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, Xxxxxxx & Co. Inc., X.X. Xxxxxxx &
Sons, Inc., Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx Xxxxxx, Advest, Inc., BB&T Capital
Markets and Xxxxxx, Xxxxx Xxxxx 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]
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
-------------------------------
Name: X. Xxxxxx 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 $52,645,000 0000000 100% (of N/A
Series B)
SPECIAL LIMITED PARTNERS 0.43%
Xxxxxxx X. Xxxxxxx -- 6556 N/A
The LCP Group, L.P. -- 28057 N/A
Xxxxx X. Xxxx -- 4066 N/A
Xxxxxxx X. Xxxxxxxx Trust dtd. 4/5/90 -- 2608 N/A
E. Xxxxxx Xxxxxxx Family, L.P. -- 41813 N/A
Xxxxxxx X. Xxxxx -- 16063 N/A
Xxxxxx X. Xxxxxxx -- 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 Xxxxxxxxxx(1) 0.25% Xxxxx 0, 0000
Xxxxxx X. Xxxxxxx 0.5 3902
Xxxx Xxxxxx 0.25 1951
Xxxxx Xxxxxx 0.25 1951
Estate of Xxxxx X. Xxxxxxxxx 1 7804
Xxxxxxxxx Brothers Oil Co. 2.5 19510
Xxxxx X. Xxxxxx 1 7804
Estate of Xxxxxx X. Xxxx 0.001 406
Xxxxx X. Xxxx 0.001 000
Xxxxxx X. Xxxxxxxxx 0.5 3902
F/B/O Xxxxxxx X. Xxxxxxxxx (Xxxxx Xxxxxxxxx Trust) 0.5 3902
F/B/O Xxxxxxx X. Xxxx (Xxxxx Xxxxxxxxx Trust) 0.5 3902
Xxxx Xxxxxxxxx TTEE 0.5 3902
X. Xxxxxxxx 0.125 976
X. Xxxxxxxx 0.125 976
X. Xxxxxxxx 0.125 975
X. Xxxxxxxx 0.125 975
2) Barnhale Modesto 0.11% February 1, 2006
Xxxxx Xxxxxx 1655
----------
(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
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx 115.5 4967
Xxxxxxx Xxxxx 77 3311
Xxxxxxx Xxxxxxxx 0000
Xxxxxx X. Xxxx Xxxxx 0000
Xxxxxx X. Xxxxxxx, Trustee
Xxxxxx X. Xxxxxxx Revocable Trust dtd 3/24/92 38.5 1656
Estate of Xxxxxx X. Xxxxxxxxxx 1655
Xxxx Xxxxxx 77 3311
Xxxxxxx X. Rips 19.25 1655
Xxxxx X. Xxxxxxx Xxxxxx Trust 1655
Xxxxxxx X. Xxxxxxxx 19.25 1656
E. Xxxxxx Xxxxxxx
(economic interest only) 20.2 000
Xxxxxx Properties, Inc.
(economic interest only) 20.2 000
0) Xxxxxx Xxxxxxxxx 0.12% March 1, 2005
Xxxxxx X. Xxxx 1 3672
Xxxxxxx X. Xxxxx, Xx. 1 3672
Xxxxxxx X. Xxxxxxx 1.5 5508
Xxxxxxx Xxxxx 1 3672
The Residuary Trust U/W Xxxxxxx X. Xxxxxxxxx 0.5 1836
Estate of Xxxxxx X. Xxxx 0.001 4
Xxxxx X. Xxxx 0.001 4
Xxxxxx Xxxxxxxxx 1 3672
Xxxx Xxxxxxxxx TTEE 1 3672
A-3
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
R. Xxxxx Xxxxxxxx 1 3672
4) Barnvyn Bakersfield 0.07% January 1, 2003
Xxxx X. Xxxxxxxx 6257
Xxxxxx Xxxxxx 1.47 5485
(Xxxxxxx X.) Kimpton Revocable Trust 0.26 978
Xxxx Xxxxxxxxxx 5181
5) Barnhech Xxxxxxxxxx(2) 0.04% May 1, 2006
Crestar Bank, Co-Ttee u/a dtd 1/31/86
Xxxxx X. Linen IV Irrevocable Trust 1 1703
Xxxxxxx X. Xxxxx 1 1703
Xxxxxx Living Trust, dtd 10/7/97
Xxxxxxx X. Xxxxxx III & Xxxxxxx Xxxxxx 0.5 852
Xxxxxxx X. Xxxxxxx, Xx. 0.5 852
Xxxx Xxxxx 1 1703
Xxxx X. Xxxxxx Trust 0.5 852
Xxxxxxxxxx Xxx Xxxxxx 1703
6) Barnward Brownsville 0.10% November 2, 2004
Xxxxx Xxxxx Xxxx 1 5424
Xxxxxx Xxxx 1 5424
Xxxxx Xxxxxxx 1 5424
Xxxxxx X. Xxxxxx 1 5424
----------
(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
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
E. Xxxxxx Xxxxxxx
(economic interest only) 0.26 0000
Xxxxxx Properties, Inc.
