raytheon_psa.htm


    PURCHASE
      AGREEMENT

     

    (2200,
      2222 and 2230 East Imperial Highway, El Segundo, California)

     

    This
      Agreement (the “Agreement”), dated as of December 17, 2007 (the
“EffectiveDate”), is between Newkirk
      Segair
      L.P., a Delaware limited partnership, successor by merger to Segair Associates
      Limited Partnership, a Connecticut limited partnership
      (“Segair”) and NK-LCB Property LLC, a Delaware limited
      liability company (“LCB”; collectively, Segair and LCB are
      sometimes referred to herein as the “Seller”), and Hines REIT
      El Segundo LP, a Delaware limited partnership (the
“Buyer”).

     

    ARTICLE
      1

     

    


     

    PURCHASE
      AND SALE OF PROPERTY

     

    Section
      1.1  Property
      Sold

     

    .  Seller
      agrees to sell to Buyer, and Buyer agrees to purchase from Seller, subject
      to
      the terms, covenants and conditions set forth herein, the following property
      (the “Property”):

     

    (a)  Real
      Property.  Fee simple title to that certain real property
      described in Exhibit A attached hereto and made a part
      hereof, together with (1) all buildings, parking lots, sidewalks, landscaping
      and other improvements located thereon, including without limitation, all of
      Seller’s interest in all mechanical systems, fixtures and equipment; electrical
      systems, fixtures and equipment; heating fixtures, systems and equipment; and
      plumbing fixtures, systems and equipment and any other improvements owned by
      Seller located on the real property (the “Improvements”), and (2) all of
      Seller’s right, title and interest in and to all rights, benefits, privileges,
      easements, tenements, herditaments, rights-of-way and other appurtenances
      thereon or in any way appertaining thereto (the “Real
      Property”).

     

    (b)  Leases.  All
      of Seller’s interest in and to that certain: (i) Amended and Restated Sublease
      Agreement dated as of June 1, 1984, by and between LCB, as successor in interest
      to LCB Limited Partnership, as successor in interest to Segair, as successor
      in
      interest to Elgun Leasing Corp., as landlord, and Raytheon Company, as successor
      in interest by merger with Hughes Aircraft Company, as tenant
      (“Raytheon”), as amended by First Amendment to Amended and
      Restated Sublease Agreement, dated as of December 20, 2002, Second Amendment
      to
      Amended and Restated Sublease Agreement dated as of March 15, 2006, and Third
      Amendment to Amended and Restated Sublease Agreement dated as of October 25,
      2006 (collectively referred to herein as the “Raytheon Lease”), and (ii) Lease
      Agreement, dated as of September 12, 2006, between LCB, as landlord, and
      DirecTV, Inc., a California corporation, as tenant (“DIRECTV”;
      collectively, Raytheon and DIRECTV are sometimes referred to herein as the
      “Tenants”), and the Guaranty of Lease given by DIRECTV Holdings
      LLC, a Delaware limited liability company (collectively, the “DIRECTV
      Lease”; collectively, the Raytheon Lease and the DIRECTV Lease are
      sometimes referred to herein as the “Leases”).

     

    (c)  Documents.  All
      of Seller’s right, title and interest in and to all  architectural and
      engineering plans within Seller’s possession, and service and maintenance
      contracts to which Seller is a party, if any, which pertain to the Property
      (“Documents”).

     

    (d)  Personal
      Property.  Any personal property now or hereafter owned by
      Seller and situated on the Property (“Personal
      Property”).

     

    (e)  Licenses.  All
      permits, certificates of occupancy, approvals or other governmental
      authorizations possessed by Seller, if any, with regard to the operation of
      the
      Property or Personal Property (“Licenses”).

     

    Section
      1.2  Purchase
      Price

     

    .

     

    (a)  The
      purchase price of the Property is One Hundred Twenty Million Dollars
      ($120,000,000) (the “Purchase Price”).

     

    (b)  The
      Purchase Price will be paid as follows:

     

    (1)  Earnest
      Money.  Within three (3) business days after the execution of
      this Agreement by Seller and Buyer, Buyer shall deposit with Land
      America-Commonwealth Land Title Insurance Company, One Market, Spear Tower,
      Suite 1850, San Francisco, California 94105, Attention:  Linda Rae
      Paul, Vice President and Senior National Commercial Closer (the “Title
      Company”), in good funds immediately collectible by the Title Company,
      the sum of Ten Million Dollars ($10,000,000.00), as earnest money (the
“Earnest Money”) to be held in accordance with this Agreement,
      including the provisions of Section 10.16 herein.  Buyer’s delivery of
      the Earnest Money to the Title Company within the prescribed time period is
      a
      condition precedent to the effectiveness of this Agreement; and, if Buyer fails
      to deliver the Earnest Money to the Title Company within the time prescribed,
      this Agreement will be of no further force and effect.  The Earnest
      Money shall be held in an interest bearing account and all interest thereon
      shall be deemed a part of the Earnest Money.  Should Buyer elect to
      cancel and terminate this Agreement pursuant to Section 3.3 below, then the
      Earnest Money will be will be returned to Buyer.  If the Closing as
      contemplated hereunder should occur, then any cash held by the Title Company
      will be paid by the Title Company to Seller at the Closing, and any such cash
      portion of the Earnest Money will be credited against the Purchase Price payable
      by Buyer to Seller at the Closing.  From and after the expiration of
      the Contingency Period (as defined herein), all of the Earnest Money will be
      non-refundable to Buyer in all respects; notwithstanding the foregoing, all
      of
      the Earnest Money will be refundable to Buyer if this Agreement is canceled
      and
      terminated by Buyer under Section 9.7 (“Buyer’s Closing
      Conditions”), Section 9.8 (“Seller’s Closing
      Condition”) or Section 10.1 (“Remedies”) below, or
      under Section 5.3 (“Title Objections”), Section 6.1
      (“Casualty”) or Section 6.2 below
      (“Condemnation”).

     

    (2)  Loan
      Assumption.  Buyer shall assume (and receive a credit against
      the Purchase Price for the amount of) the outstanding principal balance of
      that
      certain promissory note dated as of November 17, 2006 (the
“Note”) in the original principal balance of $55,000,000 issued
      by Seller to IXIS Real Estate Capital Inc. (the “Lender”) in
      connection with a loan made by Lender to Seller on such date (the
“Loan”) (which will have a principal balance after the January
      5, 2008 payment of approximately $54,220,950).

     

    (3)  Balance.  The
      balance of the Purchase Price, subject to adjustment for all credits, prorations
      and closing costs provided for in this Agreement, will be paid to the Title
      Company in cash or by wire transfer of other immediately available funds at
      the
      Closing hereunder (as defined below).

     

    Seller
      and Buyer acknowledge that, in order for Buyer to assume the Loan as
      contemplated in Section 1.2(b)(2) above, Seller must obtain the Lender’s
      approval for Buyer’s assumption of the Loan encumbering the Property (the
“Assumption Approval”).  Buyer acknowledges receipt
      of the Note, that certain Loan Agreement (the “Loan Agreement”)
      and Deed of Trust, Assignment of Leases and Rents, Security Agreement and
      Fixture Filing securing the Note (the “Mortgage”) and all other
      ancillary loan and other closing documents set forth on Schedule 1
      attached hereto (collectively, the “Loan
      Documents”).  At Closing, Buyer will pay the amounts required
      to be paid to Lender under Section 5.16 of the Loan Agreement (the
“Transfer Provision”) in connection with the Assumption
      Approval request, including without limitation, an amount equal to one-half
      of
      one percent (1/2%) of the then outstanding principal balance of the Note (the
      “Transfer Fee”) and all other out-of-pocket costs and expenses
      incurred by Lender in connection therewith, including the fees and expenses
      of
      Lender’s counsel (but not Seller’s counsel fees); provided, however in the event
      Closing occurs after January 15, 2008, Seller will pay the Transfer
      Fee.  In addition, Buyer will remit the application fee required by
      Lender upon submittal of the information required by Lender in evaluating the
      Assumption Approval request.  Buyer hereby agrees to cooperate and
      promptly deliver (but in all events no later than three (3) business days after
      receiving written request therefor) all information concerning Buyer reasonably
      required by Lender to evaluate the transfer request, including without
      limitation, all information required by the Transfer Provision; however, so
      long
      as Buyer is seeking such information with due diligence, Buyer’s failure to
      provide such information within the three (3) business day period shall not
      constitute a default hereunder.  Seller hereby agrees to cooperate and
      promptly deliver (but in all events no later than three (3) business days after
      receiving written request therefor) all information concerning Seller and the
      Property reasonably required by Lender to evaluate the transfer request,
      including without limitation, all information required by the Transfer
      Provision; however, so long as Seller is seeking such information with due
      diligence, Seller’s failure to provide such information within the three (3)
      business day period shall not constitute a default hereunder.  Buyer
      shall be obligated to accept the terms and conditions of the Assumption Approval
      if the Loan is on the same economic terms and conditions as currently exist
      (i.e., monthly payments of $318,349.42, interest rate of 5.675%, maturity date
      of December 5, 2016 and a principal balance after the January 5, 2008 payment
      of
      approximately $54,220,950), and Buyer agrees to comply, at its sole cost and
      expense, with the provisions of the Transfer Provision applicable to the Buyer,
      including without limitation, forming a so called “special purpose
      entity” to acquire title, the delivery of legal opinions concerning
      Buyer as the Lender may reasonably require, and Buyer (or other credit worthy
      affiliate) assuming the obligations under any existing guaranty or indemnity
      agreements accruing or arising from or related to events occurring from and
      after the Closing.  The assumption of the Loan by Buyer is also
      contingent upon the Lender releasing Seller and any guarantor from any and
      all
      liabilities under the Loan other than those accruing or arising from or related
      to events occurring prior to the Closing.

     

    ARTICLE
      2

     

    


     

    REVIEW
      AND INSPECTIONS

     

    Section
      2.1  Documents
      to be Delivered

     

    .  To
      the extent not previously provided to Buyer, within two (2) business days after
      Buyer delivers the Earnest Money to the Title Company, Seller will provide
      Buyer
      with copies of the following, all of which will be provided, except as otherwise
      specifically provided for in Section 4.1 herein or Seller’s Closing Documents,
      without any representations or warranties including, without limitation, any
      representations or warranties as to the accuracy or completeness thereof, or
      the
      fitness thereof for any particular purpose (herein collectively the
“Property Information”):

     

    (a)  Complete
      copies of the Leases.

     

    (b)  To
      the
      extent in Seller’s possession, copies of the Documents and the
      Licenses.

     

    (c)  Copies
      of
      the Commitment (as defined herein).

     

    (d)  Any
      survey in Seller’s possession (the “Existing
      Survey”).

     

    (e)  Any
      existing environmental reports in Seller’s possession.

     

    (f)  Copies
      of
      the Loan Documents.

     

    Section
      2.2  Contingency
      Period

     

    .  The
      period of time commencing from the date hereof and ending at 5:00 pm New York
      time on December 27, 2007 is referred to herein as the “Contingency
      Period”.

     

    Section
      2.3  Buyer’s
      Inspections and Review

     

    .   From
      the date hereof, through the end of the Contingency Period and thereafter in
      the
      event Buyer has not terminated this Agreement during the Contingency Period,
      upon no less than two (2) business days advance written notice to Seller (or
      such shorter period of time as may be approved by Seller), and subject at all
      times to the rights of the Tenants and the requirements of the Leases, Buyer
      or
      its agents may make inspections, tests, surveys, audits or reviews of
      the  Property or the books and records of Seller related thereto, all
      at Buyer’s sole cost and expense, and without disturbing or interfering with the
      Tenants.  Buyer shall also be permitted to interview the Tenants under
      the Leases, accompanied by the Seller (if the Seller so chooses), upon no less
      than two (2) business days advance written notice to Seller, at a time and
      place
      agreed to by the Tenants.  Seller will allow Buyer and its agents
      reasonable access, upon such prior notice, to the Property or such books and
      records for said inspections.  Buyer agrees to repair any physical
      damage to the Property caused by Buyer’s activities under this Section, which
      obligation of Buyer will survive any termination of this
      Agreement.  Prior to, and as a condition to any entry on the Property
      by Buyer or its agents for the purposes set forth in this Section 2.3, Buyer
      shall deliver to Seller a certificate of insurance evidencing commercial general
      liability coverage (including coverage for contractual indemnities) with a
      combined single limit of at least $1,000,000.00 per occurrence and $2,000,000.00
      aggregate, together with at least $5,000,000.00 excess and/or umbrella insurance
      for any and all claims, in a form reasonably acceptable to Seller, covering
      any
      activity, accident or damage arising in connection with Buyer or agents of Buyer
      on the Property, and naming Seller and the Tenants as an additional
      insureds.

     

    Section
      2.4  Environmental
      Inspections

     

    .  The
      inspections under Section 2.3 may include non-invasive Phase I environmental
      inspections of the Property (including air quality sampling), but no Phase
      II
      environmental inspections or other invasive inspections or sampling of soil,
      ground water or construction materials will be performed without prior written
      consent of Seller, which consent may be withheld in Seller’s sole discretion,
      and if consented to by Seller, the proposed scope of work and the party who
      will
      perform the work will be subject to Seller’s approval.  Buyer will
      deliver to Seller without representation or warranty (at no cost to Seller)
      copies of all environmental reports prepared by or for Buyer.

     

    Section
      2.5  Entry
      and Indemnity

     

    .  In
      connection with any entry by Buyer, or its agents, employees or contractors
      onto
      the Property, Buyer will give Seller reasonable advance notice of such entry
      and
      will conduct such entry and any inspections in connection therewith (a) during
      normal business hours to the extent practical, (b) so as to minimize, to the
      greatest extent possible, interference with Seller’s business and the business
      of the Tenants, (c) in compliance with the Leases and Tenants’ requirements and
      all applicable laws, and (d) otherwise in a manner reasonably acceptable to
      Seller.

     

    Buyer
      will indemnify and hold Seller harmless from and against any costs, damages,
      liabilities, losses, expenses, liens or claims (including, without limitation,
      court costs and reasonable attorneys’ fees and disbursements) arising out of or
      relating to any entry on the Property by Buyer, its agents, employees or
      contractors in the course of performing the inspections, testings or inquiries
      provided for in this Agreement, including, without limitation, any damage to
      the
      Property; provided that Buyer will not be liable to Seller solely as a result
      of
      the discovery by Buyer of a pre-existing condition on the Property except to
      the
      extent the activities of Buyer, its agents, representatives, employees,
      contractors or consultants exacerbate the condition. Buyer’s indemnification
      obligations under this Section 2.5 will survive any cancellation or termination
      of this Agreement for a period of one (1) year.

