Newkirk Master Lp Sample Contracts

Lexington Master Limited Partnership – ADMINISTRATION AND ADVISORY AGREEMENT AMONG LEX-WIN CONCORD LLC, WRP MANAGEMENT LLC AND WRP SUB-MANAGEMENT LLC Dated as of August 2, 2008 (August 4th, 2008)

THIS AGREEMENT, made as of August 2, 2008, among LEX-WIN CONCORD LLC, a Delaware limited liability company (“Lex-Win”), WRP MANAGEMENT LLC, a Delaware limited liability company (“Management”), and WRP SUB- MANAGEMENT LLC, a Delaware limited liability company (the “Administrative Manager”)

Lexington Master Limited Partnership – LIMITED LIABILITY COMPANY AGREEMENT OF LEX-WIN CONCORD LLC (August 4th, 2008)

LIMITED LIABILITY COMPANY AGREEMENT, made as of the 2nd day of August, 2008 by and among WRT REALTY L.P., a Delaware limited partnership (“WRT”), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (“Lexington”), and WRP SUB-MANAGEMENT LLC, a Delaware limited liability company.

Lexington Master Limited Partnership – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCORD DEBT HOLDINGS LLC (August 4th, 2008)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, made as of the 2nd day of August, 2008, by and among LEX-WIN CONCORD LLC, a Delaware limited liability company (“Lex-Win”), and INLAND AMERICAN (CONCORD) SUB, LLC, a Delaware limited liability company (“Inland”), and such other person or persons as may become parties to this Agreement by executing a counterpart hereof.

Lexington Master Limited Partnership – LEXINGTON REALTY TRUST GRANTS LEASE TERMINATION - Obtains Fee Interest on Land at 100 Light Street in Baltimore- - Collects Lease Termination Payment of $27.1 Million - (May 1st, 2008)

New York, NY – April 28, 2008 – Lexington Realty Trust (“Lexington”) (NYSE:LXP), a real estate investment trust (REIT) focused on single-tenant real estate investments, announced that it entered into an agreement with USF&G Financial Services Corporation, a subsidiary of St. Paul Fire and Marine Insurance Company, for the early termination of its lease for approximately 530,000 square feet of space at 100 Light Street, Baltimore, Maryland, which was due to expire on September 30, 2009. In exchange for the release by Lexington of any obligations under the lease, USF&G Financial Services Corporation transferred to Lexington the fee interest in the land under the building with an estimated fair value of $16.0 million, assigned all current subleases to Lexington, and paid Lexington approximately $27.1 million, which represents the present value of the difference between the expected sublease rental revenue and the rental revenue that would have been owed by St. Paul Fire and Marine Insuran

Lexington Master Limited Partnership – AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCORD DEBT HOLDINGS LLC (January 11th, 2008)

AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT, made as of the 7th day of January, 2008 by and among WRT REALTY L.P., a Delaware limited partnership (“WRT”), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (“Lexington”), and AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, and WRP MANAGEMENT LLC, a Delaware limited liability company (the “Administrative Manager”).

Lexington Master Limited Partnership – FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF NET LEASE STRATEGIC ASSETS FUND L.P. (December 26th, 2007)

This FIRSTAMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NET LEASE STRATEGIC ASSETS FUND L.P., dated as of December 20, 2007 (this “Amendment”), is made and entered into by and among The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), LMLP GP LLC, a Delaware limited liability company (“LMLP GP”), and Inland American (Net Lease) Sub, LLC, a Delaware limited liability company (“Inland”). Unless otherwise defined, all defined terms used herein shall have such meaning ascribed such terms in the Partnership Agreement (as defined below).

Lexington Master Limited Partnership – THIRD AMENDMENT TO CREDIT AGREEMENT (December 26th, 2007)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 18, 2007, but effective as of February 1, 2007 (the “Effective Date”) by and among LEXINGTON REALTY TRUST (formerly known as LEXINGTON CORPORATE PROPERTIES TRUST), a real estate investment trust formed under the laws of the State of Maryland, LEPERCQ CORPORATE INCOME FUND L.P., a limited partnership formed under the laws of the State of Delaware, LEPERCQ CORPORATE INCOME FUND II L.P., a limited partnership formed under the laws of the State of Delaware, NET 3 ACQUISITION L.P., a limited partnership formed under the laws of the State of Delaware (collectively, the “Borrowers” and each a “Borrower”), each of Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).

