AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
Exhibit
10.4
EXECUTION
COPY
AMENDMENT
NO. 1 TO
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”).
RECITALS
A.
LMLP and the Partnership have previously entered into a certain Purchase
and
Sale Agreement, dated as of August 10, 2007 (the “Agreement”), having as the
subject matter the sale of property or properties and direct or indirect
interests in owners of property or properties as set forth on Schedule 1
of the
Agreement.
B.
Except as expressly provided herein, all capitalized terms shall have the
same
meanings as set forth in the Agreement.
B.
LMLP and the Partnership desire to modify and amend the Agreement pursuant
to
Section 6.3 of
the Agreement.
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
in
the Agreement and this Amendment and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto
agree as follows:
1.1
Section
1. From and after January 1, 2008, the definition of “Tenant Estoppels”
set
forth in Section 1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
“Tenant
Estoppels” means estoppel certificates dated within 30 days of
a Closing with respect to the Property to which it relates from tenants of
a
Property or Properties, substantially in the form of Exhibit B attached
hereto or in such other form as may be attached to the applicable
Lease.
1.2 Section
2. Section 2 of the Agreement is hereby amended by adding Section
2.17 as follows:
2.17 With
respect to the Tenant Estoppels identified on Schedule 2.17
attached hereto that were executed before the date hereof (the “Existing Tenant
Estoppels”): (i) all payments of rent required to be paid by the Tenant
under each Lease as of December 1, 2007 has been paid, (ii) as of December
14,
2007, the information contained in each of the Existing Tenant Estoppels
is
true, correct and complete in all material respects and (iii) to LMLP’s
knowledge, at the date hereof the information contained in each of the Existing
Tenant Estoppels is true, correct and complete in all material
respects. Notwithstanding anything herein or in the Partnership
Agreement to the contrary, this Section 2.17 shall
become null and void with respect to a Lease and a Tenant Estoppel when a
Tenant
Estoppel dated after the date hereof covering the applicable items in (i),
(ii)
and (iii) of the
immediately
preceding sentence is delivered by LMLP to the Partnership and Inland; provided, however,
that this
Section 2.17
will only become null and void with respect to a Lease if each such Tenant
Estoppel dated after the date hereof is in the same form and substance and
containing substantially the same information (or contains changes having
no
more than a de minimis effect) as its corresponding Existing Tenant Estoppel
except to the extent that any such changes have been disclosed to Inland
and the
Partnership in writing prior to the date hereof.
1.3 Schedule
1. Schedule
1 is hereby
amended by deleting it in its entirety and replacing it with Schedule 1
hereto.
1.4 Schedule
2. Schedule
2 is hereby
amended by deleting it in its entirety and replacing it with Schedule 2
hereto.
1.5 Schedule
2.5. Schedule
2.5 is
hereby amended by deleting it in its entirety and replacing it with Schedule 2.5
hereto.
1.6 Schedule
2.8. Schedule
2.8 is
hereby amended by deleting it in its entirety and replacing it with Schedule 2.8
hereto.
1.7 Schedule
4.2. Schedule
4.2 is
hereby amended by deleting it in its entirety and replacing it with Schedule 4.2
hereto.
1.8 No
Further
Amendment. Except as expressly provided for in this Amendment,
the Agreement is in full force and effect and in accordance with its terms
and
is not further amended.
1.9 Counterparts. This
Amendment may be executed in multiple counterparts and by facsimile signatures,
each of which shall be deemed to be an original, but all of which together,
when
fully executed shall constitute the same Amendment.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on their behalf as of the date first above written.