(economic interest only) 0.26 1428
RED BUTTE LIMITED PARTNERS 5.0% May 22, 1998
Partners of Barnshore Associates
-E. Xxxxxx Xxxxxxx Family L.P. 4245
-Xxxxx X. Xxxx 2122
-Xxxxxxx X. Xxxxx 2123
-Xxxxxx X. Xxxxxxx 2123
-Xxxxxx Xxxxxxxx 2123
-Xxxxx Xxxxxxxx 1061
-Xxxxxxx X. Xxxxxxxx Trust
dtd. 4/5/90 1061
Xxxxxx, Xxxx X. Family Trust 16921
Xxxxxx, X.X. 1811
Xxxx, Xxxxxxxx 33842
Xxxxx, Xxxxxx 8461
Xxxxxx, Xxxxxx X. 16921
Xxxxxx Xxxxxxx, Trustee, Xxxxxx Xxxxxxx Marital
Trust 33842
Xxxxxxx, Windsor & Xxxx 16921
Xxxxxxxxxxx, Xxxxx X. 16921
Dallas, Xxxxxx X. (Sr.) 16921
Xxxxxx, Xxxxxx (Xxxx X. Xxxxxx, escrow agent) 33842
Xxxxxxx, Xxxxx X. (Xx.) 00000
X-0
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
Xxxxx, X. Xxxxxxx 16921
Dye Investment Properties #1 33842
Xxxxxxxxxx (Moosa) Family, L.P. 33842
Falconer Family L.P. 33842
Xxxxx, Xxxxxx X. Trust 16921
The Bud and Xxxx Xxx Xxxxxxxxx Partnership 16921
The Xxxxxxx X. and Xxxx Xxxxxxxxx Family
Partnership 16921
Xxxxxxx, Xxxxx X. 5431
Xxxxx, Xxxxxxxx X. 37236
Xxxxxxxxxx, Xxxxxx X. 20315
Xxxxxx, Xxxxxx X. 3734
Xxxxx, Tinesley H. 10862
Xxxxxx, Xxxxxxxx 33842
Xxxxxxx, Xxxxxx Max Trust 16921
Xxxxx, Xxxxx Xxx 5431
Xxxxx, X. Xxxxxx 2716
Xxxxxx, Xxxxxxx X. 0000
Xxxxxx Xxxxx 00000
Xxxxxxx, Xxxxx X. 1810
Xxxxxxx, Xxxxx X. (Jr.) 33842
Xxxxxxx, Xxxxx X. (Xx.) XXXX 00000
Xxxxxxx, Xxxxxx X. 33842
Krone, Xxxxxxx X. Living Trust 8147
Xxxxx, Xxxxxx X. 5431
Xxxxxxx, Xxxxxx & Virginia 33842
A-6
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
Maronick, E. Phil 33842
Xxxxxx, Eff W. 3734
Xxxxxxx, Xxxxxx X. 16921
Mazo, (Xxxxxx)/Trust 5431
McGonacle, Xxxxx & Xxx 16921
Murphy II, Xxxxxxx X. Trustee 8460
Xxxxxx, Xxxxxxxx Trustee 8460
Neiman, H.F. 0000
Xxxxxxxxx, Xxxxx (Xx.) 00000
Xxxx, Xxxxxx X. 16921
Post, Xxxxx X. (Jr.) 10862
Price, Xxxxxx X. 00000
Xxxxx, Xxxxxx of Guy C. 37236
Romney, Xxxxxx Xxxx & Xxxxx TTEE 20315
Xxxxxxxx, Xxxxxx X. 5431
Xxxxxxxx, Xxxxxx X. 33842
Xxxxxxxx, Xxxxxxx X. 33842
Xxxxxx, Xxxxx X. 5431
Xxxxxxxxxx, Xxxxx 33842
Strimatter, Xxxx X. 8460
Xxxx, Geils 33842
Xxxxxx, (The) Xxxxxx Family LLC 16921
Xxxxxx, Xxxxx X. 16921
Xxxxxxxx, Xxxxxx X. (Jr.) 0000
Xxxx X. Xxxxxxxx Xxxxxxx, Xxx Xxxxx Xxxxx Trust 2716
A-7
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
Xxxxx, Xxxxxxx 5431
The LCP Group, L.P. 104704
Xxxxxxx X. Xxxxx 9302
EXPANSION LIMITED PARTNERS
1) Toy Properties Associates II 0.27% January 15, 1999
Xxxxxx, Xxxxxx Xx 854
Xxxxxxx, Xxxxxx X. 569
Xxxxxxx X. Xxxxxx 854
Xxx X. Xxxxxx 854
Xxxxxx X. Xxxxxxx 1707
Xxxxxxxx X. Xxxxxx 1707