     

    ARTICLE
      3

     

    


     

    CONDITIONS

     

    Section
      3.1  Buyer’s
      Contingencies

     

    .  Buyer’s
      obligations to Close and purchase the Property are contingent upon the waiver
      or
      satisfaction of each of the following conditions precedent by the end of the
      Contingency Period:

     

    (a)  Environmental.  At
      Buyer’ sole cost, Buyer will have reviewed any existing Phase I Report, and will
      have obtained such environmental assessments and studies of the Property as
      deemed necessary by Buyer, disclosing that the environmental condition of the
      Property is acceptable to Buyer, in its sole discretion.

     

    (b)  Inspection.  Buyer
      will have determined, based on the inspections provided in Section 2.3, and
      the
      review of the Property Information provided under Section 2.1, that the Property
      is acceptable to Buyer, in its sole discretion.

     

    (c)  Permitted
      Encumbrances.  Buyer will have determined that the title
      exceptions disclosed by the Commitment (as defined herein) are acceptable to
      Buyer, in Buyer’s sole discretion.

     

    Section
      3.2  Cooperation

     

    .  Seller
      and Buyer agree to use their good faith efforts to cooperate with and assist
      each other in attempting to satisfy each of the foregoing
      contingencies.  Without limiting the foregoing, Seller will submit the
      form of tenant estoppel certificates to the Tenants as contemplated by Section
      9.7 herein for Tenants’ review, completion and execution promptly after the
      Effective Date, and Seller will use its commercially reasonable efforts to
      obtain such certificates as soon as practical thereafter; provided, however
      this
      act by Seller places no duty or obligation upon Seller except to deliver the
      form of tenant estoppel certificates with such request as provided above and
      use
      reasonable efforts to obtain the same on or before Closing.

     

    Section
      3.3  Approval;
      Non-Satisfaction

     

    .  Buyer
      may waive the satisfaction of any one or more of the foregoing contingencies,
      in
      Buyer’s sole discretion.

     

    If
      at any
      point prior to the end of the Contingency Period Buyer determines that any
      of
      the contingencies specified in Section 3.1 above will not be satisfied or (if
      waivable) waived by the expiration of the Contingency Period or the Property
      is
      found to be unsatisfactory to Buyer, in its sole judgment and discretion, for
      any reason, then Buyer may, by written notice to Seller, for no reason or any
      reason, cancel and terminate this Agreement (“Buyer’s Cancellation
      Notice”) and, upon Seller’s receipt of the Buyer’s Cancellation Notice,
      the Earnest Money, together with any interest accrued thereon, will be refunded
      to Buyer, and the parties will be mutually released from all liabilities and
      obligations hereunder, save and except that Buyer will promptly return to Seller
      all copies of the Property Information provided to Buyer, and Buyer will
      continue to be liable under Section 2.5 hereof.

     

    ARTICLE
      4

     

    


     

    WARRANTIES

     

    Section
      4.1  Representations
      and Warranties of Seller

     

    .
      Seller
      hereby makes the following representations and warranties to Buyer (herein
      collectively “Seller Warranties”):

     

    (a)  Seller
      has been duly organized, is validly existing, and is in good standing in the
      State of its formation, and is qualified to do business in the State in which
      the Property is located.  Seller has the power and authority to enter
      into this Agreement and all documents executed by Seller which are to be
      delivered to Buyer at Closing and to perform its obligations hereunder and
      thereunder.

     

    (b)  This
      Agreement has been, and all documents executed by Seller which are to be
      delivered to Buyer at Closing will be, duly authorized, executed and delivered
      by Seller, and this Agreement does not and such other documents will not violate
      any provision of any agreement or judicial order to which Seller is a party
      or
      to which Seller or the Property is subject.  This Agreement
      constitutes a legal, valid and binding obligation of Seller in accordance with
      its terms, subject to equitable principles and principles governing creditors’
rights generally.

     

    (c)  True
      and
      complete copies of all documents comprising the Raytheon Lease have been
      provided by Seller to Buyer as part of the Property Information.  The
      Raytheon Lease is in full force and effect.  As of the date hereof,
      LCB has no knowledge of any monetary defaults by Raytheon under the Raytheon
      Lease, and LCB has not sent written notice to Raytheon under the Raytheon Lease
      claiming that such tenant is in default under the terms of the Raytheon
      Lease.  All leasing commissions due and payable with respect to the
      Raytheon Lease have been or will be paid prior to Closing, and there are no
      amounts due by LCB under the Raytheon Lease for any tenant improvements, except
      as set forth in Section 7 of the Second Amendment to Amended and Restated
      Sublease Agreement and as may be disclosed in the Raytheon Estoppel Certificate
      delivered by Raytheon.   Except for the Raytheon Lease, DIRECTV
      Lease or otherwise disclosed by the Commitment, Seller has granted no other
      leases, licenses or other occupancy agreements with respect to the
      Property.

     

    (d)  True
      and
      complete copies of all documents comprising the DIRECTV Lease have been provided
      by Seller to Buyer as part of the Property Information.  The DIRECTV
      Lease is in full force and effect.  As of the date hereof, LCB has no
      knowledge of any monetary defaults by DIRECTV under the DIRECTV Lease, and
      LCB
      has not sent written notice to DIRECTV under the DIRECTV Lease claiming that
      such tenant is in default under the terms of the DIRECTV Lease.  All
      leasing commissions due and payable with respect to the DIRECTV Lease have
      been
      or will be paid prior to Closing, and there are no amounts due by LCB under
      the
      DIRECTV Lease for any tenant improvements, except as set forth in Section 9.23
      of the DIRECTV Lease and as may be disclosed in the DIRECTV Estoppel Certificate
      delivered by DIRECTV.

     

    (e)  There
      are
      no effective equipment leases, building service agreements, or other agreements
      relating to the operation of the Property to which Seller is a party except
      as
      otherwise disclosed by the Commitment.

     

    (f)  Seller
      is
      not a “foreign person” as defined in Section 1445 of the Internal Revenue Code
      of 1986, as amended and any related regulations.

     

    (g)  To
      the
      best of Seller’s knowledge, there is no litigation or governmental proceeding
      (including, but not limited to any condemnation proceeding) pending or,
      threatened with respect to the Property.

     

    (h)  To
      the
      best of Seller’s knowledge, there is no litigation or governmental proceeding
      pending or, threatened with respect to Seller which impairs Seller’s ability to
      perform its obligations under this Agreement.

     

    (i)  Seller
      has received no written notice within the past twelve (12) months from any
      governmental authority of any violation of any law applicable to the Property
      that has not been corrected, or is otherwise the obligation of Raytheon under
      the Raytheon Lease to remedy.

     

    (j)  Except
      as
      set forth in the Raytheon Lease and (1) that certain Right of First Refusal,
      dated December 10, 1983, by and between Raytheon, and Kilroy Industries, a
      California corporation (“Kilroy”), (2) that certain Deed, dated
      as of December 20, 2002, from Raytheon to Segair, (3) that certain Purchase
      and
      Sale Agreement, dated as of December 20, 2002, by and between Raytheon and
      Segair, (4) that certain Deed of Trust, dated as of December 20, 2002, from
      Segair, as trustor, for the benefit of Raytheon, as beneficiary
      (“Raytheon Deed of Trust”), and (5) that certain Right of First
      Refusal, dated December 10, 1983, by and between Segair and Kilroy (the
“KilroyROFR Agreement”), Seller has not
      granted and has no knowledge of any right of first refusal or other option
      to
      purchase the Property which has not been waived or expired by its
      terms.

     

    (k)  True
      and
      complete copies of all of the Loan Documents relating to the Loan have been
      delivered by Seller to Buyer prior to the Effective Date. As of the Effective
      Date, Seller is not in default in its obligations as borrower or guarantor
      or
      indemnitor under any of the Loan Documents.

     

    (l)  To
      Seller’s knowledge, and except as otherwise disclosed in any environmental
      reports obtained, delivered or made available to Buyer during the Contingency
      Period; (i) Seller has not received written notice from any governmental entity
      of any violation of any Environmental Laws (as defined in Section 4.6(d) herein)
      related to the Property, or of the presence or release of Hazardous Materials
      (as defined in Section 4.6(d) herein) on or from the Property and (ii) there
      are
      not present on the Property any Hazardous Materials or any toxic wastes,
      substances or materials (including, without limitation, asbestos) in violation
      of Environmental Laws.

     

    (m)  Seller
      is
      not the subject of any existing, pending, threatened or contemplated bankruptcy,
      solvency or other debtor’s relief proceeding.

     

    (n)  Seller
      is
      not acting, directly or indirectly for, or on behalf of, any person, group,
      entity or nation named by any Executive Order of the President of the United
      States of America (including the September 24, 2001, Executive Order Blocking
      Property and Prohibiting Transactions With Persons Who Commit, Threaten to
      Commit, or Support Terrorism) or the United States Treasury Department, as
      a
      terrorist, “Specially Designated National and Blocked Person,”
      or other banned or blocked person, entity, or nation pursuant to any law that
      is
      enforced or administered by the United States Office of Foreign Assets Control,
      and is not engaging in this transaction, directly or indirectly, on behalf
      of,
      or instigating or facilitating this transaction, directly or indirectly, on
      behalf of, any such person, group, entity or nation.

     

    (o)  Seller
      is
      not a “governmental plan” within the meaning of section 3(32) of the Employee
      Retirement Income Security Act of 1974, as amended, and the execution of this
      Agreement and the sale of the Property by Seller is not, as a result of the
      structure and ownership of Seller, subject to state statutes regulating
      investments of and fiduciary obligations with respect to governmental
      plans.

     

    Each
      of
      the representations and warranties of Seller contained in this Section 4.1
      is
      true as of the date of this Agreement, and will be deemed remade by Seller,
      and
      will be true in all material respects as of the date of Closing, subject in
      each
      case to any Exception Matters (as defined below).

     

    Section
      4.2  Enforcement

     

    .  If
      the Closing occurs, Seller’s Warranties will survive the Closing hereunder, for
      the benefit of Buyer, for a period ending at 5:00 p.m. on the one (1) year
      anniversary of the Closing Date (the “Warranty Expiration
      Date”).  No claim for a breach of any Seller Warranties, or
      the failure or default of a covenant or agreement of Seller that survives
      Closing, other than claims arising under Sections 7.3 and 9.6 hereof, shall
      be
      actionable or payable unless the valid claims for all such breaches collectively
      aggregate more than One Hundred Thousand and No/100 Dollars ($100,000.00),
      in
      which event the full amount of such claims shall be
      actionable.  Seller will not be liable or responsible in any
      circumstances for any consequential damages or lost profits, and Buyer hereby
      releases and waives all claims for consequential damages and lost
      profits.  If, on or prior to the Warranty Expiration Date, Buyer has
      not notified Seller, in writing, of any claim Buyer has against Seller for
      breach of any of Seller’s Warranties and commenced an action against Seller,
      Buyer will be forever barred and precluded from making a claim based upon any
      breach of the Seller’s Warranties, and Seller will be deemed released from all
      liabilities and obligations with respect thereto.

     

    Section
      4.3  No
      Liability for Exception Matters

     

    .  As
      used herein, the term “Exception Matter” will refer to (i) a
      fact, circumstance, potential claim, or other matter disclosed to Buyer by
      Seller in writing before the expiration of the Contingency Period or (ii) a
      fact, circumstance, potential claim, or other matter actually discovered by
      Buyer before the expiration of the Contingency Period, that would make a
      representation or warranty of Seller contained in this Agreement untrue or
      incorrect, including matters disclosed in any Tenant Estoppel
      Certificate.  Buyer and Seller will promptly notify each other in
      writing of any Exception Matter of which either obtains knowledge before the
      Closing.  If Buyer’s obtain knowledge of any Exception Matter before
      the Closing, but Buyer nonetheless elects to proceed with the acquisition of
      the
      Property, Buyer will consummate the acquisition of the Property subject to
      and
      by accepting such Exception Matter and Seller will have no liability with
      respect to such Exception Matter, notwithstanding any contrary provision,
      covenant, representation or warranty contained in this Agreement.

     

    Section
      4.4  Seller’s
      Knowledge

     

    .  For
      purposes of Seller’s Warranties whenever the phrase “to the best of Seller’s
      knowledge” or the “knowledge” of Seller or words of similar import are used,
      they will be deemed to mean and are limited to the current actual knowledge
      only
      of Lara Johnson, who is the employee of Seller with the most significant
      knowledge of the Property and the daily operations thereof, and John Alba,
      for
      periods prior to January 1, 2007, and not any implied, imputed or constructive
      knowledge of such individuals or of Seller; it being understood and agreed
      that
      such individuals will have no personal liability in any manner whatsoever
      hereunder or otherwise related to the transactions contemplated
      hereby.

     

    Section
      4.5  Representations
      and Warranties of Buyer

     

    .  Buyer
      represents and warrants to Seller as follows:

     

    (a)  Buyer
      has
      been duly organized, is validly existing and is in good standing in the State
      in
      which it was formed, and is, or will be prior to Closing, qualified to do
      business in the State in which the Property is located.  This
      Agreement has been, and all documents executed by Buyer which are to be
      delivered to Seller at Closing will be, duly authorized, executed and delivered
      by Buyer.

     

    (b)  Buyer
      represents and warrants to Seller that this Agreement and all documents executed
      by Buyer which are to be delivered to Seller at Closing do not and at the time
      of Closing will not violate any provision of any agreement or judicial order
      to
      which Buyer is a party or to which Buyer is subject.  There is no
      action or proceeding pending or, to Buyer’s knowledge, threatened against Buyer
      which challenges or impairs Buyer’s ability to execute or perform its
      obligations under this Agreement.  This Agreement constitutes a legal,
      valid and binding obligation of Buyer in accordance with its terms, subject
      to
      equitable principles and principles governing creditors’ rights
      generally.

     

    (c)  Other
      than Seller’s Broker (as defined below), Buyer has had no contact with any
      broker or finder with respect to the Property.