THE
LEXINGTON MASTER LIMITED
PARTNERSHIP, a Delaware limited Partnership
PARTNERSHIP, a Delaware limited Partnership
By:
Lex
GP-1 Trust, a Delaware statutory trust, its
general partner
general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
NET
LEASE
STRATEGIC ASSETS FUND L.P., a
Delaware limited partnership
Delaware limited partnership
By:
LMLP GP, a Delaware limited
partnership,
its general
partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
The
undersigned LMLP Sale Affiliates, severally and solely with respect to the
Sold
Asset or Sold Assets set forth opposite their respective name on Schedule 1 hereto,
agree to sell such Sold Asset or Sold Asset subject to and in accordance
with
the terms and conditions of the Agreement and this Amendment:
LSAC
Operating Partnership L.P.
By:
LSAC
General Partner LLC
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Contributions, Inc.
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
TIC OK Holdings L.P.
By:
Lexington TIC OK LLC, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Texan
▇▇▇▇▇▇▇▇▇▇▇ Limited Partnership
By:
Lexington BHI Trust, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Texan
Training Limited Partnership
By:
Lexington BHI Trust, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Texan
Petrolite Limited Partnership
By:
Lexington BHI Trust, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Triple
Net Investment Company LLC
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Net
3 Acquisition L.P.
By:
Lex
GP-1 Trust, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lepercq
Corporate Income Fund L.P.
By:
Lex
GP-1 Trust, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Elizabethtown 750 Corp.
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Elizabethtown 730 Corp.
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Dry Ridge Corp.
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Hopkinsville Corp.
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Owensboro Corp.
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Acquiport Company II, LLC
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Union
Hills Associates
By:
Union
Hills Associates II, its managing general partner
By:
Lexington Realty Trust, its managing general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Foxboro I LLC
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Westport
View Corporate Center L.P.
By:
Lexington Westport LLC, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Realty Trust
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Realty Advisors, Inc.
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
LXP
I, L.P.
By:
LXP I
Trust, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
North
Tampa Associates
By:
Lexington Realty Trust, its managing general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lexington
Texas Holdings L.P.
By;
Lexington Texas Holdings Manager LLC, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
Lepercq
Corporate Income Fund II L.P.
By:
Lex
GP-1 Trust, its general partner
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title:
Executive Vice
President
SCHEDULE
1
|
Property
|
|||||||||
|
Type
|
Primary
Tenant
|
Address
|
Net
Prorations and Adjustments (See Attached) |
Purchase
Price |
Loans
|
Sold
Assets
|
Owner
|
GP/Manager
Entity
|
LMLP
Sale
Affiliate
|
|
Fee
interest
|
American
Golf
Corporation |
▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
|
--
|
100%
membership interest in LSAC Oklahoma City Manager LLC and 100 limited
partnership interest in LSAC Oklahoma L.P.
|
LSAC
Oklahoma City L.P.
|
LSAC
Oklahoma Manager LLC
|
LSAC
Operating Partnership L.P.
|
||
|
Leasehold
interest |
ASML
Lithography Holding NV |
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇
|
$13,415,219.10
|
100%
membership interest in Lexington Tempe Manager LLC and 100% limited
partnership interest in Lexington Tempe L.P.
|
Lexington
Tempe L.P.
|
Lexington
Tempe Manager LLC
|
Lexington
Contributions, Inc.
|
||
|
40%
tenancy-
in-common interest |
AT&T
Wireless
Services, Inc. |
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ City, Oklahoma
|
$14,748,872.00
|
100%
membership interest in Lexington Oklahoma City Manager LLC
|
Lexington
Oklahoma City L.P.
|
Lexington
Oklahoma City Manager LLC
|
Lexington
TIC OK Holdings L.P.
|
||
|
|
|
|
and
100% limited partnership interest in Lexington Oklahoma City
L.P.