Xxxxxx X. Xxxxxx 1707
Xx. Xxxx X. Xxxxxx 1707
X.X. Xxxxxxx 3414
Xxxxxx Xxxxx 0000
Xxxxxxxx X. Xxxxxxx 1707
Xxxxxxxx Xxxxxxxx 569
Xxxxx X. Xxxxxx 0000
Xxxxxx X. Xxxx 0000
Xxxxx X. Xxxxxxxx 1707
Xxxxxxxx X. Xxxxxxxx 1707
Xxxxx X. Xxx 000
Xxxxx X. Xxxxxxxx 0000
Dr. Xxxxx Xxxx 1707
Xxxx X. Xxxxxxx, Xx. 1707
A-8
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxxxxx 1707
Xxxxxx X. Xxxxxx 1707
WAT Enterprises Limited Partnership ("Xxxxxxxx") 1707
Xxxx Xxx Xxxxxx 1707
L. Xxxxx Xxxxxx 569
Zavrski, C . Realty , LLC 1707
O.K.O.W. Investors (Special LP)
(Special LP) 3628
The LCP Group, L.P. 18065
Xxxxxxx X. Xxxxx 4696
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 0.12% 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
Xxx X. Xxxxxx 778
Xxxxxx X. and Xxxxx X. Xxxxx 778
A-9
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
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. 9601
Xxxxxxx X. Xxxxx 1958
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 0.75% January 15, 2006
Xxxxxxx Xxxxxxx Xxxxx 2262
Xxxxxx X. Xxxxxx 6855
A-10
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx 6855
Xxxxxxxx X. Xxxxxx 6855
Xxxxxx Xxxxxxx Xxxxx 2331
Xxxxxx Xx Xxxxx, MD 6855
Xxxxxxx Xxxx 2285
Xxxxxx Xxxx 9140
Xxxxx Xxxxx 27420
Xxxxxx Xxxxxxx Xxxxxxx 2262
Xxxx Xxxxxxxx 6855
Xxxxx X. Xxxxxx 6855
Xxxxx Xxxxx 6855
Xxxxxxxx X. Koenkow 6855
Xxxxxxx and Xxxxxxxx X. Xxxxxxxxxx 13710
Xxxxxxx X. Xxxxxxxx 6855
Xxxxx Xxxxxxxx 0000
Xxxx X. Xxxxxxx 00000
R. Xxxxxxx Xxxxxxx 00000
X. Xxxxxx Xxxx 6855
C. Xxxxxx Xxxxx 6855
Xxxxxxx X. Xxxxxxx 1662
E. Xxxxxx Xxxxxxx 208
Xxxxxxx X. Xxxxx 4023 January 15, 1999
The LCP Group, L.P. 13444 January 15, 1999
A-11
As a result of the merger of the Partnership with Pacific Place
Partners Ltd. ("Pacific Place") on March 10, 1997, the General Partner has
authorized the issuance of Partnership Units to all former partners of Pacific
Place (the "Pacific Place Limited Partners") in the amounts specified on Exhibit
A-1 attached hereto and made a part hereof. For purposes of applying the terms
and conditions of the Partnership Agreement, the Pacific Place Limited Partners
shall be Partners of the Partnership with the rights and obligations of
Additional Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, each Pacific
Place Limited Partners shall be entitled to receive distributions with respect
to each Partnership Unit equal to the cash dividend payable with respect to each
share of LXP common stock, determined at the time of each quarterly
distribution.
