EX-10.2






Exhibit 10.2




AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT (VORNADO)




     THIS AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated
as of October 27, 2008, is between Lexington Realty Trust, a Maryland real estate investment trust
(the “Company”), and Vornado Realty L.P. (“VRT”), a Delaware limited partnership
(together with any entity at least 99% of the voting securities of which are owned by VRT,
“Vornado”) and amends and restates, as set forth below, that certain Ownership Limit Waiver
Agreement (Vornado), dated as of December 31, 2006, between the Company and VRT (the “Original
Agreement”). Capitalized terms used, but not otherwise defined, in this Agreement shall have
the meanings given to them in the hereinafter-mentioned Declaration.



RECITALS




     A. Article IX of the Company’s Declaration of Trust (the “Declaration”) contains (1) a
restriction prohibiting any Person from Beneficially Owning or Constructively Owning outstanding
shares of beneficial interest in the Company which are classified as Common Stock or Preferred
Stock (the “Equity Stock”) in excess of 9.8% of the value of the outstanding Equity Stock
of the Company (the “Ownership Limit”) and (2) a restriction setting forth that any sale,
transfer, gift, hypothecation, pledge, assignment, devise or other disposition of Equity Stock of
the Company that, if effective, would result in any Person Beneficially Owning or Constructively
Owning Equity Stock in excess of the Ownership Limit shall be void ab initio as to the Transfer of
that number of shares of Equity Stock which would be otherwise Beneficially or Constructively Owned
by such Person in excess of the Ownership Limit; and the intended transferee shall acquire no
rights in such excess shares of Equity Stock.



     B. The Company and Vornado entered into the Original Agreement in connection with the merger
of Newkirk Realty Trust, Inc. with and into the Company on December 31, 2006.



     C. Vornado has requested an increase in the number of shares of Equity Stock that are covered
by the Original Agreement in connection with a purchase of an additional 8.0 million shares of
Equity Stock of the Company which purchase is estimated to close on or about October 31, 2008 (the
date of the actual closing, the “Settlement Date”).



     D. Pursuant to subparagraph (a)(9) of Article IX of the Declaration, the Company’s Board of
Trustees has adopted resolutions approving Vornado’s exemption from the Ownership Limit on the
terms and conditions hereinafter set forth.



AGREEMENT




1. WAIVER OF OWNERSHIP LIMIT




     1.1 The Company exempts Vornado, effective as of the date hereof and subject to the terms
herein, from the Ownership Limit solely (A) (i) to the extent of Vornado’s Beneficial Ownership or
Constructive Ownership of the lesser of (1) 8,000,000 shares of Equity Stock of



 









 




the Company to be acquired on the Settlement Date plus the number of shares of Equity Stock
of the Company into which 8,149,594 limited partnership units in The Lexington Master Limited
Partnership (“MLP Units”) are redeemable pursuant to the Second Amended and Restated
Limited Partnership Agreement of the Partnership; and (2) any lesser number of shares of Equity
Stock of the Company owned by Vornado from time to time after the Settlement Date, plus
(ii) the number of shares of Equity Stock of the Company applicable to Vornado’s Beneficial
Ownership or Constructive Ownership of any Equity Stock of the Company that is owned by Winthrop
Realty Trust or WRT Realty L.P. (together (“Winthrop”), but in no event more than the
lesser of (1) 3,500,000 shares of Equity Stock of the Company and (2) any lesser number of shares
of Equity Stock of the Company owned by Winthrop from time to time following the Settlement Date,
and (B) upon and subject to Vornado’s compliance with Section 2.2 below and its continued
compliance with the covenants referred to therein. This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Vornado.




     1.2 For avoidance of doubt, (x) following any sale, assignment, transfer or other disposition
by Vornado of shares of Equity Stock of the Company, the exemption granted by the Company
hereunder shall exempt Vornado from the Ownership Limit only with respect to the maximum aggregate
number of shares of Equity Stock of the Company, as the case may be, owned by Vornado immediately
after such sale, assignment, transfer or disposition and after each such sale, assignment,
transfer or disposition by Vornado anytime thereafter and (y) under no circumstances shall this
exemption apply to any Equity Stock of the Company acquired by Vornado or Winthrop at any time
after the Settlement Date, with the exception of shares of Equity Stock of the Company acquired by
Vornado upon redemption of the 8,149,594 MLP Units or that are acquired by Vornado through a
distribution by Winthrop of the 3,500,000 (or such lesser number) shares of Equity Stock owned by
Winthrop on the Settlement Date.