     

    (d)  Buyer
      is
      not acting, directly or, to Buyer’s knowledge, indirectly for, or on behalf of,
      any person, group, entity or nation named by any Executive Order of the
      President of the United States of America (including the September 24, 2001,
      Executive Order Blocking Property and Prohibiting Transactions With Persons
      Who
      Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury
      Department, as a terrorist, “Specially Designated National and Blocked
      Person,” or other banned or blocked person, entity, or nation pursuant
      to any law that is enforced or administered by the United States Office of
      Foreign Assets Control, and is not engaging in this transaction, directly or,
      to
      Buyer’s knowledge, indirectly, on behalf of, or instigating or facilitating this
      transaction, directly or, to Buyer’s knowledge, indirectly, on behalf of, any
      such person, group, entity or nation.

     

    (e)  Buyer
      will not use “plan assets” as defined in the Labor Department Regulations to pay
      the Purchase Price.

     

    Section
      4.6  Buyer’s
      Independent Evaluation

     

    .  As
      of the expiration of the Contingency Period, Buyer will have, or will have
      had
      ample opportunities to have to the extent Buyer deems necessary:

     

    (a)  Examined
      and inspected the Property and will know and be satisfied with the physical
      condition, quality, quantity and state of repair of the Property in all
      respects, and by proceeding with this transaction following the expiration
      of
      the Contingency Period will be deemed to have determined that the same is
      satisfactory to Buyer;

     

    (b)  Reviewed
      the Raytheon Lease, the DIRECTV Lease, the Loan Documents and all other Property
      Information, and Buyer, by proceeding with this transaction following the
      expiration of the Contingency Period, will be deemed to have determined that
      the
      same and the information and data contained therein and evidenced thereby are
      satisfactory to Buyer;

     

    (c)  Reviewed
      all applicable laws, ordinances, rules and governmental regulations (including,
      but not limited to, those relating to building, zoning and land use) affecting
      the development, use, occupancy or enjoyment of the Property, and Buyer, by
      proceeding with this transaction following the expiration of the Contingency
      Period, will be deemed to have determined that the same are satisfactory to
      Buyer; and

     

    (d)  Investigated,
      examined and approved the presence or absence of Hazardous Materials (as defined
      below) in, on or under the Property, and the presence of lead-containing dust
      in
      the building, which investigations, examinations or audits will be performed
      or
      arranged by Buyer, at Buyer’s sole expense, prior to the end of the Contingency
      Period.  For purposes of this Agreement, “Hazardous
      Materials” will mean inflammable explosives, radioactive materials,
      asbestos, asbestos–containing materials, polychlorinated biphenyls, lead,
      lead-based paint, radon, under and/or above ground tanks, hazardous materials,
      hazardous wastes, hazardous substances, mold, oil, or related materials, which
      are listed or regulated in the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901,
      etseq.), the Resources Conservation and Recovery Act of 1976 (42
      U.S.C. Section 6901, etseq.), the Clean Water Act (33 U.S.C.
      Section 1251, etseq.), the Safe Drinking Water Act (14 U.S.C.
      Section 1401, etseq.), the Hazardous Materials Transportation Act
      (49 U.S.C. Section 1801, etseq.), the Toxic Substance Control Act
      (15 U.S.C. Section 2601, etseq.), or any other applicable federal,
      state or local laws (collectively, “Environmental
      Laws”).

     

    Section
      4.7  AS-IS

     

    .  EXCEPT
      FOR SELLER’S WARRANTIES IN SECTION 4.1 OF THIS AGREEMENT AND SELLER’S CLOSING
      DOCUMENTS, THIS SALE IS MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY
      OF
      ANY KIND (WHETHER EXPRESS OR IMPLIED) BY SELLER.  AS A MATERIAL PART
      OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT THE PROPERTY
      ON
      AN “AS IS” AND “WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION
      OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS.  EXCEPT FOR
      SELLER’S WARRANTIES IN SECTION 4.1 OF THIS AGREEMENT AND SELLER’S CLOSING
      DOCUMENTS, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR
      ANY
      PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION
      OR
      INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE
      OF HAZARDOUS OR TOXIC SUBSTANCES, THE PRESENCE OF LEAD-CONTAINING DUST, ABSENCE
      OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT
      LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING,
      WITHOUT LIMITATION, THE ADA).  BUYER ACKNOWLEDGES THAT BUYER HAS
      ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS
      OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE,
      AND
      LEGAL CONDITION OF THE PROPERTY.  BUYER EXPRESSLY WAIVES THE BENEFITS
      OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: “A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
      KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE
      DEBTOR.”

     

    


     

    _____________

     

    Buyer’s
      Initials

     

    ARTICLE
      5

     

    


     

    TITLE
      MATTERS

     

    Section
      5.1  Commitment

     

    .  Seller
      has delivered to Buyer a current title commitment (the “Commitment”) for an ALTA
      Form B Owner’s Title Policy issued by the Title Company showing the status of
      title of the Real Property and all exceptions, including liens, encumbrances,
      easements, restrictions, rights-of-way, covenants, reservations and other
      conditions, if any, affecting the Property, together with legible copies of
      all
      documents affecting the Property and referred to in the Commitment.

     

    Section
      5.2  Survey

     

    .  The
      Existing Survey of the Property has been delivered to Buyer as part of the
      Property Information.  Buyer may have an updated survey prepared for
      the Property (collectively, the “Survey”), at Buyer’s sole cost
      and expense, to include the surveyor’s certification to
      Buyer and the Title Company dated subsequent to the date of this Agreement
      confirming that such Survey has been prepared in  compliance with the
      most recent Survey Standards of the ALTA and ACSM.

     

    Section
      5.3  Title
      Objections

     

    .  If
      the Commitment or the Existing Survey or Survey shows exceptions or defects
      that
      Buyer does not consent to, Buyer will provide Seller with written notice of
      the
      objections to title raised by such matters by the expiration of the Contingency
      Period.  Buyer’s failure to make such objections within said period
      will constitute a waiver by Buyer of any objections to the marketability of
      title; provided that Buyer will be permitted to raise as title objections
      (within five (5) business days of Buyer’s notification thereof) matters
      affecting title which Buyer first becomes aware of by an amendment, update
      or
      continuation of the Commitment or Survey.  If Buyer does timely
      provide written notice to Seller of objections to title as disclosed by the
      Commitment or Existing Survey (or update as aforesaid), then Seller shall
      provide written notice to Buyer within three (3) business days of Seller’s
      receipt of Buyer’s objections stating whether Seller will cure such title
      defects.  If Seller elects to cure such title defects, then Seller
      will have fifteen (15) days after Buyer makes written objection to Seller to
      use
      commercially reasonable efforts to (but no obligation to) cure such
      defects.  Seller will be deemed to have duly cured any such defects in
      title if Seller causes the Title Company to agree to provide Buyer, at Closing
      (at no cost to Buyer), with specific title insurance insuring Buyer over any
      loss occasioned by such defects, pursuant to an endorsement reasonably
      satisfactory to Buyer.  If Seller has not been able to cure such title
      defects within fifteen (15) days from the date of written objection thereto
      or
      elects not to cure such title defects, as above provided, and Buyer does not
      waive the curing of such defects, then this Agreement will be voidable, at
      Buyer’s option, upon written notice to Seller, in which event the entire Earnest
      Money and interest earned thereon will be immediately refunded to
      Buyer.  Notwithstanding the foregoing, Seller agrees to satisfy any
      mortgages (other than the Loan), or other liens against title to the Property
      of
      parties claiming by, through or under the Seller (but not the Tenant under
      the
      Lease) which are curable solely by the payment of money either prior to Closing
      or simultaneously with Closing by using proceeds from the sale, and the Raytheon
      Deed of Trust shall be deemed a permitted exception.

     

    ARTICLE
      6

     

    


     

    RISK
      OF LOSS AND INSURANCE PROCEEDS

     

    Section
      6.1  Casualty

     

    .  The
      risk of loss or damage or destruction to the Property by fire or other casualty
      is assumed by Seller until the Closing.  In the event such casualty
      results in damage to the Property in the amount of $1,000,000.00 or more (a
      “Major Casualty”), Buyer will have the option, exercisable
      within fifteen (15) days of Seller’s notice, of either (i) declaring this
      Agreement terminated in which event Title Company will refund to Buyer the
      entire Earnest Money whereupon this Agreement and all rights of Buyer hereunder
      and to the Property will terminate and neither Seller nor Buyer will have any
      further claim against the other (except for claims under Section 2.5, which
      will
      survive), or (ii) closing title in accordance with this Agreement and paying
      in
      full the Purchase Price, without any abatement thereof or claim against Seller
      for such loss or damage (except solely that Seller will credit the purchase
      price by the amount of its insurance deductible, if Seller maintains the
      property insurance), and accepting an assignment, without recourse, of Seller’s
      rights, if any, to any payments to be made under any applicable hazard insurance
      policies together with any payments under such policies made to Seller prior
      to
      the Closing and not expended to repair or replace such loss, damage or
      destruction.  If Buyer will have failed to timely make an election
      pursuant to the foregoing sentence Buyer will be deemed to have elected to
      proceed with the purchase of the Property in accordance with (ii) above. This
      paragraph will govern to the extent inconsistent with any applicable
      law.

     

    Section
      6.2  Condemnation

     

    .  If
      prior to the Closing, all of the Property will be taken by condemnation, eminent
      domain or deed in lieu thereof or such a taking will be threatened in writing
      by
      the applicable governmental authority having jurisdiction over the Property,
      this Agreement will be automatically canceled, the entire Earnest Money together
      with any interest thereon will be returned to Buyer and thereupon neither party
      will have any further liability or obligation to the other (except for claims
      under Section 2.5, which will survive).  If, prior to the Closing, a
      Material Portion, but less than all, of the Property will be taken by
      condemnation, eminent domain or deed in lieu thereof or such a taking will
      be
      threatened in writing by the applicable governmental authority having
      jurisdiction over the Property, then in such event Buyer may cancel this
      Agreement by sending written notice thereof to Seller within fifteen (15) days
      of Buyer’s receipt of notice of such condemnation, eminent domain, or other
      taking, in which event the Title Company will return to Buyer the Earnest Money
      and thereupon neither party will have any further liability or obligations
      to
      the other (except for claims under Section 2.5, which will
      survive).  If this Agreement is not canceled, Buyer will accept title
      to the Property subject to the condemnation, eminent domain or taking, in which
      event on the Closing Date the net proceeds of the award or payment (after
      payment of all actual reasonable collection costs) will be assigned by Seller
      to
      Buyer and net monies theretofore received by Seller in connection with such
      condemnation, eminent domain or taking will be paid over to Buyer or allowed
      as
      a credit against the Purchase Price hereunder.  “Material Portion” as
      used herein shall mean any one or more of the following: (i) any of the parking
      on the Property, (ii) ingress and egress rights to the Property, (iii) a
      condemnation which permits either Tenant to terminate its lease, or (iv) a
      taking of a portion of the Property which would cost $1,000,000.00 or more
      to
      restore.

     

    ARTICLE
      7

     

    


     

    BROKERS

     

    Section
      7.1  Warranty

     

    .  Seller
      represents and warrants to Buyer that no broker or finder was instrumental
      in
      arranging or bringing about this transaction except for Eastdil Secured
      (“Seller’s Broker”).

     

    Section
      7.2  Payment
      of Commission

     

    .  At
      Closing, Seller will pay the commission due, if any, to Seller’s Broker, which
      will be paid pursuant to a separate agreement between Seller and Seller’s
      Broker.

     

    Section
      7.3  Indemnity

     

    .  If
      any other person brings a claim for a commission or finder’s fee based upon any
      contact, dealings or communication with Buyer or Seller, then the party through
      whom such person makes his claim will defend the other party (the “Indemnified
      Party”) from such claim, and will indemnify the Indemnified Party and hold the
      Indemnified Party harmless from any and all costs, damages, claims, liabilities
      or expenses (including without limitation, court costs and reasonable attorneys’
fees and disbursements) incurred by the Indemnified Party in defending against
      the claim.  The provisions of this Section will survive the Closing
      or, if the purchase and sale is not consummated, any termination of this
      Agreement.

     

    Section
      7.4  Marketing
      by Seller

     

    .  From
      and after the Effective Date hereof, and prior to the expiration of the
      Contingency Period, Seller may continue to market the Property for sale through
      Seller’s Broker provided that any prospective purchaser or other interested
      party will be advised, in writing, that the Property is currently “under
      contract,” and no binding agreement will be executed with any third party
      purchaser unless and until this Agreement is canceled and terminated as provided
      herein.

     

    ARTICLE
      8

     

    


     

    OPERATIONS

     

    Section
      8.1  Ongoing
      Operations

     

    .  During
      the pendency of this Agreement, but subject to the limitations set forth below,
      Seller will carry on its businesses and activities relating to the Property
      substantially in the same manner as it did before the date of this
      Agreement.

     

    Section
      8.2  New
      Contracts

     

    .  Following
      the Effective Date, Seller will not enter into any contract that could create
      an
      obligation affecting the Property subsequent to the Closing, without the prior
      consent of the Buyer.

     

    Section
      8.3  Leases

     

    .  Seller
      may not enter into amendments, expansions or renewals of the Leases without
      Buyer’s prior written consent, which shall not be unreasonably withheld;
      provided, however, no such consent shall be required and Seller shall have
      the
      right to enter into any amendments, expansions or renewals or waive any such
      provisions or grant any consents thereunder that are required in accordance
      with
      the current terms of the Leases.

     

    Section
      8.4  Loan

     

    .  Seller
      shall punctually perform its obligations under the Loan, including making all
      payments of principal and interest and paying any other costs of the Loan from
      the Effective Date to the date of Closing as same shall become due and payable
      pursuant to the Loan Documents. Seller shall comply with all of Seller’s
      requirements and obligations under the Loan Documents with respect to the Loan
      from the Effective Date to the date of Closing and will not allow the Loan
      to go
      into default.

