise of such rights by such
Assignee. In connection with any exercise of such rights by such Assignee on
behalf of the Anchorage Limited Partner, such Redemption Amount shall be
delivered by the Partnership directly to such Assignee and not to such Anchorage
Limited Partner.

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

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

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Anchorage Limited Partner July 15, 1999
-------------------------

Xxxxxx X. Xxxxxxxx 97,816 0.38126%

A-26

Columbia Limited Partners Supplement
------------------------------------

As a result of the Partnership having entered into (i) a
Contribution Agreement with Columbia Property Associates, a Maryland limited
partnership ("CPA") on December 31, 1998, pursuant to which the Partnership
acquired an estate-for-years interest in a parcel of real property located in
Columbia, Maryland (the "Columbia Property") from CPA, (ii) a Contribution
Agreement with The E. Xxxxxx Xxxxxxx 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., Xxxxxx Page,
Inc., Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx 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., Xxxxxx Page, Inc., Xxxxx X. Xxxxxxxx,
Xxxxxxx X. Xxxxxxxx Trust and The E. Xxxxxx Xxxxxxx Irrevocable Trust (the
"Columbia Limited Partners"). The Columbia Limited Partners shall receive the
number of Units specified below. For purposes of applying the terms and
conditions of the Partnership Agreement, the Columbia Limited Partners shall be
a Partner of the Partnership with the rights and obligations of Additional
Limited Partners.

For purposes of Section 5.1 of the Partnership Agreement, each
Columbia Limited Partner shall be entitled to receive distributions with respect
to each Partnership Unit equal to the cash dividend payable with respect to each
share of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution in respect to the first quarter of 1999.

For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
Columbia Limited Partners. Pursuant to the General Partner's authority in
Section 14.1.B(3), Partnership taxable income shall be specially allocated to
the Columbia Limited Partners in an amount equal to, but not in excess of, all
cash distributions to the Columbia Limited Partners; provided, however, that the
Columbia Limited Partners shall be allocated taxable income as otherwise
required in Exhibit B and C of the Partnership Agreement. For purposes of
Section 6.1C of the Partnership Agreement, Nonrecourse Liabilities of the
Partnership shall be allocated to account for any income or gain to be allocated
to the Columbia Limited Partners pursuant to Sections 2.B and 2.D of Exhibit C,
in the same priority as Nonrecourse Liabilities are allocated to the Property
Limited Partners, the Red Butte Limited Partners, the Expansion Limited
Partners, the Savannah Limited Partners, the Phoenix Limited Partners, the
Anchorage Limited Partner, the Trademark Lancaster Limited Partner and any
subsequent Additional Limited Partners that are admitted to the Partnership. The
Partnership covenants to retain sufficient Nonrecourse Liabilities to permit the
allocation of such Nonrecourse Liabilities to the Columbia Limited Partners in
an amount sufficient to avoid recapture of tax liability with respect to the
Columbia Limited Partners' negative capital accounts.

A-27

For purposes of Section 8.4 of the Partnership Agreement, on
December 1, 1999, and on each December 1, March 1, June 1 and September 1
thereafter (each a "Notice Date"), each Columbia Limited Partner shall have the
right (the "Columbia Limited Partner Redemption Right") to require the
Partnership to redeem on a Specified Redemption Date the Partnership Units held
by a Columbia Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that a Columbia Limited Partner must convert a
number of Partnership Units equal to at least the lesser of (i) 1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Columbia Limited Partner Redemption Right shall be exercised pursuant to a
Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Columbia Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Columbia Limited Partner who is
exercising the redemption right (the "Columbia Redeeming Partner"). The Columbia
Redeeming Partner shall have no right, with respect to any Partnership Units so
redeemed, to receive any distributions paid after the Specified Redemption Date.
The Partnership covenants to cause the registration of any LXP Common Stock
issued in connection with a redemption in such a manner as is required so that
the shares of LXP Common Stock issued in connection with such redemption are
freely transferable. The Assignee of the Columbia Limited Partner may exercise
the redemption rights of the Columbia Limited Partner, and the Columbia Limited
Partner shall be deemed to have assigned such rights to such Assignee and shall
be bound by the exercise of such rights by such Assignee. In connection with any
exercise of such rights by such Assignee on behalf of such Columbia Limited
Partner, such Redemption Amount shall be delivered by the Partnership directly
to such Assignee and not to such Columbia Limited Partner.

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

The Partnership hereby covenants not to dispose of its interest
in the Columbia Property prior to January 1, 2004 except in the event of a
foreclosure or in the event the Partnership determines that such a disposition
is necessary to ensure its continued qualification as a real estate investment
trust.