2. LIMITATIONS AND OTHER MATTERS




     2.1 The exemption set forth in Section 1 above (the “Ownership Limit Waiver”) shall
not be effective if and to the extent that, as a result of Vornado’s ownership of Equity Stock of
the Company permitted by reason of the Ownership Limit Waiver, (A) the Company would be considered
to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) an
interest described in Section 856(d)(2)(B) of the Code in a “Vornado Related Tenant” (as defined
in Section 2.4 herein), or (B) any “individual” (within the meaning of Section 542(a)(2) of the Code) would be considered to “own” (within the meaning of Section 856(h) of the Code) any of the
shares of Equity Stock of the Company covered by the Ownership Limit Waiver, of more than 9.8% (by
number of shares or value, whichever is more restrictive) of the total outstanding shares of
Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held”
under the REIT rules). In addition, if the Ownership Limit Waiver is not effective as a result of
the operation of any clause(s) of the preceding sentence, the Equity Stock of the Company that
otherwise would be Excess Stock shall be deemed to have been transferred to the Company in
accordance with subparagraph (b)(1) of Article IX of the Declaration.



     2.2 For the Ownership Limit Waiver to be effective, Vornado Realty L.P. must execute a
counterpart signature page to this Agreement and complete and make the



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representations and covenants set forth in the Certificate of Representations and Covenants,
the form of which is attached hereto as Exhibit A (the “Certificate”), and must
deliver such Certificate to the Company. Except as otherwise determined by the Board of Trustees
of the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the
representations or covenants set forth herein or in the Certificate. In addition, if the
Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding
sentence, the shares of Equity Stock of the Company that would otherwise be Excess Stock shall be
deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article
IX of the Declaration.




     2.3 Vornado Realty L.P. shall deliver to the Company, at such times as may reasonably be
requested by the Company (it being acknowledged that the Company may reasonably make such request
on at least a calendar quarterly basis), a certificate signed by an authorized officer of Vornado
Realty L.P. to the effect that Vornado Realty L.P. has complied and expects to continue to comply
with its representations and covenants set forth in this Agreement and the Certificate. If so
requested by the Company, Vornado will cooperate with the Company in investigating any direct or
indirect relationship that Vornado and any Person whose ownership of shares of Equity Stock of the
Company would be attributed to Vornado under Section 318(a) of the Code (as modified by Section
856(d)(5) of the Code), may have with the Company’s tenants or “independent contractors” (within
the meaning of Section 856(d)(3) of the Code), including but not limited to Vornado’s relationship
with Winthrop, for purposes of determining compliance with the provisions of this Ownership Limit
Waiver and in updating the Certificate accordingly. However, the Company’s remedies under this
Agreement with respect to Vornado Realty L.P.’s representations and covenants set forth in this
Agreement and the Certificate shall become effective only if and for the taxable years of the
Company during which Vornado requires the exemptions afforded to Vornado under this Agreement (the
“Waiver Period”).



     2.4 For purposes of this Agreement, “Vornado Related Tenant” means any entity (x) in
which Vornado owns during the Waiver Period (actually or Constructively, applying the provisions
of Section 856(d)(5) of the Code), in the case of a corporation, shares equal to or greater than
the “Threshold Percentage” (as defined in Section 2.5 herein) of either the total combined voting
power of all classes of stock of such entity entitled to vote or the total value of shares of all
classes of stock of such entity or, in the case of an entity that is not a corporation, an
interest equal to or greater than the Threshold Percentage in the assets or net profits of such
entity (such actual or Constructive ownership equal to or greater than the Threshold Percentage
being hereinafter called a “Related Interest”), (y) from which the Company is or will be
deriving rental income (other than a taxable REIT subsidiary, if the requirements of Section
856(d)(8) of the Code are satisfied) and (z) included in the tenant list (the “Tenant
List”) attached hereto as Exhibit B (or added to such Tenant List pursuant to the next
sentence), unless the Board of Trustees of the Company has determined that the Company derives
(and is expected to continue to derive) an amount of gross rental income that is sufficiently
small so as not to adversely affect the Company’s ability to qualify as a REIT. The Company may
add an entity to the Tenant List from time to time by written notice (which may be made by email
with a written confirmation copy to follow within one business day by hand, facsimile or overnight
delivery) to Vornado and Vornado shall promptly review any such revisions to the Tenant List
(reflecting substitute or additional tenants) at the request of the