|
|
|
|
|||
|
Fee
interest
|
▇▇▇▇▇
▇▇▇▇▇▇,
Inc. |
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
|
$23,650,170.60
|
100%
membership interest in NLSAF BHI GP LLC (after conversion of
Lexington BHI
Trust) and 99.5% limited partnership interest in Texan ▇▇▇▇▇▇▇▇▇▇▇
Limited
Partnership
|
Texan
▇▇▇▇▇▇▇▇▇▇▇ Limited Partnership
|
LLC
(after conversion of Lexington BHI Trust)
|
Lexington
Realty Trust
|
||
|
Fee
interest
|
▇▇▇▇▇
▇▇▇▇▇▇,
Inc. |
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
|
$7,217,561.16
|
100%
membership interest in NLSAF BHI GP LLC (after conversion of
Lexington BHI
Trust) and 99.5% limited partnership interest in Texan Training
Limited
Partnership
|
Texan
Training Limited Partnership
|
LLC
(after conversion of Lexington BHI Trust)
|
Lexington
Realty Trust
|
||
|
Fee
interest
|
▇▇▇▇▇
▇▇▇▇▇▇,
Inc. |
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
|
$16,371,694.47
|
100%
membership interest in NLSAF BHI GP LLC (after conversion of
|
Texan
Petrolite Limited Partnership
|
LLC
(after conversion of Lexington BHI Trust)
|
Lexington
Realty Trust
|
|
|
|
|
|
Lexington
BHI Trust) and 99.5% limited partnership interest in Texan
Petrolite
Limited Partnership
|
|
|
|
||
|
Fee
interest
|
Bay
Valley
Foods, LLC |
▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
|
$6,609,133.18
|
100%
membership interest in LSAC Plymouth Manager LLC and 100% limited
partnership interest in LSAC Plymouth L.P.
|
LSAC
Plymouth L.P.
|
LSAC
Plymouth Manager LLC
|
LSAC
Operating Partnership L.P.
|
||
|
Fee
interest
|
CAE
Simuflite,
Inc. (CAE Inc.) |
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
|
$16,719,188.84
|
100%
membership interest in LSAC ▇▇▇▇▇▇ County Manager LLC and 100%
limited
partnership interest in LSAC ▇▇▇▇▇▇ County L.P.
|
LSAC
▇▇▇▇▇▇ County L.P.
|
LSAC
▇▇▇▇▇▇ County L.P.
|
LSAC
Operating Partnership L.P.
|
||
|
Fee
interest
|
Corning,
Inc.
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇
|
$9,357,883.09
|
100%
membership interest in Lexington TNI ▇▇▇▇▇ Manager LLC and
100% limited
partnership interest in Lexington TNI ▇▇▇▇▇ ▇.▇.
|
Lexington
TNI ▇▇▇▇▇ ▇.▇.
|
Lexington
TNI ▇▇▇▇▇ Manager LLC
|
Triple
Net Investment Company LLC
|
|
Fee
interest
|
▇▇▇
Communications, Inc. |
▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
|
$2,275,658.74
|
100%
membership interest in Net 2 ▇▇▇ LLC
|
Net
2 ▇▇▇ LLC
|
Net
3 Acquisition L.P.
|
|||
|
Fee
interest
|
▇▇▇▇
Corporation |
▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
$17,340,367.78
|
100%
membership interest in Lexington Kalamazoo Manager LLC and
100% limited
partnership interest in Lexington Kalamazoo L.P.
|
Lexington
Kalamazoo L.P.
|
Lexington
Kalamazoo Manager LLC
|
Lepercq
Corporate Income Fund L.P.
|
||
|
Leasehold
interest
|
▇▇▇▇
Corporation |
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
$4,694,433.14
|
100%
interest NLSAF Elizabethtown 730 Mezz LLC (after conversion
of Lexington
Elizabethtown 730 Corp.)
|
NLSAF
Elizabethtown 730 LLC (after conversion of Lexington Elizabethtown
730
Corp.)
|
Lexington
Realty Trust
|
|||
|
Leasehold
interest
|
▇▇▇▇
Corporation |
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
$24,923,414.82
|
100%
interest NLSAF Elizabethtown 750 Mezz LLC (after conversion
of Lexington
Elizabethtown 750 Corp.)
|
NLSAF
Elizabethtown 750 LLC (after conversion of Lexington Elizabethtown
750
Corp.)