For purposes of Sections 6.1A and 6.1B of the Partnership Agreement,
allocations of Net Income and Net Loss by the Partnership generally shall be
made after giving effect to all allocations of taxable income to the Pacific
Place Limited Partners. Taxable income shall be specially allocated to the
Pacific Place Limited Partners in an amount equal to, but not in excess of, the
cash distributed to the Pacific Place Limited Partners; provided, however, that
the Pacific Place Limited Partners shall be allocated taxable income (i) as
otherwise required in Exhibit B and C of the Partnership Agreement, and (ii)
resulting from the transaction in which the Replacement Property (as defined
below) was acquired. For purposes of Section 6.1C of the Partnership Agreement,
Nonrecourse Liabilities of the Partnership shall be allocated to account for any
income or gain to be allocated to the Pacific Place Limited Partners pursuant to
Sections 2.B and 2.D of Exhibit C, in the same priority as Nonrecourse
Liabilities are allocated to the Property Limited Partners, the Red Butte
Limited Partners, the Expansion Limited Partners and any subsequent Additional
Limited Partners that are admitted to the Partnership. The Partnership covenants
to retain sufficient Nonrecourse Liabilities to permit the allocation of such
Nonrecourse Liabilities to the Pacific Place Limited Partners in an amount
sufficient to avoid recapture of tax liability with respect to the Pacific Place
Limited Partners' negative capital accounts.
For purposes of Section 8.4 of the Partnership Agreement, on April 15,
1999, and on each January 15, April 15, July 15 and October 15 thereafter (each
a "Notice Date"), each Pacific Place Limited Partner shall have the right (the
"Pacific Place Limited Partner Redemption Right") to require the Partnership to
redeem on a Specified Redemption Date the Partnership Units held by a Pacific
Place Limited Partner for the Redemption Amount to be delivered by the
Partnership; provided, however, that a Pacific Place Limited Partner must
convert a number of Partnership Units equal to at least the lesser of (i)1,000
Partnership Units, or (ii) all of the Partnership Units held by such Partner.
The Pacific Place Limited Partner Redemption Right shall be exercised pursuant
to a Notice of Redemption (substantially in the form of Exhibits D-1 through D-4
modified to reflect the Pacific Place Limited Partner) delivered to the General
Partner and LXP on a Notice Date by the Pacific Place Limited Partner who is
exercising the redemption right (the "Pacific Place Redeeming Partner"). The
Pacific Place Redeeming Partner shall have no right, with respect to any
Partnership Units so redeemed, to receive any distributions paid after the
Specified Redemption Date. The Partnership covenants to
A-12
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-13
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
PACIFIC PLACE LIMITED PARTNERS 1.57% April 15, 1999