-3-









 




Company and recertify its acknowledgment and agreement under this Agreement to such Tenant
List within three (3) business days of the date of such written notice, which response may
initially be made by email, but shall be followed within two (2) business days thereafter with a
hard copy of recertification of the Certificate in Exhibit A with the updated Tenant List attached
(the “Response Period”), provided, however, that if such notice is delivered at a
time when Vornado owns a Related Interest in such entity that would result in the Company’s owning
(actually or Constructively) an interest in such entity described in Section 856(d)(2)(B) of the
Code, then, subject to the following proviso, such entity shall not be added to the Tenant List so
long as Vornado so notifies the Company within the Response Period, which response shall include
Vornado’s percentage owned in such entity; provided, further, that if such notice
is given at a time when either Vornado’s interest in such entity has a fair market value of less
than $1,000,000 or Vornado is engaged in active discussions regarding a potential acquisition of a
Related Interest in such entity that would result in the Company’s owning (actually or
Constructively) an interest in such entity described in Section 856(d)(2)(B) of the Code, then
Vornado shall so notify the Company within the Response Period, and the parties shall jointly
determine in good faith, based on the parties’ relative economic interests and REIT qualification
interests with respect to such entity, whether such entity shall be added to the Tenant List.
Vornado shall advise the Company of the percentage ownership that its Related Interest represents
in each Vornado Related Tenant not later than five days following the date of the Company’s
request for such information.




     2.5 For purposes of Section 2.4 above, the “Threshold Percentage” shall mean the
percentage which, taking into account the shares or other ownership interests in the applicable
tenant held by each other holder of shares of Equity Stock of the Company (as of the date of
determination) who or which prior to the date hereof has been granted an exemption from the
Ownership Limit (an “Exempt Holder”), would cause the Company to own (actually or Constructively,
applying the provisions of Section 856(d)(5) of the Code) stock or other ownership interests in
such applicable tenant equal to or greater than 9.8%. If more than one Exempt Holder owns shares
or other ownership interests with respect to the applicable tenant that, in the aggregate, amount
to 9.8% or greater , then each such Exempt Holder’s Threshold Percentage in such applicable tenant
shall mean the percentage determined by dividing 9.8% by the number of such Exempt Holders as of
the date of determination. The Company hereby represents and warrants that as of the date hereof,
the Company has granted waivers of Article IX of the Declaration to those Exempted Holders (other
than Vornado) and in such amounts as set forth on Exhibit C hereto and represents and warrants
that such waiver shall terminate upon such Exempted Holders ownership decreasing below 9.8%.



3. MISCELLANEOUS




     3.1 All questions concerning the construction, validity and interpretation of this Agreement
shall be governed by and construed in accordance with the domestic laws of the State of Maryland,
without giving effect to any choice of law or conflict of law provision (whether of the State of
Maryland or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Maryland.



-4-









 





     3.2 This Agreement may be signed by the parties in separate counterparts, each of which when
so signed and delivered shall be an original, but all such counterparts shall together constitute
one and the same instrument.



     3.3 All references to any Code provision shall be deemed to include any successor provisions
of the Code and any regulatory, judicial or administrative amendment or interpretation of such
statutory provisions.



     3.4 To the extent shares of Equity Stock subject to the Ownership Limitation Waiver provided
for in this Agreement are treated as Excess Shares pursuant to Article IX of the Declaration, if
permitted under applicable law and regulation, the treatment of shares of Equity Stock as Excess
Shares shall be done in a way that first treats shares of Equity Stock other than shares of Equity
Stock acquired on the Settlement Date as Excess Shares and then any other shares of Equity Stock,
including the shares of Equity Stock acquired on the Settlement Date. For the avoidance of doubt,
nothing in this Agreement shall be interpreted, construed or deemed to grant a waiver of the
Ownership Limit to anyone other than Vornado.



[Signature Page Follows]




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     Each of the parties has caused this Agreement to be signed by its duly authorized officers as
of the date set forth in the introductory paragraph hereof.