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

A-28

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

(Units 0.73118% December 1, 1999
Columbia Limited Partners Contributed)
-------------------------

The LCP Group, L.P. 86,014

Xxxxx X. Xxxxxxxxxx 392.5

E. Xxxxxx Xxxxxxx Irrevocable Trust 19,231

Xxxxx X. Xxxxxxxx 7,158.5

Xxxxxxx X. Xxxxxxxx Trust 1,349

Xxxxx Xxxx 0.5 3,866

Xxxxxxx X. Xxxxxxx Family Trust 1 7,731

Xxxxxxxxx Xxxxx 0.5 3,866

Xxxxx X. Xxxxxx 0.5 3,866

Xxxxx X. Xxxx 1 7,731

Xxxx X. Xxxxxx 0.5 3,866

Xxxxxxx X. Xxxxxxxxx 1 7,731

Xxxxxxxx X. Xxxxxxxx 1 7,731

Xxxxxxx X. Xxxx Family Trust 0.5 3,866

Xxxxx Xxxxxx 0.5 3,866

Xxxxxx Xxxxx 0.5 3,866

Xxxxxx Xxxxx 1 7,731

Xxxxx X. Xxxxxx 0.5 3,866

Xxxx X. Xxxxx 0.5 3,866

A-29

LPM Limited Partners Supplement
-------------------------------

As a result of the contribution of 9,900 Class B non-voting
shares of common stock (the "Stock") in Leased Properties Management, Inc., a
Delaware corporation ("LPM") on June 23, 2000, the General Partner pursuant to
Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this Agreement has
authorized the issuance of Partnership Units to the former holders of the Stock
(the "LPM Limited Partner"). The LPM Limited Partner shall receive the number of
Units specified below. For purposes of applying the terms and conditions of the
Partnership Agreement, the LPM Limited Partner shall be a Partner of the
Partnership with the rights and obligations of Additional Limited Partners.

For purposes of Section 5.1 of the Partnership Agreement, the LPM
Limited Partner shall be entitled to receive distributions with respect to each
Partnership Unit equal to the cash dividend payable with respect to each share
of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of LXP in respect of the
second quarter of 2000.

For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
LPM Limited Partner. Pursuant to the General Partner's authority in Section
14.1.B(3), Partnership taxable income shall be specially allocated to the LPM
Limited Partner in an amount equal to, but not in excess of, all cash
distributions to the LPM Limited Partner; provided, however, that the LPM
Limited Partner shall be allocated taxable income as otherwise required in
Exhibit B and C of the Partnership Agreement. For purposes of Section 6.1C of
the Partnership Agreement, Nonrecourse Liabilities of the Partnership shall be
allocated to account for any income or gain to be allocated to the LPM Limited
Partner pursuant to Sections 2.B and 2.D of Exhibit C, in the same priority as
Nonrecourse Liabilities are allocated to the Property Limited Partners, the Red
Butte Limited Partners, the Expansion Limited Partners, the Pacific Place
Limited Partners, the Phoenix Limited Partners, the Savannah Limited Partners,
the Anchorage Limited Partner, the Trademark Limited Partners, the Columbia
Limited Partners and any subsequent Additional Limited Partners that are
admitted to the Partnership. The Partnership covenants to use its best efforts
during the five-year period ending June 22, 2005 to retain sufficient
Nonrecourse Liabilities to permit the allocation of such Nonrecourse Liabilities
to the LPM Limited Partner in an amount sufficient to avoid recapture of tax
liability with respect to the LPM Limited Partner's negative capital accounts.

For purposes of Section 8.4 of the Partnership Agreement, on June
23, 2002, and on each June 23, September 23, December 23 and March 23 thereafter
(each a "Notice Date"), the LPM Limited Partner shall have the right (the "LPM
Limited Partner Redemption Right") to require the Partnership to redeem on a
Specified Redemption Date the Partnership Units held by the LPM Limited Partner
for the Redemption Amount to be delivered by the Partnership; provided, however,
that the LPM Limited Partner must convert a number of Partnership Units equal to
at least the lesser of (i) 1,000 Partnership

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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.

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Capital Partnership Percentage Redemption
Name and Address of Partner
Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------

LPM Limited Partner June 23, 2002
-------------------
The LCP Group, L.P. 83,400 0.32507%

A-31

12/31/03 Limited Partners Supplement
------------------------------------

As a result of the Partnership having entered into a Contribution
Agreement with The LCP Group, L.P., the beneficiaries of the Estate of Xxxxxx X.
Xxxx listed below, Xxxxx X. Xxxxxxxx, Xxxxxxxx Xxxxxxxxxxx, Xxxxxxx X. Xxxxxxxx,
E. Xxxxxx Xxxxxxx, Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxx (each a "12/31/2003
Limited Partner"), the General Partner has authorized the issuance of
Partnership Units to each 12/31/2003 Limited Partner in the amount specified
below. For purposes of applying the terms and conditions of the Agreement, each
12/31/2003 Limited Partner shall be a Partner of the Partnership with the rights
and obligations of Additional Limited Partners, subject to the terms and
conditions of this supplement.