     

    Section
      8.5  Cooperation
      with Buyer’s Auditors and SEC Filing Requirements

     

    .  Seller
      shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer
      access to, such factual information as may be reasonably requested by Buyer,
      and
      in the possession or control of Seller, or its property manager or accountants,
      to enable Buyer’s auditor (Deloitte & Touche LLP or any successor auditor
      selected by Buyer) to conduct an audit of the income statements of the Property
      for the year to date of the year in which the Closing occurs plus up to the
      three prior calendar years.  Buyer shall be responsible for all
      out-of-pocket costs associated with this audit.  Seller shall
      cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such
      audit.  In addition, Seller agrees to provide to Buyer’s auditor, if
      requested by such auditor, existing historical financial statements for the
      Property, including income and balance sheet data for the Property, whether
      required before or after Closing.  Without limiting the foregoing, (i)
      Buyer or its designated independent or other auditor may audit Seller’s
      operating statements of the Property, at Buyer’s expense, and Seller shall
      provide such documentation as Buyer or its auditor may reasonably request in
      order to complete such audit, and (ii) Seller shall furnish to Buyer such
      financial and other information as may be reasonably required by Buyer or any
      affiliate of Buyer to make any required filings with the Securities and Exchange
      Commission or other governmental authority; provided, however, that the
      foregoing obligations of Seller shall be limited to providing such information
      or documentation as may be in the possession of, or reasonably obtainable by,
      Seller, its property manager or accountants, at no material cost to Seller,
      and
      in the format that Seller (or its property manager or accountants) have
      maintained such information, and Seller shall not be deemed to make any
      representation or warranty regarding such matters and Buyer shall have no claim
      with respect to such matters under Section 4.1 hereof.  Seller’s
      obligations as set forth in this Section 8.5 shall survive for a period of
      twelve (12) months from the Closing Date.

     

    ARTICLE
      9

     

    


     

    CLOSING

     

    Section
      9.1  Closing
      Date

     

    .  Provided
      that all conditions thereto have been satisfied, the consummation of the sale
      and purchase contemplated hereby will be held on or before 1:00 pm New York
      time
      on the date which is ten (10) business days after the later of: (i) the
      expiration of the Contingency Period, or (ii) Assumption Approval, and if same
      is not a business day, then on the next business day after such date; provided,
      in all events Closing shall occur no later than April 30, 2008, unless the
      parties otherwise mutually agree; provided, however, Seller, upon three (3)
      business days prior written notice to Buyer, shall have the right to extend
      the
      then scheduled Closing Date for one additional period of up to thirty (30)
      days
      to permit additional time to satisfy Seller’s Closing Conditions set forth in
      Section 9.8 herein.  Notwithstanding the foregoing, Buyer, upon five
      (5) business days prior written notice to Seller and upon the satisfaction
      of
      all closing conditions, shall have the right to accelerate the then scheduled
      Closing Date.  The Closing will take place in escrow through the
      offices of the Title Company.  The date of Closing is herein referred
      to as the “Date of Closing” or the “Closing.”

     

    Section
      9.2  Seller’s
      Closing Documents

     

    .  Seller
      shall deliver to Buyer at Closing all of the following items:

     

    (a)  Properly
      executed and acknowledged recordable grant deeds from Seller in the forms
      attached as Exhibit C conveying title to the Real
      Property and the Improvements and all of Seller’s right, title and interest in
      and to all rights, benefits, privileges, easements, tenements, herditaments,
      rights-of-way and other appurtenances thereon or in any way appertaining thereto
      to Buyer.

     

    (b)  A
      Bill of
      Sale in the form attached as Exhibit D, duly executed
      and acknowledged by Seller, conveying to Buyer title to any Personal
      Property.

     

    (c)  Seller’s
      properly executed affidavits in the customary form pertaining to liens,
      judgments, mechanic liens, bankruptcies, brokerage fees, etc. which affect
      the
      Property.

     

    (d)  An
      Assignment and Assumption of the Lease for each of the Raytheon and DIRECTV
      Leases in the form attached as Exhibit E (“Lease
      Assignment”) duly executed and acknowledged by Seller together with the
      original, executed Tenant Estoppel Certificates if delivered by the
      Tenants.

     

    (e)  An
      Assignment in the form attached as Exhibit F duly
      executed and acknowledged by Seller by which Seller will assign, without
      recourse, all of Seller’s rights to Buyer in and under: (i) all guaranties and
      warranties made by any contractor, subcontractor, materialman, supplier, or
      other person or entity with respect to the Improvements; (ii) the Documents;
      and
      (iii) the Licenses (the “General Assignment”).

     

    (f)  A
      sworn
      statement provided by Seller that it is not a foreign person and containing
      such
      other information as may be required by Section 1445 of the Internal Revenue
      Code and regulations thereunder.

     

    (g)  A
      letter
      to each of the Tenants from Seller advising them of the sale and directing
      them
      to pay all future rent to Buyer, at such address as Buyer directs.

     

    (h)  The
      original Leases if in Seller’s possession and control, together with all
      exhibits referenced therein.

     

    (i)  All
      original guaranties, warranties, licenses and service contracts in Seller’s
      possession and control bearing on the Property.

     

    (j)  All
      construction drawings, plans and specifications in Seller’s possession or
      control.

     

    (k)  All
      keys
      to the Property which are in Seller’s possession.

     

    (l)  Possession
      of the Property, subject only to the rights of Raytheon and DIRECTV pursuant
      to
      their respective Leases.

     

    (m)  A
      1099
      form.

     

    (n)  The
      Title
      Company’s closing statement, duly executed by Seller.

     

    (o)  Documents
      reasonably required by the Title Company to consummate the transaction
      contemplated hereby, including such documentation as the Title Company may
      reasonably require to evidence the authority of the Seller to convey the
      Property to Buyer.

     

    Section
      9.3  Buyer’s
      Closing Documents

     

    .  Buyer
      will deliver to Seller at Closing all of the following items:

     

    (a)  Any
      documents, instruments or authorizations necessary so as to cause the Title
      Company to forward the Earnest Money, and all interest earned thereon, to the
      Seller by wire transfer.

     

    (b)  The
      cash
      payment required by Section 1.2 above, subject only to the prorations, credits
      and adjustments specified herein.

     

    (c)  The
      Lease
      Assignment duly executed and acknowledged by Buyer.

     

    (d)  The
      General Assignment duly executed and acknowledged by Buyer.

     

    (e)  The
      Title
      Company’s closing statement, duly executed by Buyer.

     

    (f)  Such
      other and further documentation reasonably required by the Title
      Company.

     

    Section
      9.4  Closing
      Costs

     

    .

     

    The
      following costs and expenses will be paid as follows in connection with the
      Closing:

     

    (a)  Seller
      will pay:

     

    (1)  The
      cost
      of preparation of the Deed and other documents of conveyance.

     

    (2)  All
      State, County and City transfer taxes upon delivery to Buyer of the
      Deed.

     

    (3)  Any
      filing fee to record the Deed.

     

    (4)  The
      premium and all other costs and charges for the standard owner’s title insurance
      policy, excluding any endorsements or supplemental coverage Buyer may choose
      to
      obtain.

     

    (5)  Seller’s
      attorneys’ fees.

     

    (6)  One-half
      of the escrow fee charged by the Title Company.

     

    (7)  All
      amounts required to obtain releases of any mortgages, contracts for deed,
      mechanic’s liens, or other liens and encumbrances against the Property which
      Seller is obligated to remove of record.

     

    (8)  The
      Transfer Fee to the extent provided for under Section 1.2(b) herein, if
      any.

     

    (9)  Such
      other costs as are allocated to Seller under this Agreement.

     

    (b)  Buyer
      will pay:

     

    (1)  Buyer
      attorney’s fees.

     

    (2)  The
      cost
      to obtain the Survey.

     

    (3)  The
      premium and all other costs and charges for any endorsements and additional
      coverage Buyer may chose to obtain for the owner’s title insurance policy, and
      any lender’s title insurance policy and endorsements or supplemental coverage
      obtained by Buyer.

     

    (4)  All
      costs, fees, expenses, and mortgage registration taxes incurred in connection
      with any mortgage financing obtained or assumed by Buyer.

     

    (5)  One-half
      of the escrow fee charged by the Title Company.

     

    (6)  The
      Transfer Fee to the extent provided for under Section 1.2(b) herein, if
      any.

     

    (7)  Such
      other costs as are allocated to Buyer under this Agreement.

     

    Section
      9.5  Taxes
      and Special Assessments

     

    .  Real
      estate taxes and any other assessments affecting the Property shall not be
      prorated as of the Date of Closing (as such taxes are payable by Raytheon under
      the Raytheon Lease).

     

    Section
      9.6  Proration
      of Income and Expenses

     

    .

     

    (a)  Rents.  All
      rent under the Raytheon Lease will be prorated by the parties on a per diem
      basis to the Date of Closing as follows:  Seller will be entitled to
      all income and rentals accrued prior to 12:01 a.m. on the Date of Closing and
      will be obligated for all expenses payable prior to the Date of Closing; and
      Buyer will be entitled to collect and retain all rental accrued after the
      Closing and will be obligated to pay all expenses payable on and after the
      Closing.  Notwithstanding the foregoing, Buyer shall receive a rent
      subsidy payment in an amount equal to $37,595.56 per day for each day after
      January 21, 2008 until Closing, which shall be payable on June 30, 2008 at
      the
      time the Rent adjustment is made pursuant to the following
      sentence.  Buyer hereby acknowledges that Raytheon pays a semi-annual
      installment of Rent in arrears on June 30, 2008, and that Rents shall be
      adjusted between Seller and Buyer at such time.  Seller hereby
      acknowledges that such prorated Rent shall be paid to Seller two (2) business
      days following receipt by Buyer of the semi-annual installment of Rent from
      Raytheon.

     

    (b)  Utilities.  Water,
      sewage, fire protection inspection services, electric, telephone and all other
      utility charges will not be prorated as they are payable directly by
      Raytheon.

     

    (c)  Loan
      Interest; Reserves.  Interest payable under the Note for the
      month of Closing shall be prorated as of 12:01 am on the Closing
      Date.  Seller shall be entitled to a credit against the Purchase Price
      for all reserves held by Lender, including those held to pay future tenant
      improvement allowances due Raytheon and DIRECTV, pursuant to Section 7 of the
      Second Amendment to Amended and Restated Sublease Agreement dated as of March
      15, 2006 and Section 9.23 of the DIRECTV Lease, respectively.

     

    (d)  Subsequent
      Adjustments.  If on the Closing Date, the precise figures
      necessary for any of the foregoing adjustments are not capable of determination,
      then those adjustments will be made on the basis of good faith estimates of
      Seller and Buyer using currently available information, and final adjustments
      will be made promptly after precise figures are determined or
      available.

     

    Section
      9.7  Buyer’s
      Closing Conditions

     

    .  Buyer’s
      obligations hereunder are subject to the satisfaction of the following
      conditions precedent and the compliance by Seller with the following
      covenants:

     

    (a)  Seller’s
      Deliveries.  Seller shall have delivered to the Title Company
      or the Buyer, as the case may be, on or before the date of Closing, all of
      the
      documents called for by this Agreement, including without limitation Section
      9.2
      hereof.

     

    (b)  Seller’s
      Representations and Warranties.  All of Seller’s
      representations and warranties made in this Agreement shall be true and correct
      as of the Effective Date and as of Date of Closing as if then made in all
      material respects, except for Exception Matters, and Seller shall have performed
      all of its covenants and other obligations under this Agreement.

     

    (c)  Title
      Policy. The Title Company shall be irrevocably bound and committed to
      issue at Closing (or prepared to unconditionally commit to issue at Closing,
      with no “gap”) its title policy to Buyer, in the form agreed to in accordance
      with Article 5 herein, subject only to the payment of its premiums (at standard
      rates) for such policy as set forth herein.

     

    (d)  Assumption
      Approval.  Assumption Approval shall have been
      obtained.

     

    (e)  Loan.  No
      event of default, or event which with the passage of time or notice or both
      would result in an event of default, shall have occurred and be continuing
      under
      the Loan at Closing.

     

    (f)  Tenant
      Estoppel Certificates.  Buyer will have received, reviewed
      and approved a completed, executed tenant estoppel certificate from Raytheon
      substantially in the form attached herein as Exhibit B,
      or in such other form as is required by the Raytheon
      Lease, free from material and adverse exception, qualification or modification
      (the “Raytheon Estoppel Certificate”).

     

    Buyer
      will also have received, reviewed and approved a completed, executed tenant
      estoppel certificate from DIRECTV substantially in the form attached herein
      as
Exhibit B, or in such other form
      as is required by the DIRECTV Lease, free from material and adverse exception,
      qualification or modification. (the “DIRECTV Estoppel
      Certificate”) (collectively, the Raytheon Estoppel Certificate and the
      DIRECTV Estoppel Certificate are referred to herein as the “Tenant
      Estoppel Certificates”).

     

    (g)  Raytheon’s
      ROFR.  With respect to the Property, Raytheon shall have
      waived in writing (which may be satisfied by receipt of the executed Raytheon
      Estoppel Certificate), or the forty five (45) day period shall have expired
      without Raytheon electing to exercise, its option to purchase the Property
      in
      accordance with Paragraph 3.6 of the Raytheon Lease.  If Raytheon’s
      option to purchase the Property has expired, Seller shall provide a certificate
      representing same prior to or at Closing.

     

    (h)  Kilroy’s
      ROFR.  With respect to the Property, Kilroy shall have waived
      in writing, or the forty five (45) day period shall have expired without Kilroy
      electing to exercise, its option to purchase the Property in accordance with
      the
      Kilroy ROFR Agreement.  If Kilroy’s option to purchase the Property
      has expired, Seller shall provide a certificate representing same prior to
      or at
      Closing.

     

    If
      at
      Closing Buyer determines that any of the contingencies specified in this Section
      9.7 have not been satisfied or (if waivable) waived by Buyer, then Buyer may,
      by
      written notice to Seller, cancel and terminate this Agreement (“Buyer’s
      Termination Notice”) and, upon the delivery of the Buyer’s Termination
      Notice, the entire Earnest Money will be delivered to Buyer, and thereafter,
      the
      parties will be mutually released from all liabilities and obligations
      hereunder, save and except that Buyer will promptly return to Seller all copies
      of the Property Information provided to Buyer, and Buyer will continue to be
      liable under Section 2.5 hereof; provided, however, that Buyer’s receipt and
      acceptance of the Earnest Money will not prejudice, waive or in any manner
      affect any and all remedies available to Buyer under Section 10.1 herein in
      the
      event the failure  to satisfy any such condition is the result of a
      Seller’s default under the terms of this Agreement, which will survive such
      cancellation.