	 	 	 	 	 	 	 	 	 	 	 
	THE COMPANY	 	VORNADO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Lexington Realty Trust	 	Vornado Realty L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Vornado Realty Trust

General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	T. Wilson Eglin
	 	 	 	By:
	 	/s/ Alan J. Rice	 	 
	 

	 	 

Name: T. Wilson Eglin
	 	 
	 	 	 	 

Name: Alan J. Rice
	 	 
	 

	 	Title:   Chief Executive Officer
	 	 	 	 	 	Title:   SVP	 	 






 









 






EXHIBIT A TO THE WAIVER AGREEMENT




CERTIFICATE OF REPRESENTATIONS AND COVENANTS

FOR

OWNERSHIP LIMIT WAIVER




     The undersigned desires that the Amended and Restated Ownership Limit Waiver Agreement (the
“Waiver Agreement”) dated as of October ___, 2008, between the undersigned and Lexington
Realty Trust, a Maryland real estate investment trust (the “Company”), be applicable to the
shares of Equity Stock of the Company Beneficially Owned or Constructively Owned or to be received
by the undersigned to the extent provided in the Waiver Agreement. Capitalized terms used, but not
otherwise defined, in this Certificate shall have the meanings given to them in the Waiver
Agreement.



     In connection with the Waiver Agreement, the undersigned makes the following representations
effective as of the date of execution hereof:




	 	(a)	 	For U.S. federal income tax purposes, Vornado is a United
States person within the meaning of Section 7701(a)(30) of the Code.
	 
	 	(b)	 	The Equity Stock of the Company covered by the Waiver Agreement
will be acquired by Vornado for its own account.
	 
	 	(c)	 	Except as disclosed to the Company in writing, Vornado does not
own (actually or Constructively, applying the provisions of Section
856(d)(5) of the Code) a Related Interest in any of the entities
included in the Tenant List attached hereto as Schedule A, as
the same may be supplemented from time to time in accordance with the
Waiver Agreement.
	 
	 	(d)	 	Vornado agrees that, during the Waiver Period, it will not
increase its ownership in any of the entities included in the Tenant
List attached hereto without the prior consent of the Company, which
consent will be granted based on the analysis of the shareholdings of
all Exempt Holders.
	 
	 	(e)	 	Vornado shall not take any affirmative action in the future
that could reasonably be expected to cause the Company to be treated as
deriving “impermissible tenant service income” (within the meaning of
Section 856(d)(7) of the Code), provided that any “independent
contractor” for purposes of Section 856 of the Code is identified in
Schedule B attached hereto.




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	 	(f)	 	Vornado further represents and warrants to the Company that:






	 	(i)	 	as of the date of execution and delivery
hereof; it Beneficially Owns or Constructively Owns 0 shares of
Equity Stock of the Company; and
	 
	 	(ii)	 	no “individual” (as defined in Section
542(a)(2) of the Code) who “owns” (within the meaning of
Section 856(h)(1) of the Code) any of the shares of Equity
Stock of the Company covered by the Ownership Limit Waiver,
shall own shares of Equity Stock of the Company in an amount
greater than 9.8% (by number of shares or value, whichever is
more restrictive) of the total outstanding shares of Equity
Stock of the Company.






	 	(g)	 	The undersigned covenants to notify the Company promptly after
the undersigned obtains knowledge that any of the foregoing
representations (including any disclosures provided in connection with
its representation in (c) above) is or may no longer continue to be
accurate.





	 	 	 	 	 
	Dated:_________________ 	Vornado Realty L.P.

 	 
	 	By:  	Vornado Realty Trust
 	 
	 	 	General Partner 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Alan J. Rice 	 
	 	 	Title:  	Senior Vice President 	 



-8-









 






	 	 	 	 	 



SCHEDULE A TO THE CERTIFICATE




TENANT LIST




(i) Structure, LLC

3M Company

AboveNet Communications, Inc.

ABS Americas

ACS State & Local Solutions, Inc.

Adolphus Associates

Advance PCS, Inc.

Advanstar Communications, Inc.

AGC Automotive Americas Co.

Alice H. Vinton dba Vinton Realty

Allen Vaught

Allied International Credit Corp.

Allstate Insurance Co.

Alstom Power, Inc.

ALTA MIRA

American Electric Power

American Golf Corporation

American Savings Bank, F.S.B.