Xx. Xxxxxx X. Xxxxx 1543
Xx. Xxxxxxx X. Xxxxx 772
Xx. Xxxxxx X. Xxxx 1543
Xxxxx X. Xxxxx, Trustee
u/a dated 12/28/90 771
Xxxxxxx X. Xxxxx, Trust 772
Xxxxxxx X. Xxxxxxx 1543
C. Xxxxx Xxxxx 1543
Xxxxxxx X. Xxxxxxx 386
Shoppers Village Associates
x/x Xxxxxx X. Xxxxxx 0000
Xxxxxx X. Caller 1188
Chappy Partners 72000
Xxxxx X. Xxxxxxxx 772
Xxxxx X. Xxxxx 1543
Xxxxxx X. Xxxxx 1543
Xx. Xxxxxx X. Xxxx 3085
Xxxxxx X. Xxxxxxx 772
Xxxxxxx X. Xxxxx 1543
Xxxxxxxxx X. Xxxxxxx 772
Xx. Xxxxxx Xxxxxxxx 1543
Xxxxxx X. Xxxxxxxx 2314
Xxxxx Xxxxxxxxx and
Xxxx Xxxxxxx 1157
A-14
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
Dr. & Xxx. Xxxxxxxx Xxxxx 1543
Xxxxxxx X. Xxxxxx Trust 1543
Xxx X. Xxxxxx 1543
Xxxxxx Xxxxxxx 771
Xx. Xxxxxxx X. Xxxxxxxx 1543
Investment Capital Associates 1619
ICA Pacific Place, Inc. 3373
Xxxx X. Xxxxxx, III Ranch, Ltd. 1543
Xxx X. Xxxxxx Ranch, Ltd. 1542
Xxxxxx Caller Xxxxxx 1188
Xx. Xxxxxxx X. Xxxxx 771
Xxxxx X. Xxxx 772
Xxx Xxxxxxxxx and
Xxxx Xxxxxxxxx 385
Xxxx X. Xxxxxxxxx 772
Xxxxxxx X. Xxxxxxxxx 772
King Xxxxxxxx 1687
Xxxxxxx X. Xxxxxxxx 89300
Xxxxxx X. Xxxxxxxxx Revocable Trust 98906
Xxxxx X. Xxxxx 3085
Xxxxxx X. Xxxxx 772
Xxxx XxXxxxxx 0000
Xxxxxxx X. XxXxxxxx 0000
Xxxxxx X. Xxxxx 1543
Xxxxxxx Xxxx 5399
Xx. Xxxxxxxxxxxxx X. Xxxx 1543
A-15
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx 1543
Pell Holdings 39100
Xxxxxx X. Xxxxxxxx 1543
Xxxx Xxxxx Xxxxxx 1687
Xx. Xxxxx X. Xxxxxx 1543
Xxxxxxxx Xxxxxx 1296
Xxxxxx X. & Xxxx X. Xxxxxx 1543
Xxxxxx Xxxxxxxxxx 1188
Xxxxxx X. Xxxxxxx 2314
Xxxxx Xxxxxxx & Xxxx Xxxxxxxxx 386
Xx. Xxxxxx Xxxxxxxx 1543
Xx. Xxxxxxx X. Xxxxx 1543
Xxxxxxx Xxxxxx 386
Xx. Xxxxxxx X. Xxxxx 1543
Xxxxxx Xxxxxx 772
Xxxxxxx X. Xxxxx 1543
Xx. Xxxxxxx Xxxxxxxxx 1543
Xx. Xxxxxx X. Xxxxxx 771
Xxxxxxx X. Xxxxxx Revocable Trust 1543
Xxxxx X. Xxxxxxx 1543
Xxxxxx X. Xxxxxxx 771
Dr. & Xxx. Xxxxxx Xxxxxxx 771
Mr. & Xxx. Xxxx Xxxxxxx 1543
Xxxxxx X. Xxxxxxx 1543
A-16
As a result of the contribution of the interests in the Phoenix Hotel
Associates Limited Partnership ("Phoenix") on January 29, 1998, the General
Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this
Agreement has authorized the issuance of Partnership Units to those former
partners of Phoenix (the "Phoenix Limited Partners") electing to contribute all
or a portion of their interests to the Partnership. Each Phoenix Limited Partner
shall receive the number of Units specified below. For purposes of applying the
terms and conditions of the Partnership Agreement, the Phoenix Limited Partners
shall be Partners of the Partnership with the rights and obligations of
Additional Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, each Phoenix
Limited Partner shall be entitled to receive distributions with respect to each
Partnership Unit equal to the cash dividend payable with respect to each share
of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of record of LXP on
January 30, 1998.