     

    Section
      9.8  Seller’s
      Closing Condition

     

    .  Seller’s
      obligations hereunder are subject to the satisfaction of the following condition
      precedents:

     

    (a)  Raytheon’s
      ROFR.  With respect to the Property, Raytheon shall have
      waived in writing (which may be satisfied by receipt of the executed Raytheon
      Estoppel Certificate), or the forty five (45) day period shall have expired
      without Raytheon electing to exercise, its option to purchase the Property
      in
      accordance with Paragraph 3.6 of the Raytheon Lease.  If Raytheon’s
      option to purchase the Property has expired, Seller shall provide a certificate
      representing same prior to or at Closing.

     

    (b)  Kilroy’s
      ROFR.  With respect to the Property, Kilroy shall have waived
      in writing, or the forty five (45) day period shall have expired without Kilroy
      electing to exercise, its option to purchase the Property in accordance with
      the
      Kilroy ROFR Agreement.  If Kilroy’s option to purchase the Property
      has expired, Seller shall provide a certificate representing same prior to
      or at
      Closing.

     

    (c)  Assumption
      Approval.  Assumption Approval shall have been
      obtained.

     

    If
      at
      Closing Seller determines that any of the contingencies specified in this
      Section 9.8 have not been satisfied or (if waivable) waived by Seller, then
      Seller may, by written notice to Buyer, cancel and terminate this Agreement
      (“Seller’s Termination Notice”) and, upon the delivery of the
      Seller’s Termination Notice, the Earnest Money will be remitted to Buyer, and
      thereafter, the parties will be mutually released from all liabilities and
      obligations hereunder, save and except that Buyer will promptly return to Seller
      all copies of the Property Information provided to Buyer, and Buyer will
      continue to be liable under Section 2.5 hereof.  Notwithstanding the
      foregoing or any other provision contained in this Agreement, in the event
      this
      Agreement is terminated by Seller as a result of the exercise by Raytheon of
      its
      right to purchase the Property pursuant to  Section 9.8(a) above,
      Seller shall reimburse Buyer for its actual out of pocket costs incurred in
      connection with its potential purchase of the Property upon presentation of
      paid
      receipts in an amount not to exceed $150,000 in the aggregate.

     

    ARTICLE
      10

     

    


     

    MISCELLANEOUS

     

    Section
      10.1  Remedies

     

    .  IN
      THE EVENT THE CLOSING OF THE PURCHASE AND SALE TRANSACTION PROVIDED FOR HEREIN
      DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, SELLER
      MAY
      TERMINATE THIS AGREEMENT AND THE TITLE COMPANY WILL PAY SELLER ALL OF THE
      EARNEST MONEY WHICH SELLER MAY RETAIN, WHICH AMOUNT IS AGREED UPON BY AND
      BETWEEN SELLER AND BUYER AS LIQUIDATED DAMAGES DUE TO THE DIFFICULTY AND
      INCONVENIENCE OF ASCERTAINING AND MEASURING ACTUAL DAMAGES AND THE UNCERTAINTY
      THEREOF; AND NO OTHER DAMAGES, RIGHTS OR REMEDIES AT LAW OR IN EQUITY SHALL
      IN
      ANY CASE BE COLLECTIBLE, ENFORCEABLE OR AVAILABLE TO SELLER, BUT SELLER SHALL
      ACCEPT SAID CASH PAYMENT AS SELLER’S TOTAL DAMAGES AND RELIEF; PROVIDED,
      HOWEVER, THAT SELLER’S RECEIPT AND ACCEPTANCE OF THE EARNEST MONEY WILL NOT
      PREJUDICE, WAIVE OR IN ANY MANNER AFFECT ANY AND ALL REMEDIES AVAILABLE AT
      LAW,
      IN EQUITY, OR HEREUNDER WITH RESPECT TO ENFORCING BUYER’S OBLIGATIONS UNDER
      SECTIONS 2.5 AND 10.4, WHICH WILL SURVIVE SUCH CANCELLATION.

     

    IN
      THE
      EVENT THE CLOSING OF THE PURCHASE AND SALE TRANSACTION PROVIDED FOR HEREIN
      DOES
      NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF SELLER, THE BUYER
      MAY
      EITHER: (I) CANCEL AND TERMINATE THIS AGREEMENT BY WRITTEN NOTICE, AND UPON
      SUCH
      TERMINATION, THE TITLE COMPANY WILL PAY BUYER ALL OF THE EARNEST MONEY AND
      THEREAFTER NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY HEREUNDER EXCEPT
      FOR
      BUYER’S OBLIGATIONS UNDER SECTION 2.5 HEREIN OR, (II) AS AN ALTERNATIVE REMEDY
      TO SUCH CANCELLATION, BUYER MAY APPLY FOR A DECREE OF SPECIFIC PERFORMANCE
      TO
      ENFORCE PERFORMANCE OF THE TERMS HEREOF PROVIDED THAT ANY SUIT FOR SPECIFIC
      PERFORMANCE MUST BE BROUGHT WITHIN THIRTY (30) DAYS OF SELLER’S DEFAULT, BUYER
      WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATE.  IN NO EVENT WILL
      SELLER BE LIABLE OR RESPONSIBLE FOR (AND BUYER HEREBY WAIVES) ALL CLAIMS TO
      RECOVER ANY MONETARY DAMAGES WHATSOEVER, WHETHER GENERAL, SPECIAL, INCIDENTAL
      OR
      CONSEQUENTIAL ALLEGEDLY ARISING FROM ANY BREACH OF THIS CONTRACT BY SELLER,
      EXCEPT AS PROVIDED IN THIS SECTION AND SECTIONS 4.2 AND 10.4, BUT SUBJECT TO
      THE
      LIMITATIONS OF SECTION 10.13.

     

    


     

    _____________                                                                _____________

     

    Buyer’s
      Initials                                                      Seller’s
      Initials

     

    Section
      10.2  Notices

     

    .  Any
      notices required or permitted to be given hereunder will be given in writing,
      signed by the party giving the same, and will be delivered (a) in person, (b)
      by
      certified mail, postage prepaid, return receipt requested, (c) by a commercial
      overnight courier that guarantees next business day delivery and provides a
      receipt, or (d) by facsimile (when followed by delivery via nationally
      recognized overnight courier), and such notices will be addressed as
      follows:

     

    
      	
               

            	
              To
                Seller:

            	
              Lexington
                Realty Trust

            


    

     

    
      	
               

            	
              One
                Penn Plaza, Suite 4015

            


    

     

    
      	
               

            	
              New
                York, NY 10119

            


    

     

    
      	
               

            	
              Attention:
                Lara Johnson

            


    

     

    
      	
               

            	
              Phone:  (212)
                692-7200

            


    

     

    
      	
               

            	
              Fax:  (212)
                594-6600

            


    

     

    
      	
               

            	
              with
                copy to:

            	
              Lexington
                Realty Trust

            


    

     

    
      	
               

            	
              One
                Penn Plaza, Ste. 4015

            


    

     

    
      	
               

            	
              New
                York, NY  10119-4015

            


    

     

    
      	
               

            	
              Attention:
                Joseph Bonventre, Esquire

            


    

     

    
      	
               

            	
              Phone:  (212)
                692-7250

            


    

     

    
      	
               

            	
              Fax:  (212)
                594-6600

            


    

     

    
      	
               

            	
              with
                a copy to:

            	
              Post
                Heymann & Koffler LLP

            


    

     

    
      	
               

            	
              Two
                Jericho Plaza, Wing A, Suite 211

            


    

     

    
      	
               

            	
              Jericho,
                New York 11753

            


    

     

    
      	
               

            	
              Attention:  William
                W. Post, Esquire

            


    

     

    
      	
               

            	
              Phone:  (516)
                681-3636

            


    

     

    
      	
               

            	
              Fax:   (516)
                495-7654

            


    

     

    
      	
               

            	
              To
                Buyer:

            	
              c/o
                Hines Interests Limited Partnership

            


    

     

    
      	
               

            	
              445
                South Figueroa Street, Suite 2080

            


    

     

    
      	
               

            	
              Los
                Angeles, CA 90071

            


    

     

    
      	
               

            	
              Attention:  Colin
                P. Shepherd

            


    

     

    
      	
               

            	
              Phone:  (213)
                243-1267

            


    

     

    
      	
               

            	
              Fax
                No.:  (213) 629-1423

            


    

     

    
      	
               

            	
              with
                a copy to:

            	
              Hines
                Advisors Limited Partnership

            


    

     

    
      	
               

            	
              2800
                Post Oak Boulevard, Suite 4800

            


    

     

    
      	
               

            	
              Houston,
                Texas 77056-6118

            


    

     

    
      	
               

            	
              Attention:
                Jason P. Maxwell, Esq. - Legal
                Department

            


    

     

    
      	
               

            	
              Phone:
                (713) 966-7638

            


    

     

    
      	
               

            	
              Facsimile:
                (713) 966-2075

            


    

     

    
      	
               

            	
              And

            	
              Baker
                Botts L.L.P.

            


    

     

    
      	
               

            	
              One
                Shell Plaza

            


    

     

    
      	
               

            	
              910
                Louisiana

            


    

     

    
      	
               

            	
              Houston,
                Texas  77002

            


    

     

    
      	
               

            	
              Attention:  Connie
                Simmons Taylor

            


    

     

    
      	
               

            	
              Phone:  (713)
                229-1650

            


    

     

    
      	
               

            	
              Facsimile:  (713)
                229-7850

            


    

     

    
      	
               

            	
              To
                Title Company:

            	
              Commonwealth
                Land Title

            


    

     

    
      	
               

            	
              Insurance
                Company

            


    

     

    
      	
               

            	
              One
                Market, Spear Tower, Suite 1850

            


    

     

    
      	
               

            	
              San
                Francisco, CA 94105

            


    

     

    
      	
               

            	
              Attention:  Linda
                Rae Paul

            


    

     

    
      	
               

            	
              Phone:  (800)
                628-9059

            


    

     

    
      	
               

            	
              Fax:  (415)
                512-0146

            


    

     

    or
      to
      such other address as either party may from time to time specify in writing
      to
      the other party.  Any notice, personally delivered, will be effective
      upon delivery.  Any such communication, if mailed as provided herein,
      will be deemed to have been received three (3) business days after
      mailing.  Any such communication, if sent via overnight recognized
      courier (e.g., Fedex, AirBorne) next day delivery as provided herein, will
      be
      deemed to have been received one (1) business day after mailing.  Any
      such communication, if sent via facsimile, will be deemed to have been given
      and
      received on the day indicated on the confirmed facsimile delivery transmission
      (provided duplicate copy is also sent via overnight courier).  If the
      last day of a period within which either party is required or allowed to provide
      a notice, demand, offer, election, acceptance or other communication hereunder
      should fall upon a Saturday, Sunday or legal holiday then, the next full
      business day will be included in such period and such notice, offer, demand,
      request or communication may be made and given on such next full business
      day.  Notices may be delivered on behalf of the parties by their
      respective attorneys.

     

    Section
      10.3  Entire
      Agreement

     

    .  This
      Agreement, together with the Exhibits and schedules hereto, contains all
      representations, warranties and covenants made by Buyer and Seller and
      constitutes the entire understanding between the parties hereto with respect
      to
      the subject matter hereof.  Any prior correspondence, memoranda or
      agreements are replaced in total by this Agreement together with the Exhibits
      and schedules hereto.

     

    Section
      10.4  Attorneys’
      Fees

     

    .  If
      either party hereto fails to perform any of its obligations under this Agreement
      or if any dispute arises between the parties hereto concerning the meaning
      or
      interpretation of any provision of this Agreement, then the defaulting party
      or
      the party not prevailing in such dispute, as the case may be, will pay any
      and
      all reasonable costs and expenses incurred by the other party on account of
      such
      default and/or in enforcing or establishing its rights hereunder, including,
      without limitation, court costs and reasonable attorneys’ fees and
      disbursements.

     

    Section
      10.5  Assignment

     

    .  Buyer’s
      rights and obligations hereunder will not be assignable without the prior
      written consent of Seller in Seller’s sole
      discretion.  Notwithstanding the foregoing, Buyer will have the right,
      without the necessity of obtaining Seller’s consent but with prior written
      notice to Seller, to assign its right, title and interest in and to this
      Agreement to a separate entity under common control with Buyer, at any time
      before the Closing Date.  Buyer will not be released from any of its
      obligations or liabilities hereunder in connection with any
      assignment.

     

    Section
      10.6  Signatures
      in Counterparts and By Facsimile/E-mail

     

    .  The
      undersigned agree that this instrument may be signed in any number of
      counterparts, each of which will constitute an original, and that a facsimile
      copy or e-mail copy of any signature of any party will be deemed as enforceable
      and effective as an original signature.  All such counterparts
      together will constitute one and the same instrument.

     

    Section
      10.7  Governing
      Law

     

    .  This
      Agreement is delivered in, relates to real and personal property located in,
      and
      shall be governed by and construed according to the substantive laws and
      judicial decisions of State of California (regardless of the place of business,
      residence, location or domicile of the parties hereto or any of their
      constituent members, partners or principals).  Each party hereby
      submits to personal jurisdiction in the State of California for the enforcement
      of this Agreement and hereby waives any claim or right under the laws of any
      other state or of the United States to object to such jurisdiction. If such
      litigation is commenced, each party agrees that service of process may be made
      by serving a copy of the summons and compliant upon each party, through any
      lawful means, including upon its registered agent within the State of
      California, whom each party hereby appoints as its agent for this
      purpose.  The means of obtaining personal jurisdiction and perfecting
      service of process set forth above are not intended to be exclusive but are
      in
      addition to all other means of obtaining personal jurisdiction and perfecting
      service of process now or hereafter provided by applicable
      law.  Seller and Buyer hereby irrevocably and unconditionally waive
      any and all right to trial by jury in any action, suit or counterclaim arising
      in connection with, out of or otherwise relating to, this
      Agreement.  The provisions of this Section 10.7 shall survive the
      Closing or termination hereof.