Amica Mutual Insurance Company

Aminex Corporation

Amy K.S. Fung

Anadarko Petroleum Corporation

Angell ML You

Ansys, Inc.

Antenna Audio, Inc.

Anthony L. Pace and Michael S. Moran

Applebee’s Services, Inc.

Apria Healthcare, Inc.

Arbor E&T, LLC

AS Watson(Health and Beauty Continental Europe)BV

ASM Lithography Inc.

Associated Billing Services, LLC

AT&T Corp.

AT&T Wireless Services, Inc.

Atlas Cold Storage America LLC

Avnet, Inc.

Avoplex Corporation

B Sheppard Consulting

Baker Hughes, Inc.

Bally Total Fitness of the Midwest, Inc.

Baltimore Area Convention and Visitors Association, Inc.

Bank of America

Bank of America NT & SA




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Bank One

Bank One Indiana, N.A.

Bank South N.A.

BASF Corporation

Bay Valley Foods, LLC

BCD Travel USA LLC

Bell South Mobility, Inc.

Best Buy Company, Inc

Bill “Bulldog” Cunningham

BI-LO, LLC

Biovail Pharmaceuticals, Inc.

BJC Health System

Blue Cross Blue Shield of South Carolina, Inc.

BMW Financial Services NA, LLC

BOMA adjustment

BP America Production Company

Brinker Corner Bakery II LLC

Brink’s, Inc.

Broadcast Services, Inc.

Brookshire Grocery

Brown Mackie College-Phoenix, Inc.

B-Squared, Inc.

Bull HN Information Systems, Inc.

CAC Group, Inc.

CAE SimuFlite, Inc.

Cafe 160

Cafeteria Legg

Cafeteria Operators LP

Cakewalk Weddings

California Preferred Credit Union

Capital One Services, Inc.

Capital Pacific Partners

Carlson Restaurants Worldwide, Inc.

Car-Tel Communications, Inc.

CDI Engineering Solutions Inc

CEVA Logistics US, Inc.

Chi Kan Leung

Chicago Bridge and Iron, Inc.

Circuit City Stores, Inc.

Cityspace Real Estate, Inc

Clayton Insurance Agency

Clegg Daniels & Petrey, LLC

Colliers Pinkard

Community First Bank

Compass Bank

Corinthian Colleges, Inc.




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Corning, Inc.

Corona Resources, LTD

Corporate Express Office Products, Inc.

Cox Communications, Inc.

CRS Insurance Group LLC

Cruise & Yost, LLC

CSI, Inc.

Cummins, Inc.

Daimler Chrysler Financial Services Americas, LLC

Damar Services, Inc.

Dana Commercial Vehicle Products, LLC

Dana Light Axle Products, LLC

Dana Structural Products, LLC

Darrell Lim and Company, Inc.

Dean Hamada and Jeffrey Engel dba Core Realty

Department of Navy

Diabetech, LP

Donna Reed, dba Donna’s Tattoo Shop

Doris Abe dba Tropic Beauty Salon

Dr. Marvin Winter DDS

Draftfcb, Inc.

East Dallas/Lakewood People

Economic Research Group

Edward F. Clarke

Edward Jones

Elder & Disability Law Firm PC

Electronic Data Systems, LLC

eLitigation Solutions, Inc.

Elizabeth Dolter

Employers Compensation Insurance Co.

Employers Reinsurance Corporation

Entergy Arkansas, Inc.

Entergy Gulf States

Entergy Services, Inc.

Envision Network Solutions

Eoh Enterprises LLC

Equant Inc.

Essex Group, Inc.

Exel Logistics, Inc.

Experian Information Solutions, Inc.

Falcon’s Nest

FAQ Hawaii, Inc.

Federal Express Corporation

Federal-Mogul Corporation

Ferris, Baker Watts, Inc.

Fidelity National




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Fisher Hawaii, Inc.

Fitness Center

Food Lion, Inc.

Forgreen Associates, Inc.

Frontier Corporation

FTJ FundChoice, LLC

Gabrielle Faletta

Galderma Laboratories L.P.

Gartner, Inc.

General Electric Company

Georgia Power Company

GFS Realty, Inc.

Glenn-Mar Rehabilitation

Global Healthcare Exchange

Great American Insurance Company

Grubb & Ellis

Hagemeyer North America, Inc.