|
Lexington
Realty Trust
|
|||
|
Leasehold
interest
|
▇▇▇▇
Corporation |
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
$11,805,918.47
|
100%
interest NLSAF Dry Ridge Mezz LLC (after conversion of Lexington
Dry
Ridge
|
NLSAF
Dry Ridge LLC (after conversion of Lexington Dry Ridge Corp.)
|
Lexington
Realty Trust
|
|
|
|
|
Corp.)
|
|
|
||||
|
Fee
interest
|
▇▇▇▇
Corporation |
▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
$14,603,212.19
|
100%
interest NLSAF Hopkinsville Mezz LLC (after conversion of Lexington
Hopkinsville Corp.)
|
NLSAF
Hopkinsville LLC (after conversion of Lexington Hopkinsville
Corp.)
|
Lexington
Realty Trust
|
|||
|
Leasehold
interest |
▇▇▇▇
Corporation |
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
$10,558,679.56
|
100%
interest NLSAF Owensboro Mezz LLC (after conversion of Lexington
Owensboro
Corp.)
|
NLSAF
Owensboro LLC (after conversion of Lexington Owensboro Corp.)
|
Lexington
Realty Trust
|
|||
|
Fee
interest
|
Georgia
Power
Company |
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
|
$12,675,000.00
|
100%
membership interest in Acquiport ▇▇▇▇▇▇▇▇▇ Manager LLC and
99.5% limited
partnership interest in Acquiport ▇▇▇▇▇▇▇▇▇ ▇.▇.
|
Acquiport
▇▇▇▇▇▇▇▇▇ ▇.▇.
|
Acquiport
▇▇▇▇▇▇▇▇▇ Manager LLC
|
Lexington
Acquiport Company II, LLC
|
||
|
Fee
interest
(excluding the Released Parcel) |
Honeywell,
Inc.
|
▇▇▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
|
$14,149,680.39
|
100%
interest in Lexington Manager Glendale LLC
|
Lexington
Glendale LLC
|
Lexington
Glendale Manager LLC
|
Union
Hills Associates
|
||
|
Fee
interest
|
(i)Structure,
LLC (Infocrossing,
Inc.) |
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
$8,850,197.37
|
100%
membership interest in LSAC Omaha Manager
|
LSAC
Omaha L.P.
|
LSAC
Omaha Manager LLC
|
LSAC
Operating Partnership L.P.
|
|
|
|
|
|
LLC
and 100% limited partnership interest in LSAC Omaha L.P.
|
|
|
|
||
|
Leasehold
interest |
(i)Structure,
LLC (Infocrossing,
Inc.) |
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇
|
$8,358,519.58
|
100%
membership interest in LSAC Tempe Manager LLC and 100% limited
partnership
interest in LSAC Tempe L.P.
|
LSAC
Tempe L.P.
|
LSAC
Tempe Manager LLC
|
LSAC
Operating Partnership L.P.
|
||
|
Fee
interest
|
Ivensys
Systems,
Inc. (▇▇▇▇▇, Inc.) |
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
|
$14,090,991.79
|
100%
membership interest in Lexington Foxboro I LLC
|
Lexington
Foxboro I LLC
|
Lepercq
Corporate Income Fund L.P.
|
|||
|
Fee
interest
|
▇▇▇▇▇▇-▇▇▇▇▇▇▇
Clinic (St. Lukes Episcopal Health System) |
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
|
$9,788,652.45
|
100%
membership interest in Lexington ▇▇▇▇▇▇▇▇▇ Manager LLC and
100% limited
partnership interest in Lexington ▇▇▇▇▇▇▇▇▇ L.P.
|
Lexington
▇▇▇▇▇▇▇▇▇ L.P.
|
Lexington
▇▇▇▇▇▇▇▇▇ Manager LLC
|
Westport
View Corporate Center L.P.