For purposes of Sections 6.1A and 6.1B of the Partnership Agreement,
allocations of Net Income and Net Loss by the Partnership generally shall be
made after giving effect to all allocations of taxable income to the Phoenix
Limited Partners. Pursuant to the General Partners' authority in Section
14.1.B(3), Partnership taxable income shall be specially allocated to the
Phoenix Limited Partners in an amount equal to, but not in excess of, all cash
distributions to the Phoenix Limited Partners; provided, however, that the
Phoenix Limited Partners shall be allocated taxable income (i) as otherwise
required in Exhibit B and C of the Partnership Agreement, and (ii) resulting
from the transaction in which the Replacement Property (as defined below) was
acquired. For purposes of Section 6.1C of the Partnership Agreement, Nonrecourse
Liabilities of the Partnership shall be allocated to account for any income or
gain to be allocated to the Phoenix Limited Partners pursuant to Sections 2.B
and 2.D of Exhibit C, in the same priority as Nonrecourse Liabilities are
allocated to the Property Limited Partners, the Red Butte Limited Partners, the
Expansion Limited Partners, the Phoenix Limited Partners, the Savannah Limited
Partners and any subsequent Additional Limited Partners that are admitted to the
Partnership. The Partnership covenants to retain sufficient Nonrecourse
Liabilities to permit the allocation of such Nonrecourse Liabilities to the
Phoenix Limited Partners in an amount sufficient to avoid recapture of tax
liability with respect to the Phoenix Limited Partners' negative capital
accounts.
For purposes of Section 8.4 of the Partnership Agreement, on January
15, 1999, and on each January 15, April 15, July 15 and October 15 thereafter
(each a "Notice Date"), each Phoenix Limited Partner shall have the right (the
"Phoenix Limited Partner Redemption Right") to require the Partnership to redeem
on a Specified Redemption Date the Partnership Units held by a Phoenix Limited
Partner for the Redemption Amount to be delivered by the Partnership; provided,
however, that a Phoenix Limited Partner must convert a number of Partnership
Units equal to at least the lesser of (i) 1,000 Partnership Units, or (ii) all
of the Partnership Units held by such Partner. The Phoenix Limited Partner
Redemption Right shall be exercised pursuant to a Notice of Redemption
(substantially in the form of Exhibits D-1 through D-4 modified to reflect the
Phoenix Limited Partner) delivered to the General Partner and LXP on a
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, 0000
Xxxxx Xxxxxxx 0.25 12272
Xxxx Xxxxxxxx Revocable Trust dtd. 5/6/83 0.5 24546
Xxxxxxx Xxxxxx Brody 0000
Xxxxx X. Xxxxxxxx
(Xxxxxxx Xxxxx) 250
Xxxxxx X. Xxxxxxxx 250
Xxxx X. Xxxxxxxx 000
Xxxxxx X. Xxxxxxxx as custodian for Xxxx Xxxxxx
Xxxxxxx 250
xxXxxxx Family Trust
dtd. 6/21/90 0.25 12273
Xxxxxxx X. Xxxxxx 0.5 24546
Xxxxxxxxx Xxxxx 0.5 24546
Fremar Company 0.1425 6996
Xxxx Xxxxx Xxxx Trust 0.5 24546
Xxxxxx X. Xxxxx, M.D. 0.5 24546
Xxxxxxxx Xxxxxxxxx, M.D. 1 49093
Xxxxxx X. Xxxxxx, Trustee
Xxxxxx X. Xxxxxx Rev. Trust u/a/d 4/6/90 1 49093
Xxxx X. Xxxxxxxx 0.25 12272
Xxxxx X. Xxxx 6136
E. Xxxxxx Xxxxxxx Family, L.P. 0.25 12272
Xxx X. Xxxxxxxxx TTEE 1 49093
A-20
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Capital Partnership Percentage Redemption
Name and Address of Partner Contribution Units Interest Exercise Date
---------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. & Xxx X. Xxxxxxxx Marital Trust U/A
dtd. 1/7/82
Xxxxxxxxx Seed 8223
Xxxxxxx X. Seed 3000
Xxxxxxxx X. Xxxxx 0.5 24546
Xxxxx Xxxxx TTEE 0.5 24546
Xxxxx X. Xxxxx TTEE 0.5 24546
Xxxxx Xxxxxxx Xxxxx Intervivos Trust
Xxxxx X. Xxxxxx 0.5 22646
(Class B Units
Contributed)
E. Xxxxxx Xxxxxxx Family, L.P. 7.5 344663
Xxxxxxx X. Xxxxxxxx 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. Xxxxxxxx Xxxx, Xx. 1,100 157447
Xxxxxxxxx Xxxx Shiftan 125 17891
Xxxxxxx X. Xxxx 125 17891
Xxxxxxx X. Xxxxxxxx Trust dtd. 4/5/90 125 17891
Xxxxx Xxxxx 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