Lexington Master Limited Partnership – CONTRIBUTION AGREEMENT (December 26th, 2007)

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is effective as of this ___ day of November, 2007, by and between [Contributing Entity], a _____________________ (“Contributor”), and The Lexington Master Limited Partnership, a Delaware limited partnership (“MLP”).

Lexington Master Limited Partnership – AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (December 26th, 2007)

THIS AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (“Amendment”) is made as of the 20th day of December, 2007, between The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

Lexington Master Limited Partnership – AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (December 26th, 2007)

THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (“Amendment”) is made as of the 20th day of December, 2007, between The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

Lexington Master Limited Partnership – LEXINGTON REALTY TRUST 2007 EQUITY-BASED AWARD PLAN 2007 Outperformance Program (December 26th, 2007)
Lexington Master Limited Partnership – AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NET LEASE STRATEGIC ASSETS FUND L.P. Dated as of November 5, 2007 (November 9th, 2007)
Lexington Master Limited Partnership – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCORD DEBT HOLDINGS LLC (September 24th, 2007)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, made as of the 21st day of September, 2007 by and among WRT REALTY L.P., a Delaware limited partnership (“WRT”), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (formerly known as The Newkirk Master Limited Partnership) (“Lexington”), and WRP MANAGEMENT LLC, a Delaware limited liability company (the “Administrative Manager”).

Lexington Master Limited Partnership – CONTRIBUTION AGREEMENT (August 16th, 2007)

THIS CONTRIBUTION AGREEMENT (“Agreement”) is made as of the 10th day of August, 2007, between The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

Lexington Master Limited Partnership – MANAGEMENT AGREEMENT (August 16th, 2007)

THIS MANAGEMENT AGREEMENT (this “Management Agreement”) is dated as of August 10, 2007 and entered into by and between Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”), and Lexington Realty Advisors, Inc., a Delaware corporation (the “Asset Manager”).

Lexington Master Limited Partnership – LIMITED PARTNERSHIP AGREEMENT OF NET LEASE STRATEGIC ASSETS FUND L.P. Dated as of August 10, 2007 (August 16th, 2007)

THIS LIMITED PARTNERSHIP AGREEMENT (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) of NET LEASE STRATEGIC ASSETS FUND L.P. (the “Partnership”), made and entered into as of August 10, 2007 by and among The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), as a limited partner of the Partnership, LMLP GP LLC, a Delaware limited liability company (“LMLP GP”), as a general partner of the Partnership, and Inland American (Net Lease) Sub, LLC, a Delaware limited liability company (“Inland”), as a limited partner of the Partnership.

Lexington Master Limited Partnership – PURCHASE AND SALE AGREEMENT (August 16th, 2007)

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the 10th day of August, 2007, between The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), and Net Lease Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

Lexington Master Limited Partnership – CONTRIBUTION AGREEMENT (June 28th, 2007)

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of June 5, 2007, with effect as of June 1, 2007, by and between Lexington Realty Trust, a Maryland real estate investment trust (“LXP”), and The Lexington Master Limited Partnership, a Delaware limited partnership (“MLP”).

Lexington Master Limited Partnership – PARTIAL REDEMPTION AGREEMENT dated as of June 5, 2007, with effect as of June 1, 2007 by and between LEXINGTON/LION VENTURE, L.P. CLPF-LXP/LV, L.P. and LEXINGTON REALTY TRUST (June 28th, 2007)

This PARTIAL REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2007, with effect as of June 1, 2007, by and between LEXINGTON/LION VENTURE, L.P., a Delaware limited partnership (the “Partnership”), CLPF-LXP/LV, L.P., a Delaware limited partnership (“CLPF”), and LEXINGTON REALTY TRUST (F/K/A LEXINGTON CORPORATE PROPERTIES TRUST), a Maryland real estate investment trust (“LXP”).

