EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 31, 2006, by and between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”) and Michael L. Ashner (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of December 31, 2006, between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and Michael L. Ashner (together with his successors and permitted assigns, “Shareholder”).
OWNERSHIP LIMIT WAIVER AGREEMENT (VORNADO)Ownership Limit Waiver Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • Maryland
THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of December 31, 2006, is between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and Vornado Realty, L.P. (“VRT”), a Delaware limited partnership (together with any entity at least 99% of the voting securities of which are owned by VRT, “Vornado”). Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings given to them in the hereinafter-mentioned Declaration.
AGREEMENTAgreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts
AGREEMENT (the “Agreement”), made as of December 31, 2006, by and among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (“Lexington”), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), and WINTHROP MANAGEMENT L.P., a Delaware limited partnership (“Winthrop”).
VOTING TRUSTEE AGREEMENTVoting Trustee Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • New York
THIS AGREEMENT, made as of December 31, 2006, among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (“Lexington”), THE LEXINGTON MASTER LIMITED PARTNERSHIP (formerly known as The Newkirk Master Limited Partnership), a Delaware limited partnership (the “Operating Partnership” and together with Lexington, the “Company”), and NKT ADVISORS LLC (the “Advisor”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption”) is effective as of this 31st day of December, 2006, by and between NEWKIRK REALTY TRUST, INC., a Maryland corporation (“Assignor”), and LEXINGTON CORPORATE PROPERTIES TRUST, a Maryland real estate investment trust (“Assignee”). This Assignment and Assumption effects the assignment to and assumption by Assignee of Assignor’s rights and obligations under the Registration Rights Agreement entered into as of November 7, 2005 (the “Agreement”) between Assignor and VORNADO REALTY L.P., a Delaware limited partnership (“Vornado”).
AMENDMENT TO ACQUISITION AGREEMENT AND ASSIGNMENT AND ASSUMPTIONAcquisition Agreement and Assignment and Assumption • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • New York
This Amendment to Acquisition Agreement and Assignment and Assumption, dated as of December 31, 2006 (this “Amendment, Assignment and Assumption”), among other things, (i) amends the Acquisition Agreement , dated as of November 7, 2005 (the “Agreement”), between NEWKIRK REALTY TRUST, INC., a Maryland corporation (the “Company”) and WINTHROP REALTY TRUST (formerly First Union Real Estate Equity and Mortgage Investments), an Ohio business trust (“Winthrop”), and (ii) effects the assignment to and the assumption by LEXINGTON CORPORATE PROPERTIES TRUST, a Maryland real estate investment trust (“Lexington”) of the Company’s rights and obligations under the Agreement.
WAIVER LETTERMerger Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts
Reference is made to (i) the Employment Agreement dated as of May 4, 2006 (“Employment Agreement”), between me and Lexington Corporate Properties Trust (“LXP”) and (ii) that certain Agreement and Plan of Merger, dated as of July 23, 2006 (the “Merger Agreement”), by and among LXP and Newkirk Realty Trust, Inc (“NKT”).
FUNDING AGREEMENTFunding Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • New York
This FUNDING AGREEMENT (this “Agreement”), dated as of December 31, 2006, is made by and among Lepercq Corporate Income Fund L.P. (“LCIF”), Lepercq Corporate Income Fund II L.P. (“LCIF II”), Net 3 Acquisition L.P. (“Net 3”), The Lexington Master Limited Partnership (f/k/a The Newkirk Master Limited Partnership) (the “MLP,” and each, an “Operating Partnership” and, collectively, the “Operating Partnerships”) and Lexington Realty Trust, a Maryland real estate investment trust, (f/k/a Lexington Corporate Properties Trust) (“LXP”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE LEXINGTON MASTER LIMITED PARTNERSHIPLexington Realty Trust • January 8th, 2007 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 31, 2006, is entered into by and among LEX GP-1 TRUST, a Delaware statutory trust, as the general partner (the “General Partner”), and LEX LP-1 TRUST, a Delaware statutory trust (the “Lexington Limited Partner”), and each of the other persons and entities currently reflected on the books and records of the Partnership as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein (the “Limited Partners”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 31, 2006, by and between Lexington Realty Trust, a Maryland real estate investment trust (together with its subsidiaries and affiliates, “Company”), and First Winthrop Corp., a Delaware corporation (together with its subsidiaries and affiliates, “Winthrop”) Company and Winthrop are each referred to herein as a “Party” and collectively as the “Parties.”
GUARANTY AGREEMENTGuaranty Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT (this “Agreement”), effective as of the 31st day of December, 2006, is made by LEXINGTON REALTY TRUST (f/k/a Lexington Corporate Properties Trust), a Maryland statutory real estate investment trust (“Guarantor”), to and for the benefit of LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended and supplemented to date (the “Partnership Agreement”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption”) is effective as of this 31st day of December, 2006, by and between NEWKIRK REALTY TRUST, INC., a Maryland corporation (“Assignor”), and LEXINGTON CORPORATE PROPERTIES TRUST, a Maryland real estate investment trust (“Assignee”). This Assignment and Assumption effects the assignment to and assumption by Assignee of Assignor’s rights and obligations under the Registration Rights Agreement entered into as of November 7, 2005 (the “Agreement”) between Assignor and WINTHROP REALTY TRUST (formerly First Union Real Estate Equity and Mortgage Investments), an Ohio business trust (“Winthrop”).
OWNERSHIP LIMIT WAIVER AGREEMENT (APOLLO)Ownership Limit Waiver Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • Maryland
THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of December 31, 2006, is between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and Apollo Real Estate Investment Fund III, L.P. (“AREIF 3”), a Delaware limited partnership (together with any entity at least 99% of the voting securities of which are owned by AREIF 3, “Apollo”). Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings given to them in the hereinafter-mentioned Declaration.
AMENDED AND RESTATED EXCLUSIVITY SERVICES AGREEMENTExclusivity Services Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts • New York
AMENDED AND RESTATED EXCLUSIVITY SERVICES AGREEMENT, dated as of December 31, 2006 (this “Agreement”), between LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Company”) and MICHAEL L. ASHNER (“Ashner”), an individual.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 8th, 2007 • Lexington Realty Trust • Real estate investment trusts
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption”) is effective as of this 31st day of December, 2006, by and between NEWKIRK REALTY TRUST, INC., a Maryland corporation (“Assignor”), and LEXINGTON CORPORATE PROPERTIES TRUST, a Maryland real estate investment trust (“Assignee”). This Assignment and Assumption effects the assignment to and assumption by Assignee of Assignor’s rights and obligations under the Registration Rights Agreement entered into as of November 7, 2005 (the “Agreement”) between Assignor and APOLLO REAL ESTATE INVESTMENT FUND III, L.P., a Delaware limited partnership (“Apollo”).