Xxxxxx X. Xxxxxxxx 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. 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-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
Xxxxx X. Xxxxxxxxxx 393
E. Xxxxxx Xxxxxxx Irrevocable Trust 19231
Xxxxx X. Xxxxxxxx 7159
Xxxxxxx X. Xxxxxxxx Trust 1349
Xxxxx Xxxx 0.5 3866
Xxxxxxx X. Xxxxxxx Family Trust 1 7731
Xxxxxxxxx Xxxxx 0.5 3866
Xxxxx X. Xxxxxx 0.5 3866
Xxxxx X. Xxxx 1 7731
Xxxxx Xxxxxx 0.5 3866
Xxxxxxx X. Xxxxxxxxx 1 7731
Xxxxxxxx X. Xxxxxxxx 1 7731
Xxxxxxx Xxxx 0.5 3866
Xxxxx Xxxxxx 0.5 3866
Xxxxxx Xxxxx 0.5 3866
Xxxxxx Xxxxx 1 7731
Xxxxx X. Xxxxxx 0.5 3866
Xxxx X. Xxxxx 0.5 3866
A-34
LPM LIMITED PARTNERS SUPPLEMENT
As a result of the contribution of 9,900 Class B non-voting
shares of common stock (the "Stock") in Leased Properties Management, Inc., a
Delaware corporation ("LPM") on June 23, 2000, the General Partner pursuant to
Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this Agreement has
authorized the issuance of Partnership Units to the former holders of the Stock
(the "LPM Limited Partner"). The LPM Limited Partner shall receive the number of
Units specified below. For purposes of applying the terms and conditions of the
Partnership Agreement, the LPM Limited Partner shall be a Partner of the
Partnership with the rights and obligations of Additional Limited Partners.
For purposes of Section 5.1 of the Partnership Agreement, the
LPM Limited Partner shall be entitled to receive distributions with respect to
each Partnership Unit equal to the cash dividend payable with respect to each
share of LXP common stock, determined at the time of each quarterly distribution
beginning with the distribution payable to shareholders of LXP in respect of the
second quarter of 2000.
For purposes of Sections 6.1A and 6.1B of the Partnership
Agreement, allocations of Net Income and Net Loss by the Partnership generally
shall be made after giving effect to all allocations of taxable income to the
LPM Limited Partner. Pursuant to the General Partner's authority in Section
14.1.B(3), Partnership taxable income shall be specially allocated to the LPM
Limited Partner in an amount equal to, but not in excess of, all cash
distributions to the LPM Limited Partner; provided, however, that the LPM
Limited Partner shall be allocated taxable income as otherwise required in
Exhibit B and C of the Partnership Agreement. For purposes of Section 6.1C of
the Partnership Agreement, Nonrecourse Liabilities of the Partnership shall be
allocated to account for any income or gain to be allocated to the LPM Limited
Partner pursuant to Sections 2.B and 2.D of Exhibit C, in the same priority as
Nonrecourse Liabilities are allocated to the Property Limited Partners, the Red
Butte Limited Partners, the Expansion Limited Partners, the Pacific Place
Limited Partners, the Phoenix Limited Partners, the Savannah Limited Partners,
the Anchorage Limited Partner, the Trademark Limited Partners, the Columbia
Limited Partners and any subsequent Additional Limited Partners that are
admitted to the Partnership. The Partnership covenants to use its best efforts
during the five-year period ending June 22, 2005 to retain sufficient
Nonrecourse Liabilities to permit the allocation of such Nonrecourse Liabilities
to the LPM Limited Partner in an amount sufficient to avoid recapture of tax
liability with respect to the LPM Limited Partner's negative capital accounts.
For purposes of Section 8.4 of the Partnership Agreement, on
June 23, 2002, and on each June 23, September 23, December 23 and March 23
thereafter (each a "Notice Date"), the LPM Limited Partner shall have the right
(the "LPM Limited Partner Redemption Right") to require the Partnership to
redeem on a Specified Redemption Date the Partnership Units held by the LPM
Limited Partner for the Redemption Amount to be delivered by the Partnership;
provided, however, that the LPM Limited Partner must convert a number of
Partnership Units equal to at least the lesser of (i) 1,000 Partnership
A-35
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.
A-36
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%
A-37