Lexington Master Limited Partnership – REDEMPTION AGREEMENT dated as of June 5, 2007, with effect as of June 1, 2007 by and between LEXINGTON/LION VENTURE, L.P. CLPF-LXP/LV, L.P. and CLPF-LXP/LION VENTURE GP, LLC (June 28th, 2007)

This REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2007, with effect as of June 1, 2007 by and between LEXINGTON/LION VENTURE, L.P., a Delaware limited partnership (the “Partnership”), CLPF-LXP/LV, L.P., a Delaware limited partnership (the “Redeeming Limited Partner”), and CLPF-LXP/LION VENTURE GP, LLC, a Delaware limited liability company (the “Redeeming General Partner”).

Lexington Master Limited Partnership – THE LEXINGTON MASTER LIMITED PARTNERSHIP, Issuer, LEXINGTON REALTY TRUST, Parent Guarantor, CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST, Subsidiary Guarantors, and Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 19, 2007 5.45% Exchangeable Guaranteed Notes due 2027 (June 22nd, 2007)

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), is entered into as of June 19, 2007, among THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the “Issuer”), LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Parent Guarantor”), CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR SIGNATORIES HERETO (including subsidiaries of the Parent Guarantor subsequently becoming guarantors, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 100 Wall Street, Suite 1600, New York, New York 10005.

Lexington Master Limited Partnership – PURCHASE AGREEMENT (June 7th, 2007)

THIS PURCHASE AGREEMENT is made and entered into as of the 1st day of June 2007, by and between THE COMPTROLLER OF THE STATE OF NEW YORK, AS TRUSTEE OF THE COMMON RETIREMENT FUND (“Seller”), and LEXINGTON REALTY TRUST, a Maryland real estate investment trust (formerly known as Lexington Corporate Properties Trust) (“Purchaser”).

Lexington Master Limited Partnership – CONTRIBUTION AGREEMENT (June 7th, 2007)

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is effective as of this 1st day of June, 2007, by and between Lexington Realty Trust, a Maryland real estate investment trust (“LXP”), and The Lexington Master Limited Partnership, a Delaware limited partnership (“MLP”).

Lexington Master Limited Partnership – CREDIT AGREEMENT (June 7th, 2007)

Exhibit 10.1 ================================================================================ CREDIT AGREEMENT Dated as of June 1, 2007 by and among LEXINGTON REALTY TRUST, THE LEXINGTON MASTER LIMITED PARTNERSHIP, LEPERCQ CORPORATE INCOME FUND L.P., LEPERCQ CORPORATE INCOME FUND II L.P., and NET 3 ACQUISITION L.P., as Borrowers KEYBANC CAPITAL MARKETS, as Lead Arranger and Book Running Manager, KEYBANK NATIONAL A

Lexington Master Limited Partnership – PURCHASE AGREEMENT (June 7th, 2007)

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of June 2007, by and between THE COMPTROLLER OF THE STATE OF NEW YORK, AS TRUSTEE OF THE COMMON RETIREMENT FUND (“Seller”), and THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (“Purchaser”).

Lexington Master Limited Partnership – LEXINGTON REALTY TRUST ANNOUNCES STRATEGIC RESTRUCTURING PLAN Acquires Joint Venture Partners’ Interest in Institutional Joint Venture Programs (June 7th, 2007)

New York, NY – June 4, 2007 – Lexington Realty Trust (“Lexington”) (NYSE:LXP), a real estate investment trust (REIT) focused on single-tenant real estate investments, announced a strategic restructuring plan for Lexington, which it anticipates implementing by year end. The plan, when completed, will restructure Lexington into a company consisting primarily of:

Lexington Master Limited Partnership – COMMON SHARE DELIVERY AGREEMENT (March 9th, 2007)

This Common Share Delivery Agreement (the “Agreement”) is being made as of the 9th day of March, 2007 by and between The Lexington Master Limited Partnership, a Delaware limited partnership (the “MLP”), and Lexington Realty Trust, a Maryland real estate investment trust (the “Company”).

Lexington Master Limited Partnership – THE LEXINGTON MASTER LIMITED PARTNERSHIP, Issuer, LEXINGTON REALTY TRUST, Parent Guarantor, CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST, Subsidiary Guarantors, and Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of March 9, 2007 5.45% Exchangeable Guaranteed Notes due 2027 (March 9th, 2007)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), is entered into as of March 9, 2007, among THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the “Issuer”), LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Parent Guarantor”), CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR SIGNATORIES HERETO (including subsidiaries of the Parent Guarantor subsequently becoming guarantors, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 100 Wall Street, Suite 1600, New York, New York 10005.