     

    Section
      10.8  Confidentiality
      and Return of Documents

     

    .  Buyer
      and Seller will each maintain as confidential any and all material obtained
      about the other or, in the case of Buyer, about the Property, this Agreement
      or
      the transactions contemplated hereby, and will not disclose such information
      to
      any third party except as set forth herein.  Buyer will have the right
      to disclose information with respect to the Property to its officers, directors,
      employees, attorneys, accountants, environmental auditors, engineers, potential
      partners and lenders, and permitted assignees under this Agreement and other
      consultants to the extent necessary for Buyer to evaluate its acquisition of
      the
      Property provided that all such persons are told that such information is
      confidential and agree to keep such information confidential.  If
      Buyer acquires the Property from Seller, Seller and Buyer will have the right,
      subsequent to the Closing of such acquisition, to publicize the transaction
      provided Buyer will not use the name of Seller or any derivative name of
      Lexington Realty Trust in any such press release without the express written
      consent of Seller.  Without otherwise limiting the foregoing: (a) this
      Section 10.8 shall not apply to any information obtained from third parties
      or
      available to the general public; nor (b) shall it apply to any and all
      disclosures required by law or to disclosures to direct and indirect members
      and
      partners in Seller.  Additionally, notwithstanding anything to the
      contrary contained herein, Buyer (its affiliates or any entity advised by
      Buyer’s affiliates) shall be permitted to disclose this transaction and/or the
      terms of this transaction and any such information relating to the Property
      in
      any document as may be necessary to comply with any applicable federal or state
      securities laws, rules or regulations or to comply with the requirements of
      the
      Securities and Exchange Commission, the New York Stock Exchange or any similar
      agency or body.  Buyer’s initial disclosure of the transactions
      contemplated hereby shall not include a copy of this Purchase
      Agreement.

     

    The
      provisions of this paragraph will survive the Closing or any termination of
      this
      Agreement.

     

    Section
      10.9  Interpretation
      of Agreement

     

    .  The
      article, section and other headings of this Agreement are for convenience of
      reference only and will not be construed to affect the meaning of any provision
      contained herein.  Where the context so requires, the use of the
      singular will include the plural and vice versa and the use of the masculine
      will include the feminine and the neuter.  The term “person” will
      include any individual, partnership, joint venture, corporation, trust,
      unincorporated association, any other entity and any government or any
      department or agency thereof, whether acting in an individual, fiduciary or
      other capacity.

     

    Section
      10.10  Amendments

     

    .  This
      Agreement may be amended or modified only by a written instrument signed by
      Buyer and Seller.

     

    Section
      10.11  No
      Recording

     

    .  This
      Agreement, a memorandum of this Agreement, or any other document that would
      constitute an exception to Seller’s title shall not be recorded and the
      provisions hereof shall not constitute a lien on the Property, except in
      connection with a specific performance action to enforce this Agreement;
      provided, however, that Buyer may file this Agreement with federal and state
      commissions and such filings shall not be considered title encumbrances for
      purposes of the next sentence.  In the event Buyer encumbers title to
      the Property in violation of this Section 10.11, Seller shall be entitled to
      a
      payment by Buyer of liquidated damages in the amount of the lesser
      of:  (a) $500,000, or (b) the maximum amount permitted by law,
      together with reasonable attorneys’ fees incurred in the enforcement of this
      section; provided, however in the event Buyer removes any encumbrance against
      title to  such Property within ten (10) days after written demand from
      Seller, no such payment shall become due.  Such amount is agreed upon
      by and between Seller and Buyer as liquidated damages due to the difficulty
      and
      inconvenience of ascertaining and measuring actual damages and the uncertainty
      thereof associated with Buyer’s breach of this Section 10.11 of the
      Agreement.  Buyer hereby appoints Seller as Buyer’s true and lawful
      attorney-in-fact, coupled with an interest, for the purposes of the execution
      of
      any documents and doing any acts as shall be necessary to effect the discharge
      of the recording of this Agreement or any other exception to the Commitment
      or
      any update thereof.

     

    Section
      10.12  No
      Third Party Beneficiary

     

    .  The
      provisions of this Agreement are not intended to benefit any third
      parties.

     

    Section
      10.13  Limitation
      on Liability

     

    .

     

    (a)  Notwithstanding
      anything to the contrary contained herein, after the Closing, except for claims
      based upon intentional fraud, the maximum aggregate liability of Seller, and
      the
      maximum aggregate amount which may be awarded to and collected by Buyer under
      this Agreement or any documents executed pursuant hereto or in connection
      herewith, will under no circumstances whatsoever exceed Two Million Five Hundred
      Thousand Dollars ($2,500,000.00), except for claims arising under Section 7.3
      and for prorations of rent and expenses under Section 9.6 herein.

     

    (b)  Buyer
      hereby acknowledges that the obligations of Seller hereunder are those solely
      of
      the Seller and not of its partners, members, managers, officers, directors,
      shareholders, subsidiaries or affiliates (collectively, the “Seller
      Affiliates”).  Buyer hereby agrees that its sole recourse for
      any actions, claims, liabilities, damages and demands of every nature
      whatsoever, whether known or unknown, arising out of any matter in connection
      with or under this Agreement or the transactions contemplated hereby, to the
      extent specifically provided for by this Agreement, shall be to Property and
      that Buyer shall have no right to seek such damages from, or allege a cause
      of
      action against, the Seller Affiliates.  Notwithstanding the foregoing,
      Seller agrees to cause Lexington Realty Trust (“LRT”), and by
      acknowledging this Agreement where indicated below, LRT hereby agrees, to be
      obligated for (and hereby guarantees) any claim of Buyer against Seller arising
      in accordance with the terms of this Agreement or any of Seller’s Closing
      Documents in an amount not to exceed Two Million Five Hundred Thousand Dollars
      ($2,500,000.00), which agreement shall survive the Closing.  LRT shall
      be jointly and severally liable for any breach of Seller’s representations and
      warranties set forth in Section 4.1, subject to the limitations of this Section
      10.13.  Seller shall cause LRT to execute a joinder to this Agreement
      to evidence LRT’s agreement to be jointly and severally liable to Buyer for any
      breach of Seller’s representations and warranties set forth in Section 4.1,
      subject to the limitations of this Section 10.13.

     

    (c)  Seller
      hereby acknowledges that the obligations of Buyer hereunder are those solely
      of
      the Buyer and not of its partners, members, managers, officers, directors,
      shareholders, subsidiaries or affiliates (collectively, the “Buyer
      Affiliates”).  Seller hereby agrees that its sole recourse
      for any actions, claims, liabilities, damages and demands of every nature
      whatsoever, whether known or unknown, arising out of any matter in connection
      with or under this Agreement or the transactions contemplated hereby, to the
      extent specifically provided for by this Agreement, shall be to Buyer and that
      Seller shall have no right to seek such damages from, or allege a cause of
      action against, the Buyer Affiliates.

     

    Section
      10.14  §1031
      Exchange

     

    .  Notwithstanding
      Section 10.5, either Buyer or Seller may designate the Property as part of
      a
      1031 Exchange under the Internal Revenue Code of 1986, as amended.  In
      such event, Buyer and Seller respectively agree to cooperate with the other
      in
      such transaction, including, but not limited to, executing any commercially
      reasonable documents requested by the designating party and cooperating in
      a
      commercially reasonable manner with any facilitator in such transaction,
      provided that (i) the nondesignating party shall not incur any liability in
      connection with the exchange, (ii) the nondesignating party shall not be
      obligated to take title to any real property, (iii) the Date of Closing shall
      not be extended to accommodate nor shall the Closing be conditioned on
      consummation of the exchange, and (iv) any and all additional costs and charges
      attributable to the exchange including, without limitation, actual attorneys’
fees, brokers’ commissions and other transaction-related expenses shall be paid
      for by the designating party immediately upon demand by the nondesignating
      party.

     

    Section
      10.15  Survival

     

    .  Except
      as expressly set forth to the contrary herein, no representations, warranties,
      covenants or agreements of Seller contained herein will survive the
      Closing.

     

    Section
      10.16  Escrow
      Agent

     

    .  (i) Title
      Company shall accept the Earnest Money with the understanding of the parties
      that Title Company Agent is not a party to this Agreement except to the extent
      of its specific responsibilities hereunder, and does not assume or have any
      liability for the performance or non-performance of Buyer or Seller hereunder
      to
      either of them.

     

    (ii)           The
      Title Company shall be protected in relying upon the accuracy, acting in
      reliance upon the contents, and assuming the genuineness of any notice, demand,
      certificate, signature, instrument or other document which is given to the
      Title
      Company without verifying the truth or accuracy of any such notice, demand,
      certificate, signature, instrument or other document.

     

    (iii)           The
      Title Company shall not be bound in any way by any other agreement or
      understanding between the parties hereto, whether or not the Title Company
      has
      knowledge thereof or consents thereto unless such consent is given in
      writing.

     

    (iv)           The
      Title Company’s sole duties and responsibilities under as escrow agent for the
      Earnest Money shall be to hold and disburse the Earnest Money in accordance
      with
      this Agreement.

     

    (v)           The
      Title Company shall not be liable for any action taken or omitted by the Title
      Company in good faith and believed by the Title Company to be authorized or
      within its rights or powers conferred upon it by this Agreement, except for
      damage caused by the fraud or gross negligence of the Title
      Company.

     

    (vi)           Upon
      the disbursement of the Earnest Money in accordance with this Agreement, the
      Title Company shall be relieved and released from any liability under this
      Agreement.

     

    (vii)           The
      Title Company may resign at any time upon at least ten (10) days prior written
      notice to the parties hereto.  If, prior to the effective date of such
      resignation, the parties hereto shall all have approved, in writing, a successor
      escrow agent, then upon the resignation of the Title Company, the Title Company
      shall deliver the Earnest Money to such successor escrow agent.  From
      and after such resignation and the delivery of the Earnest Money to such
      successor escrow agent, the Title Company shall be fully relieved of all of
      its
      duties, responsibilities and obligations under this Agreement, all of which
      duties, responsibilities and obligations shall be performed by the appointed
      successor escrow agent.  If for any reason the parties hereto shall
      not approve a successor escrow agent within such period, the Title Company
      may
      bring any appropriate action or proceeding for leave to deposit the Earnest
      Money with a court of competent jurisdiction, pending the approval of a
      successor escrow agent, and upon such deposit the Title Company shall be fully
      relieved of all of its duties, responsibilities and obligations under this
      Agreement.

     

    (viii)                      Seller
      and Buyer hereby agree to, jointly and severally, indemnify, defend and hold
      the
      Escrow Agent harmless from and against any liabilities, damages, losses, costs
      or expenses incurred by, or claims or charges made against, the Title Company
      (including reasonably attorneys’ fees, expenses and court costs) by reason of
      the Title Company’s acting or failing to act in connection with any of the
      matters contemplated by this Agreement in its capacity as escrow agent for
      the
      Earnest Money or in carrying out the terms of this Agreement, except as a result
      of the Title Company’s fraud or gross negligence.

     

    (ix)           In
      the event that a dispute shall arise in connection with this Agreement, or
      as to
      the rights of any of the parties in and to, or the disposition of, the Earnest
      Money the Title Company shall have the right to (w) hold and retain all or
      any
      part of the Earnest Money until such dispute is settled or finally determined
      by
      litigation, arbitration or otherwise, or (x) deposit the Earnest Money in an
      appropriate court of law, following which the Title Company shall thereby and
      thereafter be relieved and released from any liability or obligation under
      this
      Agreement, or (y) institute an action in interpleader or other similar action
      permitted by stakeholders in the State in which the Real Property is located,
      or
      (z) interplead any of the parties in any action or proceeding which may be
      brought to determine the rights of the parties to all or any part of the Earnest
      Money.

     

    (x)           The
      Title Company shall not have any liability or obligation for loss of all or
      any
      portion of the Earnest Money by reason of the insolvency or failure of the
      institution of depository with whom the escrow account is
      maintained.

     

    [REMAINDER
      OF THIS PAGE LEFT INTENTIONALLY BLANK]

     

    The
      parties hereto have executed this Agreement as of the date set forth in the
      first paragraph of this Agreement.

     

     

    SELLER:

     

     

    


     

     

    NK-LCB
      PROPERTY LLC,

     

     

    a
      Delaware limited liability company

     

     

    
      	
               

            	
              By:

            	
              NK-LCB
                Property Manager LLC,

            


    

     

     

    
      	
               

            	
              its
                managing member

            


    

     

     

    


     

     

    
      	
               

            	
              By:

            	 


    

     

     

    
      	
               

            	
              Name:

            


    

     

     

    
      	
               

            	
              Title:

            


    

     

     

    NEWKIRK
      SEGAIR L.P.,

     

     

    a
      Delaware limited partnership

     

     

    


     

     

    By:           Newkirk
      Segair GP LLC,

     

     

    its
      general partner

     

     

    
      	
               

            	
              By

            	
              MLP
                Manager Corp.,

            


    

     

     

    
      	
               

            	
              its
                manager

            


    

     

     

    


     

     

    
      	
               

            	
              By:

            	 


    

     

     

    
      	
               

            	
              Name:

            


    

     

     

    
      	
               

            	
              Title:

            


    

     

     

    BUYER:

     

     

    


     

     

    HINES
      REIT EL SEGUNDO LP,

     

     

    a
      Delaware limited partnership

     

     

    
      	
               

            	
              By:

            	
              Hines
                REIT El Segundo GP LLC,

            


    

     

     

    
      	
               

            	
              its
                general partner

            


    

     

     

    
      	
               

            	
              By:

            


    

     

     

    
      	
               

            	
              Name:

            


    

     

     

    
      	
               

            	
              Title:

            


    

     

    JOINDER
      BY LEXINGTON REALTY TRUST

     

    The
      undersigned joins herein solely to evidence the undersigned’s agreement to the
      provisions of Section 10.13, and the undersigned shall have no other
      responsibility under this Agreement.

     

    


     

    
      	
               

            	
              LEXINGTON
                REALTY TRUST

            


    

    


    
      	
              Date:  ________,
                2007

            	
              By:

            	 


    

    
      	
              Name:

            	 


    

    
      	
              Title:

            	 


    

    


     

    The
      Agreement has been received by the Title Company this _____ day of ______,
      2007.  By its execution of this Agreement, below, the Title Company
      hereby and agrees to be bound by the terms hereof to the extent that the
      Agreement imposes duties upon the Title Company.