Haggar Clothing Company

Harbor Freight Tools USA, Inc.

Harcourt Brace Jovanovich, Inc.

Harcourt, Inc.

Harriet Gay

Hartford Fire Insurance Company

Harvard Vanguard Medical Association

Hawaii Job Corp.

Hawaii Right To Life, Inc.

Hazel Davis

Hazel M. Yoichisako dba Miki’s Beauty Shop

Heidelberg Web Systems, Inc.

Henderson & Hundley, P.C.

Hnedak Bobo Group, Inc.

Holt & Hirsch

Honeywell International, Inc.

Honolulu Barber School, LTD.

IKON Office Solutions, Inc.

IMC Direct

Inflow, Inc.

Ingram Micro, L.P.

Internal Revenue Service

International Business Machines Corporation

Invensys Systems, Inc.

InVentiv Communications, Inc.

Jack F. Lewis, CPA

Jacky Wong dba Wong’s Photos

Jacobson Warehouse Company, Inc.

James E. Davis




-12-









 





James Hardie Building Products, Inc.

James J. Benes & Associates, Inc.

James Lee & Li-Ping LCP

Jane Shigemoto dba Star Beauty Shop

JC Telecom Solutions

Jennings Pacific

Joan Nishiguchi dba Joan’s Beauty Salon

John Jensen

John Micelli

John R. Allen

John W Higgins, DBA Higgins Development Partners

John Wiley & Sons, Inc.

Jones Apparel Group, Inc.

Jordan Associates, Inc.

Joseph Campbell Company

JP Morgan Chase Bank National Association

Kelsey-Hayes Company

Kenny & Markowitz

Kevin M. Connors Psy. D, Inc.

Kingswere Furniture

Kmart Corporation

Kohl’s Department Stores, Inc.

Kraft Foods North America, Inc.

KS Management Services, LLP

Lakewood Therapy, Inc

Laughlin, Falbo, Levy & Moresi LLP

Lay-Z-Boy Greensboro, Inc.

League of Women Voters

Leetex Construction

Legg Mason Tower, Inc

Leo Gary Williams and Tina Marie Williams

Let Us Copy, LLC

Libbey Glass, Inc.

Linens-N-Things, Inc.

Lithia Motors

Litton Loan Servicing LP

Loan Servicing, Inc

Lockheed Martin, Corp.

L’Oreal USA S/D, Inc.

Loriann Gordon Landscape

Lucent Technologies, Inc.

Macy’s Department Stores, Inc.

MAHLE Clevite, Inc.

Malone’s Food Stores

Management & Training Corporation

Marsh Supermarkets, Inc.




-13-









 





MDG Medical Inc.

Meador & Meador

Menke & Associates, Inc

Metris Direct, Inc.

Michael S.Nomura dba Nomura Designs

Middleburg, Riddle & Gianna

Miller Travel Inc.

Mimeo.com, Inc.

Mint Julip

Minyard Food Stores, Inc.

Modern Key Shop, Inc.

Money Management International

Montgomery County Management Company LLC

Morgan, Lewis & Bockius LLC

Motel 6 Operating L.P.

National Louis University

Nevada Power Company

New Cingular Wireless PCS, LLC

New Jersey Natural Gas Company

Newpark Drilling Fluids, Inc.

Nextel Communications of the Mid-Atlantic, Inc.

Nextel of Texas

Nextel West Corp.

Nissan Motor Acceptance Corporation

Northern Tile Co.

Northrop Grumman Systems Corporation

Northwest Pipeline Corporation

Oce Printing Systems USA, Inc.

ODW Logistics, Inc.

Office Suites Plus Properties, Inc

Ofie P. Valdez

Omnipoint Holdings, Inc.

Oncourt Offcourt, Ltd

Ong’s Family, Inc.

OSI Systems, Inc.

OTS survey Adjustment

Owens Corning Insulating Systems LLC

Owens Corning Roofing and Asphalt LLC

Owens Corning, Inc.

Pacific and Asian Heritage

Packet 360, Inc.

Parkway Chevrolet, Inc.

Parkway Corporation

Pathmark Stores, Inc.

Patterson Thoma Company, Inc

Payless Shoe Source, Inc.




-14-









 





PCC Natural Markets

PerkinElmer Instruments, LLC

Plastic Omnium Exteriors, LLC

Playboy Enterprises, Inc.