Notwithstanding Section 5.1.A of the Agreement, each 12/31/2003
Limited Partner shall be entitled to receive distributions with respect to each
Partnership Unit equal to the cash dividend payable with respect to each share
of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of record of LXP in
February, 2004.

Partnership taxable income shall be specially allocated to each
12/31/2003 Limited Partner in an amount equal to, but not in excess of, the cash
distributed to each such 12/31/2003 Limited Partner; provided, however, that
each such partner shall be allocated taxable income as otherwise required in
Exhibit B and C of the Partnership Agreement.

For purposes of Section 8.4 of the Partnership Agreement,
beginning on January 15, 2006, and on each January 15, April 15, July 15 and
October 15 thereafter (each a "Notice Date"), each 12/31/2003 Limited Partner
shall have the right (the "12/31/2003 Limited Partner Redemption Right") to
require the Partnership to redeem on a Specified Redemption Date the Partnership
Units held by such 12/31/2003 Limited Partner for the Redemption Amount to be
delivered by the Partnership; provided, however, that each 12/31/2003 Limited
Partner must convert a number of Partnership Units equal to at least the lesser
of (i) 1,000 Partnership Units, or (ii) all of the Partnership Units held by
such partner. The 12/31/2003 Limited Partner Redemption Right shall be exercised
pursuant to a Notice of Redemption (substantially in the form of Exhibits D-1
through D-4) delivered to the General Partner and LXP on a Notice Date by the
12/31/2003 Limited Partner who is exercising the redemption right (the
"12/31/2003 Redeeming Partner"). The 12/31/2003 Redeeming Partner shall have no
right, with respect to any Partnership Units so redeemed, to receive any
distributions paid after the Specified Redemption Date. The Partnership
covenants to cause the registration of any LXP Common Stock issued in connection
with a redemption in such a manner as is required so that the shares of LXP
Common Stock issued in connection with such redemption are freely transferable.
The Assignee of any 12/31/2003 Limited Partner may exercise the redemption
rights of such 12/31/2003 Limited Partner, and such 12/31/2003 Limited Partner
shall be deemed to have assigned such rights to such Assignee and shall be bound
by the exercise of such rights by such Assignee. In connection with any exercise
of such rights by such Assignee on behalf of such 12/31/2003 Limited Partner,

A-32

the Redemption Amount shall be delivered by the Partnership directly to such
Assignee and not to such 12/31/2003 Limited Partner.

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

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

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

Partnership Percentage Redemption
Name and Address of Partner Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------

January 15,
12/31/2003 Limited Partners 231,763 0.90334 2006
---------------------------
-----------------------------------------------------------------------------------------------------

The LCP Group, L.P. 91,137

Xxxxxx Xxxx Insurance Trust U/A/D
5/13/92, F/B/O Monk 44,762
Children, Xxxxx Xxxx, Trustee

Trust F/B/O Xxxxxxxx Xxxx, U/A 2,704
2/28/89, Xxxxx Xxxx, Trustee

Trust f/b/o Xxxxxx Xxxx U/A 2/28/89, 2,704
Xxxxx Xxxx, Trustee

Trust f/b/o Xxxxxxxx Xxxx U/A 2,704
2/28/89, Xxxxx Xxxx, Trustee
14,932
Xxxxx X. Xxxx

A-33

Xxxxx X. Xxxxxxxx 11,126

Xxxxxxxx Xxxxxxxxxxx 4,356

Xxxxxxx X. Xxxxxxxx Trust dtd. 4/5/90 11,126

E. Xxxxxx Xxxxxxx 17,010

Xxxxxxx X. Xxxxx 12,515

Xxxxxx X. Xxxxxxx 16,687

A-34

Xxxxxxxxxx Limited Partners Supplement

As a result of the contribution of the interests in Barnhech
Xxxxxxxxxx Associates Limited Partnership ("Xxxxxxxxxx") on October 28, 2004,
the General Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and
14.1.B(3) of this Agreement has authorized the issuance of Partnership Units to
those former limited partners of Xxxxxxxxxx (the "Xxxxxxxxxx Limited Partners")
electing to contribute all of their interests to the Partnership. Each
Xxxxxxxxxx Limited Partner shall receive the number of Partnership Units
specified below. For purposes of applying the terms and conditions of the
Agreement, each Xxxxxxxxxx Limited Partner shall be a Partner of the Partnership
with the rights and obligations of Additional Limited Partners.