     

     

    Commonwealth
      Land Title Insurance Company

     

     

    


     

     

    By:                                                                           

     

     

    Name:

     

     

    Title:

     

    EXHIBITS

     

    TO

     

    PURCHASE
      AGREEMENT

     

    EXHIBIT
      A                                           Real
      Property Description

     

    EXHIBIT
      B                                           Tenant
      Estoppel Certificate

     

    EXHIBIT
      C                                           Form
      of Grant Deed

     

    EXHIBIT
      D                                           Form
      of Bill of Sale

     

    EXHIBIT
      E                                           Form
      of Lease Assignment

     

    EXHIBIT
      F                                           Form
      of General Assignment

     

    EXHIBIT
      A

     

    


     

    Real
      Property Description

     

    EXHIBIT
      B

     

    


     

    Raytheon
      Estoppel Certificate

     

    To:           ___________________,
      its successors and assigns (the “Buyer”)

     

    
      	
              Re:

            	
              Amended
                and Restated Sublease Agreement (the “Original Lease”)
                dated as of June 1, 1984, by and between NK-LCB Property LLC, as
                successor
                in interest to LCB Limited Partnership, as successor in interest
                to Segair
                Associates Limited Partnership, as successor in interest to Elgun
                Leasing
                Corp. pursuant to Paragraph 7.3 of the Original Lease, as Landlord
                (“Lessor”), and Raytheon Company, as successor in
                interest by merger with Hughes Aircraft Company
                (“Hughes”), as Tenant (“Lessee”), as
                amended by First Amendment to Amended and Restated Sublease Agreement,
                dated as of December 20, 2002 (the “First Amendment”), as
                amended by Second Amendment to Amended and Restated Sublease Agreement
                dated as of March 15, 2006 (the “Second Amendment”), as
                amended by Third Amendment to Amended and Restated Sublease Agreement
                dated as of October 25, 2006 (the “Third Amendment”)
                concerning the premises located at 2200, 2222, and 2230 East Imperial
                Highway, El Segundo, California
                (“Property”).  The Original Lease, First
                Amendment, Second Amendment and Third Amendment are collectively
                referred
                to herein as the
“Lease”.

            


    

     

    The
      undersigned does hereby certify to you as follows:

     

    1.           A
      true, correct and complete copy of the above-referenced Lease is attached hereto
      marked as Exhibit A; and there are no other oral or written agreements relating
      to the Property to which Lessee is a party other than (i) that certain Right
      of
      First Refusal, dated December 10, 1983, by and between Lessee, as successor
      in
      interest to Hughes, and Kilroy Industries, a California corporation, (ii) that
      certain Deed, dated as of December 20, 2002, from Lessee to Newkirk Segair
      L.P.,
      a Delaware limited partnership (“Newkirk”), (iii) that certain
      Purchase and Sale Agreement, dated as of December 20, 2002, by and between
      Lessee and Newkirk, and (iv) that certain Deed of Trust, dated as of December
      20, 2002, from Newkirk, as trustor, for the benefit of Lessee, as
      beneficiary.

     

    2.           Terms
      capitalized herein shall have the same meaning as set forth in the
      Lease.

     

    3.           The
      Primary Lease Term expires on December 31, 2008.  Pursuant to the
      Second Amendment, Lessee has exercised its right to extend the Lease for
      Buildings 2200 and 2222 until December 31, 2018.  Lessee’s extension
      right for Building 2230 has been waived in accordance with, and pursuant to,
      the
      terms of the Third Amendment.

     

    4.           Lessee
      has not prepaid any Rent or other amounts to Lessor.

     

    5.           The
      Fixed Rent payable semi-annually through and including December 31, 2008 is
      $10,692,741.25.  For the purpose of Schedule C to the Original Lease,
      the Basic Amount is $98,213,697.63, and the current period ending December
      30,
      2007 (one day prior to the next Rent payment date of December 31, 2007) is
      48.  Lessee confirms receipt from Lessor of the first, second and
      third TI Allowance payments due March 17, 2006, September 15, 2006, and June
      30,
      2007, respectively, as set forth in Section 7 of the Second Amendment, as
      amended by Section 5 of the Third Amendment.  The remaining TI
      Allowance is $3,500,000 due on June 30, 2008 and $8,000,000 due on June 30,
      2009.

     

    6.           Lessor
      holds no security deposit.

     

    7.           Lessee
      has, pursuant to the Second Amendment, exercised its one (1) ten (10) year
      option as it relates to Buildings 2200 and 2222 and has four (4) five (5) year
      options remaining as to these buildings.  The annual Fixed Rent for
      Buildings 2200 and 2222 during the first five (5) years of the First Extended
      Term is $4,921,620 payable in monthly installments and for the second five
      (5)
      years is $5,267,004 payable in monthly installments.  The Fixed Rent
      for Building 2200 and 2222 during the remaining four (4) five (5) year options
      will be fair market value determined in accordance with the First
      Amendment.

     

    8.           The
      Lease has not been modified, orally or in writing, since its execution, except
      as hereinabove identified.  The Lease is in full force and effect and
      the Lease and other documents referred to in Section 1 above, collectively
      contain the entire agreement between Lessor and Lessee.

     

    9.           There
      are no uncured defaults by Lessee or, to Lessee’s actual knowledge, Lessor under
      the Lease, and the undersigned is not aware of the existence of any
      circumstances that would constitute a default under the Lease if not cured
      within the applicable grace period after written notice by either Lessor or
      Lessee to the other party.  The phrase “to Lessee’s actual knowledge”
as used herein shall mean and be limited to the actual personal knowledge of
      Robert J. Moore, Assistant General Counsel and Director of Corporate Services,
      and Albert A. Adams, respectively, of Lessee, and not any implied, constructive
      or imputed knowledge.

     

    10.           Lessee
      has no dispute with Lessor concerning the Lease, the Property or the
      improvements therein.

     

    11.           Except
      as set forth in Paragraphs 3.2, 3.5 and 3.6 of the Original Lease, as amended
      by
      the terms of the First Amendment, the Second Amendment and the Third Amendment,
      Lessee, solely in its capacity as lessee under the Lease, has no right to
      purchase the Property, or outstanding options, rights of first refusal or rights
      of first offer to purchase the Property or any part thereof or property of
      which
      the Property are a part, or any part thereof.  The foregoing shall not
      affect, modify or impair Lessee’s rights (held in a capacity other than as
      lessee under the Lease) to repurchase the remainder interest in the
      Land.  Lessee has waived its right to purchase the Property in
      accordance with Section 3.6 of the Original Lease as it pertains to the sale
      of
      the Property to Buyer.

     

    12.           The
      undersigned representative of Lessee is duly authorized and fully qualified
      to
      execute this instrument on behalf of Lessee thereby binding Lessee.

     

    13.           Lessee
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware and is duly qualified and in good standing as
      a
      foreign corporation authorized to do business in the State of
      California.

     

    14.           Lessee
      acknowledges and confirms that at the time of Lessee’s merger with Hughes and in
      accordance with Paragraph 7.4 of the Original Lease, Lessee assumed all
      obligations, covenants and responsibilities of Hughes under any and all
      instruments executed by Hughes relating to the Property and the
      Lease.

     

    15.           The
      undersigned is aware that the addressee set forth herein will rely upon the
      statements made in this Tenant Estoppel and Agreement, and the undersigned
      has
      therefore adjusted the language of this Tenant Estoppel and Agreement as
      necessary to make it an accurate statement of the current facts concerning
      the
      Lease.  If no such adjustments have been made, said parties may rely
      upon the statements in this form as printed.

     

    Dated:  ________________,
      2007

     

     

    “LESSEE”

     

     

    


     

     

    RAYTHEON
      COMPANY,

     

     

    a
      Delaware corporation

     

     

    


     

     

    By:                                                                           

     

     

    Name:
      Robert J. Moore

     

     

    Title:
      Assistant General Counsel
      and

     

     

        Director
      of
      Corporate Services

     

    DIRECTV
      Estoppel Certificate

     

    


     

    ______________,
      2007

     

    
      	
               

            	
              Re:

            	
              Lease
                Agreement dated as of September 12, 2006 by and between NK-LCB Property
                LLC, a Delaware limited liability company, as landlord (the
                “Landlord”) and, DirecTV, INC., a California corporation,
                as tenant (the “Tenant”) (the
                “Lease”)

            


    

     

    Ladies
      and Gentlemen:

     

    Tenant
      understands that _______________ (“Buyer”) has entered into a
      purchase contract to acquire the property located at 2200, 2230 and 2222 East
      Imperial Highway, El Segundo, California (the “Property”) from
      Landlord.  Landlord has requested the undersigned to deliver this
      Tenant Estoppel Certificate to Buyer.  The undersigned, as tenant
      under the Lease, hereby certifies to Landlord and Buyer, and their successors
      and assigns, as of the date hereof as follows:

     

    1.           The
      Tenant is the tenant under the Lease by and between Tenant and Landlord covering
      the premises described therein (the “Premises”).

     

    2.           The
      Lease, a true and correct copy of which is attached hereto, constitutes the
      full
      and complete agreement of Tenant and Landlord with respect to the leasing of
      the
      Premises, and it has not been modified or amended.  The Lease is in
      full force and effect and is binding upon, and enforceable against, Tenant
      in
      accordance with its terms.

     

    3.           The
      Term of the Lease commences on January 1, 2009 and expires on December 31,
      2013.

     

    4.           There
      is no security deposit held by Landlord under the Lease.

     

    5.           As
      of the date hereof, Tenant has paid to Landlord all rent and other charges
      due
      under the Lease.  No rent has been prepaid more than one month in
      advance.  No free rent or other concessions have been granted by
      Landlord to Tenant. Tenant has no defenses, setoffs, or counterclaims against
      Landlord arising out of the Lease, or in any way relating thereto.

     

    6.           No
      default on the part of Tenant exists under the Lease, and no event that with
      the
      giving of notice or the passage of time, or both, would constitute a default
      by
      Tenant under the Lease has occurred.

     

    7.           To
      the best knowledge of Tenant, no default by Landlord of any of its obligations
      under the Lease has occurred and remains uncured, and no circumstance or
      condition now exists which, with the giving of notice or the passage of time
      (or
      both), would constitute a default by Landlord of any of its obligations under
      the Lease, give rise to any defense or right of offset by Tenant against its
      obligations under the Lease, or violate any condition of Tenant’s obligations
      under the Lease.

     

    8.           Tenant
      has not assigned, sublet or transferred its interest in the Lease or the
      Property, or any part thereof.

     

    9.           The
      improvements and space required to be furnished by Landlord have been furnished
      and completed by Landlord.  No funds are owed by Landlord to Tenant in
      connection with any improvements to the Premises except for the TI Allowance
      in
      the amount of $2,000,000  payable by Landlord to Tenant in accordance
      with Section 9.23 of the Lease.

     

    10.           Tenant
      has no option to extend the term of the Lease except for two (2) consecutive
      terms of five (5) years each in accordance with Section 1.3 of the
      Lease.

     

    11.           Tenant
      does not have any purchase or other option or right of first refusal to purchase
      the Premises or the Property.

     

    12.           Neither
      Tenant or, to Tenant’s knowledge, Landlord has commenced any action, or received
      any notice, with respect to the termination of the Lease.

     

    Capitalized
      terms used herein and not otherwise defined shall have the meanings ascribed
      to
      them in the Lease.

     

    Tenant
      makes the above certifications and representations for the benefit and
      protection of Buyer and understands that Buyer will be relying on the statements
      made herein in its decision to acquire the Property.  Tenant also
      makes the above certifications and representations for the benefit of Landlord
      with the understanding that they will be relied upon by Landlord.

     

    DATED
      this _____ day of _______________, 2007.

     

     

    DirecTV,
      INC., a California corporation

     

     

    


     

     

    By                                                                           

     

     

    Name:

     

     

    Title:

     

    AFFIRMATION
      OF GUARANTOR

     

    The
      undersigned is the guarantor under that certain Guaranty of Lease dated as
      of
      September 12, 2006 (the “Guaranty”) which guarantees the prompt
      and faithful performance by Tenant of certain terms, covenants and conditions
      to
      be performed by Tenant under the terms of the Lease as enumerated in such
      Guaranty, and hereby certifies to Buyer and its respective successors and
      assigns, that the Guaranty is in full force and effect and that it has no claim,
      defense or offset to the enforcement thereof, and hereby ratifies the matters
      set forth in the Estoppel Certificate set forth above.

     

    Signed
      as
      of this _______ day of  __________,
      200                                                                                                            .

     

     

    DIRECTV
      HOLDINGS, LLC,

     

     

    a
      Delaware limited liability company

     

     

    


     

     

    By:           

     

     

    Name:

     

     

    Title:

     

    EXHIBIT
      C

     

    WHEN
      RECORDED MAIL THIS DEED AND,

     

    UNLESS
      OTHERWISE SHOWN BELOW,

     

    MAIL
      TAX
      STATEMENTS TO:

     

    
      SPACE
        ABOVE THIS LINE FOR RECORDER’S USE

       

      


    

    A.P.N.
      4138-004-014& 4138-004-012

     

    GRANT
      DEED

     

    FOR
      A
      VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

     

    NEWKIRK
      SEGAIR L.P., a Delaware limited partnership having an address c/o Lexington
      Realty Trust, One Penn Plaza, Suite 4015, New York, NY 10119
      (“Grantor”),

     

    hereby
      GRANTS to ________________________, a ____________________ (the
“Grantee”),

     

    its
      remainder interest commencing on January 3, 2011, together with all rights
      and
      appurtenances thereto, in and to the real property located in the City of El
      Segundo, County of Los Angeles, State of California, as more particularly
      described on Exhibit A attached hereto, subject only to those validly existing
      encumbrances, easements, conditions and restrictions relating to the hereinabove
      described property as now reflected by the land records of the County of Los
      Angeles, California (the “Land”).

     

    The
      conveyance from Grantor to Grantee herein does not include the buildings,
      improvements and fixtures (exclusive of trade fixtures) now located on the
      Premises and hereafter erected thereon (collectively, the
“Improvements”), and the estate for years in the Premises to
      and including January 2, 2011 (all of the foregoing collectively referred to
      as
      the “Estate For Years and Improvements”).