Praxair Healthcare Services, Inc

Primms, Inc.

Principal Life Insurance Company

Profiles Financial Group, Inc.

Prudential California Realty

Quickie Manufacturing Corporation

Raytheon Company

RE/MAX Results Realty

Riverland Credit Union

Rock Falls Country Market LLC

Rotron, Inc.

Royal Appliance Manufacturing Company

Rubber Duck Creative, LLC

Ruth W. Stidger

Safeway Stores, Inc.

Salon of Rochet Science. Inc.

Sam’s Real Estate Business Trust

Sanofi-aventis US, Inc.

Sansome Street Advisors

Save-A-Lot Ltd

Scott Carolson Real Estate

Scottrade, Inc

Sears Holding Corporation

Sears, Roebuck & Company

Sharon Teruya Cargo dba H&S Beauty Shoppe

Siemens Dematic Postal Automation, L.P.

Siemens Product Lifecycle Management Software, Inc.

Silver Spring Gardens, Inc.

SKF USA, Inc.

Skinwithin Services, LTD

SMS Research & Marketing SVCS, Inc.

Sony Electronics, Inc.

Spears & Spears P.C.

SprintCom, Inc.

Spunge

Starbucks Coffee Co.

State Farm

Steelcase, Inc.

Stellmacher & Sadoyama, LTD.

Sterling Vision of California

Storage

Summit Healthcare Management Res




-15-









 





Sun National Bank

Sun Trust Bank

Temic Automotive of North America, Inc.

Tenneco Automotive Operating Company, Inc.

Tetra Tech

Texas Neurology

TFC Services, Inc.

The Center Club, Inc.

The Hillman Group, Inc.

The Kroger Company

The McGraw-Hill Companies, Inc.

The Realty Company, Ltd.

The Shaw Group, Inc.

The Sygma Network, Inc.

The Visiting Nurse Association of Texas

The Wackenhut Corporation

Thomas & Libowitz, P.A.

Thompson, Rollins, Schwartz, and Borowski LLC

TI Group Automotive Systems, LLC

Time Customer Service, Inc.

Tina Marie Williams, dba Studio VIP

Ting Shin Corp.

Tower Automotive Operations USA I, Inc.

Training Development and Systems, Inc.

Transamerica Life Insurance Company

Transfair North America International Freight Services, Inc., d/b/a Transgroup Worldwide Logistics

Transocean Offshore Deepwater Drilling, Inc.

Travelers Express Company, Inc.

TXU Energy Retail Company, LLC

UINTA County Herald

Unilever Supply Chain, Inc.

Unisource Worldwide. Inc.

United Healthcare Services, Inc.

United Technologies Corporation

US Government

VC3, Inc.

Verizon Wireless

Victor Fujita

Vision Investment Group, LLC

VoiceStream PCS I Corporation

VoiceStream PCS II Corporation

Voicestream Wireless (TMobile)

W.M. Wright Company

Wachovia Bank N.A.

Walgreen Company




-16-









 





Washington Mutual Home Loans, Inc.

Wells Fargo Bank, N.A.

Wells Fargo Home Mortgage, Inc.

William D. Graue, Inc

Wilmer, Cutler & Pickering

Windell Investments

Winthrop Managment

Worldtravel Partners I, LLC

Worldwide Circuit Technology

Worthington Direct, Inc.

Xerox Corporation

Yogikyupa, Inc. aba Quickshop

Young Tai Company, LLC

Zwicker & Associates, PC




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SCHEDULE B TO THE CERTIFICATE




INDEPENDENT CONTRACTOR LIST




Billingsley Property Services, Inc. (Accor)

Colliers Monroe Friedlander (Honolulu)

Duke Realty Services (BMW)

Commercial Alliance (Mimeo)

Jones Lang LaSalle (AS Watson)

Pitcairn Property Management Svcs (6 Penn)

Schnitzer Northwest (Spacelabs)

Winthrop Management LP




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EXHIBIT B TO THE WAIVER AGREEMENT




TENANT LIST




Toys “R” Us

Alexanders, Inc.

Virgin Records




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EXHIBIT C TO THE WAIVER AGREEMENT




EXEMPT WAIVER HOLDERS





	 	1.	 	Apollo Real Estate Investment Fund III up to 18,687,236 shares of Equity Stock






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