Notwithstanding Section 5.1.A of the Agreement, each Xxxxxxxxxx
Limited Partner shall be entitled to receive distributions with respect to each
Partnership Unit equal to the cash dividend payable with respect to each share
of REIT Shares, determined at the time of each quarterly distribution beginning
with the distribution payable to shareholders of record of LXP in November,
2004.

Partnership taxable income shall be specially allocated to each
Xxxxxxxxxx Limited Partner in an amount equal to, but not in excess of, the cash
distributed to each such Xxxxxxxxxx Limited Partner; provided, however, that
each such Xxxxxxxxxx Limited Partner shall be allocated taxable income as
otherwise required in Exhibit B and C of the Partnership Agreement.

For purposes of Section 8.4 of the Partnership Agreement,
beginning on May 1, 2006, and on each August 1st, November 1st, February 1st,
and May 1st thereafter (each a "Notice Date"), each Xxxxxxxxxx Limited Partner
shall have the right (the "Xxxxxxxxxx Limited Partner Redemption Right") to
require the Partnership to redeem on a Specified Redemption Date the Partnership
Units held by such Xxxxxxxxxx Limited Partner for the Redemption Amount to be
delivered by the Partnership; provided, however, that each Xxxxxxxxxx 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 Xxxxxxxxxx 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
Xxxxxxxxxx Limited Partner who is exercising its Xxxxxxxxxx Limited Partner
Redemption Right (the "Xxxxxxxxxx Redeeming Partner"). The Xxxxxxxxxx Redeeming
Partner shall have no right, with respect to any Partnership Units so redeemed,
to receive any distributions paid after the Specified Redemption Date. The
Partnership covenants to cause the registration of any REIT Shares issued in
connection with a redemption in such a manner as is required so that the REIT
Shares issued in connection with such redemption are freely transferable. The
Assignee of any Xxxxxxxxxx Limited Partner may exercise the redemption rights of
such Xxxxxxxxxx Limited Partner, and such Xxxxxxxxxx Limited Partner shall be
deemed to have assigned such rights to such Assignee and shall be bound by the
exercise of such rights by such Assignee. In connection with any exercise of
such rights by such Assignee on behalf of

A-35

such Xxxxxxxxxx Limited Partner, the Redemption Amount shall be delivered by the
Partnership directly to such Assignee and not to such Xxxxxxxxxx Limited
Partner.

The Partnership Units held by a Xxxxxxxxxx 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 Xxxxxxxxxx Limited Partner are admitted to the
Partnership, on terms reasonably satisfactory to LXP and the Partnership,
pursuant to which LXP shall guaranty the obligations of the Partnership to pay
the Redemption Amount on the Specified Redemption Date.

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

PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS

Capital
Name and Address of Partner Contribution(3) Partnership Percentage Redemption
Units Interest Exercise Date
-----------------------------------------------------------------------------------------------------

Xxxxxxxxxx Limited Partners 0.3813% May 1, 2006
---------------------------

Xxxxx X. Xxxxxxxx 0.15647520 1,974

Xxxxxxxx Xxxxxxxxxxx 0.06128612 773

Xxxxx X. Xxxx 0.21808731 2,751

Xxxxxx Xxxx Insurance Trust U/A/D 0.65393594 8,251
5/13/92, F/B/O Monk Children, Xxxxx
Xxxx, Trustee

Xxxxxxx X. Xxxxxxxx Trust dtd. 4/5/90 0.15647520 1,974

E. Xxxxxx Xxxxxxx 0.23927666 3,019

_____________________________
3 Units of Limited Partnership of Xxxxxxxxxx Contributed

A-36

Xxxxxxx X. Xxxxx 0.17603460 2,221

Xxxxxx X. Xxxxxxx 0.23471280 2,961

Trust F/B/O Xxxxxx Xxxx U/A 2/28/89, 0.04074875 514
Xxxxxx Xxxx, Trustee

Trust F/B/O Xxxxxxxx Xxxx U/A 2/28/89, 0.04074875 514
Xxxxxx Xxxx, Trustee

Trust F/B/O Xxxxxxxx Xxxx 0.04074875 514
U/A 2/28/89, Xxxxxx Xxxx, Trustee

The LCP Group, L.P. 1.74136992 21,972

Xxxxxx X. Xxxxxx, Xx. 0.50000000 6,309

Xxxxxx Xxxxx 2.49355200 31,463

Xxxx Xxxxx Xxxxxxx 1.00000000 12,618

A-37

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

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