     

    This
      deed
      is one of two concurrently-recorded deeds to Grantee, one for an estate for
      years in the Land and improvements and this deed for the remainder
      interest.  This Deed is delivered and accepted, along with the deed
      recorded concurrently herewith from NK-LCB Property LLC, a Delaware limited
      liability company, with the intent that all rights and interests between the
      remainder estate and the estate for years in the herein described Land be merged
      into the fee title of Grantee, including but not limited to, the merger and
      termination of that certain Option to Lease and Subordination Agreement which
      was recorded on December 23, 1983, as Instrument No. 83-1528990 in the Official
      Records of Los Angeles County, California.

     

    
      	
              Dated                                                                 

            	
              Signature
                of Grantor

            
	
              State
                of New
                York                                )

              County
                of
                Nassau                                )

            	
              NK-LCB
                PROPERTY LLC,

              a
                Delaware limited liability company

            
	
              On
                                   
                before me,
                                              
                personally appeared
                                             
                personally known to me to be the person whose name is subscribed
                to the
                within instrument and acknowledged to me that he executed the same
                in his
                authorized capacity and that by his signature on the instrument the
                person, or the entity upon behalf of which the person(s) acted, executed
                the instrument

            	
              By:NK-LCB
                Property Manager LLC,

              its
                managing member

              By:

              Name:

              Title:

            
	
              Witness
                my hand and official seal

            	 
	
              Signature                                                                 

            	 


    

    WHEN
      RECORDED MAIL THIS DEED AND,

     

    UNLESS
      OTHERWISE SHOWN BELOW,

     

    MAIL
      TAX
      STATEMENTS TO:

     

    
      SPACE
        ABOVE THIS LINE FOR RECORDER’S USE

       

      


    

    A.P.N.
      4138-004-014& 4138-004-012

     

    GRANT
      DEED

     

    FOR
      A
      VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

     

    NK-LCB
      PROPERTY LLC, a Delaware limited liability company with an
      address c/o Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, NY
      10119 (“Grantor”),

     

    hereby
      GRANTS to
      _________________________________________________________________(“Grantee”),

     

    its
      estate for years to and including January 2, 2011 in and to the real property
      located in the City of El Segundo, County of Los Angeles, State of California,
      as more particularly described on Exhibit A attached hereto, subject only to
      those validly existing encumbrances, easements, conditions and restrictions
      relating to the hereinabove described property as now reflected by the land
      records of the County of Los Angeles, California (the
“Land”).

     

    TOGETHER
      WITH all right, title and interest of the Grantor in and to all buildings,
      improvements and fixtures now located on the Premises and hereafter erected
      thereon, whether below or above grade level, which are intended to be and remain
      real property, and to become and remain the sole and exclusive property of
      Grantee and its successors and assigns.

     

    This
      Deed
      is one of two concurrently-recorded deeds to Grantee, this Deed for the estate
      for years in the Land and the Improvements, and another for the remainder
      interest in the Land.  This Deed is delivered and accepted, along with
      the deed recorded concurrently herewith from Newkirk Segair L.P., a Delaware
      limited partnership, with the intent that all rights and interests between
      the
      remainder estate and the estate for years in the herein described Land be merged
      into the fee title of Grantee, including but not limited to, the merger and
      termination of that certain Option to Lease and Subordination Agreement which
      was recorded on December 23, 1983, as Instrument No. 83-1528990 in the Official
      Records of Los Angeles County, California.

     

    
      	
              Dated                                                                 

            	
              Signature
                of Grantor

            
	
              State
                of New
                York                                )

              County
                of
                Nassau                                )

            	
              NEWKIRK
                SEGAIR L.P.,

              a
                Delaware limited partnership

            
	
              On
                                   
                before me,
                                              
                personally appeared
                                             
                personally known to me to be the person whose name is subscribed
                to the
                within instrument and acknowledged to me that he executed the same
                in his
                authorized capacity and that by his signature on the instrument the
                person, or the entity upon behalf of which the person(s) acted, executed
                the instrument

            	
              By:Newkirk
                Segair GP LLC,

              its
                general partner

              By:MLP
                Manager Corp.,

              its
                manager

              By:

              Name:

              Title:

            
	
              Witness
                my hand and official seal

            	 
	
              Signature                                                                 

            	 


    

    


     

    EXHIBIT
      D

     

    


     

    BILL
      OF SALE

     

    For
      good
      and valuable consideration, the receipt of which is hereby acknowledged, NK-LCB
      Property LLC; a Delaware limited liability company, with an address c/o
      Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, NY 10119
      (“Seller”) hereby sells, assigns, transfers and conveys to
      __________________, a______________ with an address
      of  ___________________________________________
      (“Buyer”):  (i) all fixtures, machinery, equipment
      and furnishings, to the extent the same constitute personal property, all
      contract rights, and all other personal property, including all licenses,
      permits, certificates, rights to the use of names and logos and other tangible
      and intangible property owned by Seller and used in connection with the property
      located at 2200, 2230 and 2222 East Imperial Highway, El Segundo, California
      (the “Property”); (ii) all site plans, surveys, soil and
      substrata studies, architectural renderings, plans and specifications,
      engineering plans and studies, floor plans, landscape plans and other plans,
      diagrams and studies of any kind owned by Seller which relate to the Property
      or
      the improvements thereon; and (iii) all of Seller’s interest in all claims
      judgments, remedies, damages and causes of action pertaining to the
      Property.

     

    TO
      HAVE
      AND TO HOLD, the same unto Buyer, its successors and assigns,
      forever.

     

    [REMAINDER
      OF THIS PAGE LEFT INTENTIONALLY BLANK]

     

    IN
      WITNESS WHEREOF, Seller has executed this instrument as of the _________ day
      of
      _____________, 2008.

     

     

    NK
      LCP
      PROPERTY LLC,

     

     

    a
      Delaware limited liability company

     

     

    
      	
               

            	
              By:

            	
              NK-LCB
                Property Manager LLC,

            


    

     

     

    
      	
               

            	
              a
                Delaware limited liability company,

            


    

     

     

    
      	
               

            	
              its
                managing member

            


    

     

     

    By:           ________________________

     

     

    Name:

     

     

    Title:

     

    EXHIBIT
      E

     

    


     

    Lease
      Assignment

     

    ASSIGNMENT
      AND ASSUMPTION OF LEASE

     

    THIS
      ASSIGNMENT AND ASSUMPTION OF LEASE is made this _____ day of ____________,
      2008,
      by and between NK-LCB Property LLC; a Delaware limited liability company
      (“Assignor”), and __________________________________
      (“Assignee”), with reference to the following
      facts:

     

    A.           Assignor,
      as lessor, has entered into the Lease described on Exhibit A attached
      hereto (collectively, the “Lease”) covering the Property
      located at [2200, 2230 and 2222] East Imperial Highway, El Segundo, California
      identified on Schedule 1 hereto.

     

    B.           Pursuant
      to the terms of that certain Purchase Contract entered into by Assignor, as
      Seller, and Assignee, as Buyer dated as of ____________, 2007 (the
“Agreement”), Assignor now desires to assign and transfer to
      Assignee all of Assignor’s interest as lessor in the Lease, subject to the
      rentals, terms, covenants, obligations, easements and restrictions set forth
      therein.

     

    NOW
      THEREFORE, in consideration of the mutual covenants and conditions herein below
      set forth, it is agreed:

     

    1.           Effective
      as of the date hereof (the “Effective Date”), Assignor assigns
      and transfers to Assignee, all of Assignor’s right, title and interest as
      lessor, accruing after the Effective Date, in and to the Lease [add guaranty
      reference for DIRECTV], subject to the rentals, terms, covenants, obligations,
      easements and restrictions set forth in the Lease.

     

    2.           Assignee
      hereby accepts the assignment of the Lease as of the Effective Date, shall
      be
      entitled to all rights and benefits accruing to the landlord thereunder and
      hereby assumes all obligations thereunder, including, without limitation, the
      obligations of landlord regarding tenant allowances payable after the Effective
      Date, and agrees to be bound by the terms of the Lease, from and after the
      Effective Date.

     

    3.           Assignor
      hereby agrees to indemnify and hold harmless Assignee from any and all
      liability, loss, cost, damage or expense (including, without limitation,
      reasonable attorneys’ fees) which Assignee incurs under the Lease, and from any
      and all claims and demands whatsoever which are asserted against Assignee by
      reason of any alleged obligation or undertaking on its part to perform or
      discharge any of the terms, covenants or agreements contained therein, which
      liability, loss, cost, damage, expense, claim or demand arises from acts, events
      or omissions accruing on or before the Effective Date provided not in any way
      attributable to Assignee, except to the extent such obligations were required
      to
      be performed by the tenant under the Lease.

     

    4.           Assignee
      hereby agrees to indemnify and hold harmless Assignor from any and all
      liability, loss, cost, damage or expense (including, without limitation,
      reasonable attorneys’ fees) which Assignor incurs under the Lease, and from any
      and all claims and demands whatsoever which are asserted against Assignor by
      reason of any alleged obligation or undertaking on its part to perform or
      discharge any of the terms, covenants or agreements contained therein, which
      liability, loss, cost, damage, expense, claim or demand arises from acts, events
      or omissions accruing after the Effective Date provided not in any way
      attributable to Assignor.

     

    5.           The
      indemnity provisions of Sections 3 and 4 herein shall survive for a period
      of
      one (1) year from the date hereof, and any claim made thereunder must be made
      within such 1-year period.  The indemnity provisions of Section 3
      herein are subject to, and limited by, the provisions set forth in Sections
      4.2
      and 10.13(a) of the Agreement.

     

    6.           The
      provisions of this instrument shall be binding upon and inure to the benefit
      of
      Assignor and Assignee and their respective successors and assigns.

     

    7.           This
      Assignment and Assumption of Lease may be executed in counterparts which taken
      together shall constitute one and the same instrument.

     

    8.           Assignor
      hereby covenants that it will, at any time and from time to time, execute any
      documents and take such additional actions as Assignee or its successors or
      assigns shall reasonably require in order to more completely or perfectly carry
      out the transfers intended to be accomplished by this Assignment and Assumption
      of Lease.

     

    [Signatures
      on Following Page]

     

    IN
      WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and
      Assumption of Lease as of the date set forth above.

     

     

    ASSIGNOR:

     

     

    


     

     

    NK
      LCP
      PROPERTY LLC,

     

     

    a
      Delaware limited liability company

     

     

    
      	
               

            	
              By:

            	
              NK-LCB
                Property Manager LLC,

            


    

     

     

    
      	
               

            	
              a
                Delaware limited liability company,

            


    

     

     

    
      	
               

            	
              its
                managing member

            


    

     

     

    By:           

     

     

    Name:

     

     

    Title:

     

     

    ASSIGNEE:

     

     

    


     

     

    


     

     

    By:           

     

     

    Name:                                                                           

     

     

    Its:           

     

    EXHIBIT
      A

     

    EXHIBIT
      F

     

    


     

    GENERAL
      ASSIGNMENT

     

    THIS
      GENERAL ASSIGNMENT (this “Agreement”) is made and entered into
      this ____ day of ______________, 2008, by and between NK-LCB Property LLC,
      a
      Delaware limited liability company (the “Assignor”) and
      __________________, a ______________ (the
“Assignee”).

     

    WITNESSETH:

     

    Assignor
      for Ten Dollars ($10.00), and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, hereby assigns to Assignee
      all
      of Assignor’s right, title and interest in and to: (i) all guaranties and
      warranties made by any contractor, subcontractor, materialman, supplier, or
      other person or entity with respect to the Improvements; (ii) the Documents;
      and
      (iii) the Licenses (the items set forth in clauses (i) through (iii) above
      are
      hereinafter referred to collectively as the “Assigned
      Matters”).

     

    TO
      HAVE
      AND TO HOLD unto the Assignee and its successors and assigns to its and their
      own use and benefit forever.

     

    This
      Agreement is made by Assignor without recourse and without any express or
      implied representation or warranty whatsoever.

     

    This
      Agreement inures to the benefit of the parties hereto and their respective
      successors and assigns.

     

    All
      capitalized terms used but not defined herein have the meanings ascribed to
      them
      in that certain Purchase Agreement, dated ______________, by and between
      Assignor and __________________, a __________________, with respect to covering
      the Property located at 2200, 2230 and 2222 East Imperial Highway, El Segundo,
      California.

     

    This
      Agreement may be executed in counterparts.

     

    {REMAINDER
      OF PAGE LEFT INTENTIONALLY BLANK}

     

    IN
      WITNESS WHEREOF, the parties have executed this General Assignment on the day
      and year first written above.

     

     

    ASSIGNOR:

     

     

    


     

     

    NK
      LCP
      PROPERTY LLC,

     

     

    a
      Delaware limited liability company

     

     

    


     

     

    By:           NK-LCB
      Property Manager LLC,

     

     

    a
      Delaware limited liability company,

     

     

    its
      managing member

     

     

    


     

     

    


     

     

    By:           ________________________

     

     

    Name:

     

     

    Title:

     

     

    ASSIGNEE:

     

     

    


     

     

    _____________________________

     

     

    By:           ________________________

     

     

    Name:________________________

     

     

    Its:           ________________________

     

    Schedule
      1

     

    


     

    Loan
      Documents

     

    
      	
               

            	
              1.

            	
              LOAN
                AGREEMENT

            


    

     

    
      	
               

            	
              2.

            	
              PROMISSORY
                NOTE

            


    

     

    
      	
               

            	
              3.

            	
              DEED
                OF TRUST

            


    

     

    
      	
               

            	
              4.

            	
              ASSIGNMENT
                OF LEASES AND RENTS

            


    

     

    
      	
               

            	
              5.

            	
              ASSIGNMENT
                OF AGREEMENTS, LICENSES, PERMITS AND
                CONTRACTS

            


    

     

    
      	
               

            	
              6.

            	
              UCC
                FINANCING STATEMENTS

            


    

     

    
      	
               

            	
              7.

            	
              GUARANTY
                OF RECOURSE OBLIGATIONS

            


    

     

    
      	
               

            	
              8.

            	
              DEPOSIT
                ACCOUNT AGREEMENT

            


    

     

    
      	
               

            	
              9.

            	
              POST
                CLOSING AGREEMENT

            


    

     

    
      	
               

            	
              10.

            	
              LENDER
                LETTER RE:  INSURANCE
                MATTERS

            


    

     

    
      	
               

            	
              11.

            	
              SUBORDINATION
                AND INTERCREDITOR AGREEMENT RE:  RAYTHEON
                COMPANY