Lexington Master Limited Partnership – REGISTRATION RIGHTS AGREEMENT (March 9th, 2007)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2007 among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Company”), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the “MLP”), and BEAR, STEARNS & CO. INC. and LEHMAN BROTHERS INC., as the initial purchasers (the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below).

Lexington Master Limited Partnership – REGISTRATION RIGHTS AGREEMENT (January 29th, 2007)

Exhibit 4.3 EXECUTION COPY -------------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January 29, 2007 among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the "Company"), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the "MLP"), and BEAR, STEARNS & CO. INC., LEHMAN BROTHERS INC., KEYBANC CAPITAL MARKETS and WACHOVIA CAPITAL MARKETS, LLC, as the initial purchasers (the "Initial Purchasers") named in Schedule I to the Purchase Agreement (as defined below). This Agreement is made pursuant to the Purchase Agreement dated January 23, 2007 (the "Purchase Agreement") among the Company, the MLP, the subsidiary guarantor

Lexington Master Limited Partnership – ITEM 6. SELECTED FINANCIAL DATA (January 17th, 2007)

The following financial data are derived from audited consolidated financial statements of The Newkirk Master Limited Partnership as of and for the years ended December 31, 2005, 2004, 2003 and 2002 and from the combined consolidated financial statements of Newkirk RE Holdings, LLC and Newkirk NL Holdings, LLC (“Predecessor Entity”) as of and for the year ended December 31, 2001. In connection with the merger of Newkirk Realty Trust, Inc. with and into Lexington Corporate Properties Trust, effective as of December 31, 2006, The Newkirk Master Limited Partnership changed its name to The Lexington Master Limited Partnership. The financial data set forth below should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” below and “Item 8. The Consolidated Financial Statements” and the notes thereto appearing elsewhere in this report.

Newkirk Master Lp – ENTERS INTO FIVE YEAR LEASE WITH DIRECTV, INC FOR 205,000 SQUARE FEET OF SPACE (December 1st, 2006)

Exhibit 99.1 Newkirk Realty Trust, Inc. AT THE COMPANY Carolyn Tiffany Chief Operating Officer (617) 570-4680 NEWKIRK REALTY TRUST, INC. ENTERS INTO FIVE YEAR LEASE WITH DIRECTV, INC FOR 205,000 SQUARE FEET OF SPACE FOR IMMEDIATE RELEASE - BOSTON, November 27 /PRNewswire-FirstCall/ -- Newkirk Realty Trust, Inc. (NYSE:NKT), through its operating partnership, The Newkirk Master Limited Partnership (the "Operating Partnership"), has entered into a new five year lease with DirecTV, Inc. for 205,000 square feet of space at its El Segundo, California property. DirecTV, which presently occupies the space as a subtenant of Raytheon, houses its corporate headquarters at the property. The new five year lease commences in January 2009 upon the expiration of the current Raytheon lease and provides for annual rent of approximately $2,741,000 with annual 2% increases

Newkirk Master Lp – FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE NEWKIRK MASTER LIMITED PARTNERSHIP (August 9th, 2006)

This FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE NEWKIRK MASTER LIMITED PARTNERSHIP (this “Amendment”), dated as of June 1, 2006, is hereby adopted by Newkirk Realty Trust, Inc., a Maryland corporation (the “General Partner”), as the general partner of The Newkirk Realty Trust, Inc., a Delaware limited partnership (the “Partnership”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 7, 2005 (the “Agreement”).

Newkirk Master Lp – Lexington Corporate Properties Trust and Newkirk Realty Trust Announce Merger Agreement (July 24th, 2006)

This presentation, together with other statements and information publicly disseminated by Lexington and Newkirk, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this presentation are forward-looking statements. All forward-looking statements contained herein speak only as of the date of this presentation. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of Lexington, Newkirk and their affiliates or industry results or the benefits of the proposed merger to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others, difficu

Newkirk Master Lp – AGREEMENT AND PLAN OF MERGER by and among LEXINGTON CORPORATE PROPERTIES TRUST and NEWKIRK REALTY TRUST, INC. Dated as of July 23, 2006 (July 24th, 2006)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2006, is made by and among Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”), and Newkirk Realty Trust, Inc., a Maryland corporation (“NRT”).