|
||
|
Fee
interest
(currently under contract) |
▇▇▇▇▇▇
Loan
Servicing L.P. (Credit-Based Asset Servicing and Securitization LLC) |
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
|
--
|
100%
membership interest in NLSAF ▇▇▇▇▇▇▇▇▇ Manager LLC and 100%
limited
partnership
|
NLSAF
▇▇▇▇▇▇▇▇▇ ▇.▇.
|
NLSAF
▇▇▇▇▇▇▇▇▇ Manager LLC
|
Lexington
Realty Trust
|
|
|
|
|
interest
in NLSAF ▇▇▇▇▇▇▇▇▇ ▇.▇.
|
|
|
|
|||
|
Fee
interest
|
▇▇▇▇▇▇▇▇▇▇
County Management, LLC |
▇▇▇▇▇
▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
|
$7,500,000.00
|
100%
membership interest in LSAC Woodlands Manager LLC and 99.5%
limited
partnership interest in LSAC Woodlands L.P.
|
LSAC
Woodlands L.P.
|
LSAC
Woodlands L.P.
|
LSAC
Operating Partnership L.P.
|
||
|
Fee
interest
|
Nextel
of Texas
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
|
$8,799,283.19
|
100%
membership interest in Lexington Temple Manager Trust and 99%
limited partnership interest in Lexington Temple L.P.
|
Lexington
Temple L.P.
|
Lexington
Temple Manager Trust (which will be converted to Lexington
Temple Manager,
LLC thereafter)
|
Lexington
Realty Trust
|
||
|
Fee
interest
|
Nextel
West
Corporation |
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
|
$6,503,818.18
|
100%
membership interest in Lexington Bremerton Manager LLC
|
Lexington
Bremerton LLC
|
Lexington
Bremerton Manager LLC
|
Lexington
Realty Trust
|
||
|
Fee
interest
|
Northrop
Grumman Systems Corp. |
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
|
--
|
100%
membership interest in LSAC Pascagoula Manager LLC and 100%
limited
partnership interest in LSAC
|
LSAC
Pascagoula L.P.
|
LSAC
Pascagoula Manager LLC
|
LSAC
Operating Partnership L.P.
|
|
|
|
|
Pascagoula
L.P.
|
|
|
|
|||
|
Fee
interest
|
Omnipoint
Holdings, Inc. (T-Mobile USA, Inc.) |
▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
|
$10,270,681.91
|
100%
membership interest in Acquiport Oakland Manager LLC and 100%
limited
partnership interest in Acquiport Oakland L.P.
|
Acquiport
Oakland L.P.
|
Acquiport
Oakland Manager LLC
|
Lexington
Acquiport Company II, LLC
|
||
|
Fee
interest
|
▇▇▇▇▇
Corning
|
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
--
|
100%
membership interest in Lexington Minneapolis L.L.C.
|
Lexington
Minneapolis L.L.C.
|
Lepercq
Corporate Income Fund L.P.
|
|||
|
Fee
interest
|
Parkway
Chevrolet, Inc. |
▇▇▇▇▇
▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
|
$9,344,673.76
|
100%
membership interest in LSAC Tomball Manager LLC and 100% limited
partnership interest in LSAC Tomball L.P.
|
LSAC
Tomball L.P.
|
LSAC
Tomball Manager LLC
|
LSAC
Operating Partnership L.P.
|
||
|
Fee
interest
|
Seimens
Dematic
Postal Automation |
▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
|
$21,010,306.55
|
100%
membership interest in Lexington Arlington Manager LLC and
99.5% limited
partnership interest in Lexington
|
Lexington
Arlington L.P.
|
Lexington
Arlington Manager LLC
|
Lexington
Acquiport Company II, LLC
|
|
|
|
|
|
Arlington
L.P.
|
|
|
|
||
|
Fee
interest
|
Silver
Spring
Gardens, Inc. (▇▇▇▇▇▇▇▇▇▇ Farms, Inc.) |
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
--
|
100%
membership interest in LSAC Eau Claire Manager LLC and 100%
limited
partnership interest in LSAC Eau Claire L.P.
|
LSAC
Eau Claire L.P.
|
LSAC
Eau Claire Manager LLC
|
LSAC
Operating Partnership L.P.
|
||
|
Fee
interest
|
SKF
USA Inc.
|
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
$1,508,477.25
|
Fee
interest
|
Lexington
Realty Trust
|
Lexington
Realty Trust
|
|||
|
Fee
interest
|
Sygma
Network,
Inc. (Sysco Corporation) |
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
$6,217,205.68
|
100%
membership interest in Lexington Danville LLC
|
Lexington
Danville LLC
|
Lexington
Realty Advisors, Inc.
|
|||
|
Fee
interest
|
Tenneco
Automotive Operation Company (Tenneco Automotive Inc.) |
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
|
--
|
Fee
interest
|
LXP
I, L.P.
|
LXP
I, L.P.
|
|||
|
Fee
interest
|
Time
Customer
Service, Inc. (Time, Inc.) |
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇
|
$7,978,117.35
|
Fee
interest
|
North
Tampa Associates
|
North
Tampa Associates
|
|||
|
Fee
interest
|
TRW,
Inc. (Experian Information Solutions, Inc.)
|
601
& ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
|
$30,582,338.00
|
100%
membership interest in Lexington ▇▇▇▇▇ Manager LLC and 100%
limited
partnership interest in Lexington ▇▇▇▇▇
|
Lexington
▇▇▇▇▇ ▇.▇.
|
Lexington
▇▇▇▇▇ Manager LLC
|
Lexington
Texas Holdings L.P.
|
|
|
|
|
L.P.
|
|
|
|
|||
|
Fee
interest
|
Voicestream
PCS
I (T-Mobile USA, Inc.) |
▇▇▇▇
▇.▇. ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
|
$9,654,317.77
|
100%
membership interest in Lexington ▇▇▇▇▇▇▇ Manager LLC
|
Lexington
▇▇▇▇▇▇▇ LLC
|
Lexington
▇▇▇▇▇▇▇ Manager LLC
|
Lepercq
Corporate Income Fund II L.P.
|
||
|
Fee
interest
|
Voicestream
PCS
II (T-Mobile USA, Inc.) |
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
|
$10,141,927.70
|
100%
membership interest in Acquiport Lenexa Manager LLC
|
Acquiport
Lenexa LLC
|
Acquiport
Lenexa Manager LLC
|
Lexington
Acquiport Company II, LLC
|
SCHEDULE
2
Lease,
dated as of September 27, 2000, between Texan ▇▇▇▇▇▇▇▇▇▇▇ Limited Partnership
and ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated, as amended
Lease,
dated as of September 27, 2000, between Texan Training Limited Partnership
and
▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated, as amended
Lease
Agreement, dated June 30, 2005, between Lexington Hopkinsville Corp. and
▇▇▇▇
Corporation, as amended
Lease
Agreement, dated June 30, 2005, between Lexington Owensboro Corp. and ▇▇▇▇
Corporation, as amended
Lease
Agreement, dated June 30, 2005, between Lexington Dry Ridge Corp. and ▇▇▇▇
Corporation, as amended
Lease
Agreement, dated June 30, 2005, between Lexington 750 Elizabethtown Corp.
and
▇▇▇▇ Corporation, as amended
Lease
Agreement, dated June 30, 2005, between Lexington 730 Elizabethtown Corp.
and
▇▇▇▇ Corporation, as amended
Lease
Agreement, date d as of March 14, 2003, between LSAC Plymouth L.P. (as successor
to ▇▇▇ ▇▇▇▇▇▇ LLC by assignment and Bay Valley Foods, LLC (as successor by
assignment to ▇▇▇▇ Specialty Foods Group, LLC by assignment), as amended
and
assigned
Honeywell
Lease
Lease
Agreement, dated November 30, 2005, between LSAC Omaha L.P. and (i)Structure,
LLC, as amended
Lease
Agreement, dated December 29, 2005, between LSAC Tempe L.P. and (i)Structure,
LLC, as amended
Nextel
Communications Standard Office Lease Agreement, dated January 30, 2001, between
Nextel West Corp. and Lexington Bremerton LLC (as successor to NBS Bremerton,
L.L.C. by assignment), as amended and assigned
Office
Lease Agreement, dated as of July 13, 2004, between Lexington ▇▇▇▇▇▇▇▇▇ L.P.
(as
successor to TDC KS, L.P. by assignment) and KS Management Services, LP,
as
amended and assigned
Lease
Agreement, dated as of March 30, 2004, between Acquiport Lenexa LLC (as
successor to HP Kansas City, LLC by assignment) and Voicestream PCS II
Corporation, as amended and assigned
Lease
Agreement, dated as of December 27, 2004, between Acquiport Oakland L.P.
(as
successor to HP Maine, LLC by assignment) and Omnipoint Holdings, Inc., as
amended and assigned
Lease
Agreement, dated as of August 5, 2007, between Lexington ▇▇▇▇▇▇▇ LLC (as
successor to HP ▇▇▇▇▇▇▇, LLC by assignment) and Voicestream PCS I LLC, as
amended and assigned
Lease
Agreement, dated September 28, 1990, between Net 2 Cox (as successor to Net
2
L.P. by assignment) and CoxCom, Inc. (as successor to ▇▇▇▇▇ Cable Systems
of
Tucson by assignment), as amended and assigned
Lease
Agreement, dated as of October 26, 2001, between Lexington Kalamazoo L.P.
(as
successor to Danacq Kalamazoo LLC by assignment) and ▇▇▇▇ Corporation, as
amended and assigned
Nextel
Communications Standard Office Lease Agreement, dated as of , between
Nextel of Texas Inc. and Lexington Temple L.P. (as successor to NBS Temple,
L.L.C. by assignment), as amended and assigned
SCHEDULE
2.5
ORGANIZATIONAL
CHART
[omitted
from the filing]
SCHEDULE
2.8
RENT
ROLL
[omitted
from the filing]
SCHEDULE
2.17
TENANT
ESTOPPELS
|
AT&T
|
|
Bay
Valley Foods
|
|
Corning
|
|
▇▇▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇▇
Grumman
|
|
Parkway
Chevrolet
|
|
▇▇▇▇▇▇▇▇▇▇
County Mgnt/▇▇▇▇▇▇
|
|
American
Golf / Silverhorn
|
|
Georgia
Power
|
|
T-Mobile-Lenexa
|
|
▇▇▇▇▇▇
Loan / CBASS
|
|
T-Mobile-Oakland
|
|
▇▇▇▇▇
Corning-Minneapolis
|
|
Nextel-Bremerton
|
|
Nextel-Temple
|
|
T-Mobile-Redmond
|
|
Cox
|
|
SKF
|
|
ASML
|
|
▇▇▇▇▇
▇▇▇▇▇▇-Petrolite (Airport)
|
|
▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇)
|
|
▇▇▇▇▇
▇▇▇▇▇▇-Training (▇.▇▇▇▇▇▇)
|
|
CAE
|
|
▇▇▇▇
- Kalamazoo
|
|
▇▇▇▇-730
|
|
▇▇▇▇-750
|
|
▇▇▇▇-Dry
▇▇▇▇▇
|
|
▇▇▇▇-Hopkinsville
|
|
▇▇▇▇-Owensboro
|
|
Experian
|
|
Honeywell
|
|
Infocrossing-Omaha
|
|
Infocrossing-Tempe
|
|
Invensys
|
|
Seimens
|
|
St.
Lukes/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Sygma
|
|
Tenneco
|
|
Time
|
SCHEDULE
4.2
PERMITTED
EXCEPTIONS
[omitted
from the filing]