contribution-agmt.htm


    Exhibit 10.5

     

     

    
      CONTRIBUTION
        AGREEMENT

      


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

       

      WITNESSETH:

       

      WHEREAS,
        Contributor is the owner of [description of interests];

       

      WHEREAS,
        Contributor desires to contribute all of its right, title and interest in
        and to
        [description of interests] (such right, title and interest being hereinafter
        referred to as the “Interests”) to the
        MLP in exchange for units of limited partnership interests in the MLP (the
        “Contribution”)
        all in accordance with the provisions of that certain Second Amended and
        Restated Agreement of Limited Partnership of MLP, dated December 31, 2006
        (the
“Partnership
        Agreement”);

       

      WHEREAS,
        immediately after the Contribution, the MLP will own the Interests;
        and

       

      NOW,
        THEREFORE, in consideration of the premises and the representations, warranties
        and agreements hereinafter contained, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties hereto agree as follows:

       

      1.      Capitalized
        Terms.  Capitalized terms used herein and not otherwise defined
        shall have the respective meanings ascribed thereto in the Partnership
        Agreement.

       

      2.      Contribution.  On
        and effective as of the date hereof, subject to the terms and conditions
        of this
        Agreement, Contributor hereby contributes, and the MLP hereby accepts, the
        Interests free and clear of all liens, claims, charges and encumbrances of
        any
        kind or nature whatsoever, other than the terms, covenants and provisions
        of
        this Agreement.

       

      3.     
        Consideration.  As
        consideration for the Contribution, the MLP hereby issues in accordance with
        Section 4.2.B(2) of the Partnership Agreement [__] units of limited partnership
        interests in the MLP to Contributor, which units are issued based on an Agreed
        Value of $________ and an average Daily Market Price of the REIT Shares for
        the
        twenty (20) Business Days preceding the date hereof of $____.

       

      4.      Representations
        and
        Warranties of Contributor.

       

      (a) Organization
        and
        Authority.   Contributor is duly organized, validly
        existing and in good standing under the laws of its jurisdiction and
        has

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      all
        requisite partnership power and authority to execute, deliver and perform
        this
        Agreement and to consummate the transaction contemplated
        hereby.  Contributor has duly taken all action necessary to authorize
        the execution, delivery and performance of this Agreement.

       

      (b) No
        Conflict.   Neither the execution of this Agreement nor
        the consummation by Contributor of the transaction contemplated hereby will
        contravene the certificate of limited partnership or the partnership agreement
        of Contributor or will constitute a violation of or a default under, or conflict
        with or require a consent under, any contract, commitment, agreement,
        understanding, arrangement, restriction, law, statute, rule, regulation,
        judgment, order, injunction, suit, action or proceeding of any kind to which
        Contributor is a party or by which Contributor or any of its assets is
        bound.

       

      (c) Valid
        Agreement.  This Agreement has been duly executed and delivered
        by Contributor and (assuming it is a legal, valid and binding obligation
        of the
        MLP), is the legal, valid and binding obligation of Contributor, enforceable
        against Contributor in accordance with its terms, except as such enforcement
        may
        be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization,
        moratorium or similar laws affecting creditors’ rights and remedies generally
        and by general principles of equity, regardless of whether enforcement is
        sought
        in a proceeding at law or in equity.

       

      (d) Title
        to
        Interests.  Contributor represents and warrants to the MLP that
        Contributor has good and marketable title to the Interests, is the record
        and
        beneficial owner of the Interests and has the right to transfer the
        Interests.  Upon the Contribution, the Interests are, and will be,
        free and clear of any encumbrances and liens.

       

      5.      Representations
        and
        Warranties of the MLP.

       

      (a) Organization
        and
        Authority.  The MLP is duly organized, validly existing and in
        good standing under the laws of its jurisdiction and has all requisite
        partnership or other power and authority to execute, deliver and perform
        this
        Agreement and to consummate the transaction contemplated hereby.  The
        MLP has duly taken all action necessary to authorize the execution, delivery
        and
        performance of this Agreement.

       

      (b) No
        Conflict.   Neither the execution of this Agreement nor
        the consummation by the MLP of the transaction contemplated hereby will
        contravene the certificate of limited partnership of Contributor or the
        Partnership Agreement or will constitute a violation of or a default under,
        or
        conflict with or require a consent under, any contract, commitment, agreement,
        understanding, arrangement, restriction, law, statute, rule, regulation,
        judgment, order, injunction, suit, action or proceeding of any kind to which
        the
        MLP is a party or by which the MLP or any of its assets is bound.

       

      (c) Valid
        Agreement.  This Agreement has been duly executed and delivered
        by the MLP and (assuming it is a legal, valid and binding obligation
        of

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Contributor),
        is the legal, valid and binding obligation of the MLP, enforceable against
        the
        MLP in accordance with its terms, except as such enforcement may be limited
        by
        any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
        or
        similar laws affecting creditors’ rights and remedies generally and by general
        principles of equity, regardless of whether enforcement is sought in a
        proceeding at law or in equity.

       

      6.      Miscellaneous.

       

      (a) Further
        Actions.  Each party shall execute and deliver such
        certificates and other documents and take such other actions as may reasonably
        be requested by the other parties in order to consummate or implement the
        transactions contemplated by this Agreement.

       

      (b) Assignment.  This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their respective successors and permitted assigns, but shall not be assignable,
        by operation of law or otherwise, by any party without the prior written
        consent
        of the other party.

       

      (c) Counterparts.  This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original but all of which together will constitute one and the
        same
        instrument.  A facsimile, telecopy or other reproduction of this
        Agreement may be executed by one or more parties hereto, and an executed
        copy of
        this Agreement may be delivered by one or more parties hereto by facsimile
        or
        similar instantaneous electronic transmission device pursuant to which the
        signature of or on behalf of such party can be seen, and such execution and
        delivery shall be considered valid, binding and effective for all purposes
        as of
        the date first written above.  At the request of any party hereto, all
        parties hereto agree to execute an original of this Agreement as well as
        any
        facsimile, telecopy or other reproduction hereof.

       

      (d) Governing
        Law.  This Agreement shall be governed by and construed in
        accordance with the internal laws of the State of New York, without regard
        to
        the conflicts of law principles of such State.

       

      [Signature
        Page Follows]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS
        AGREEMENT has been signed by each of the parties hereto as of the date first
        set
        forth above.

       

      CONTRIBUTOR

       

      By:           
        ____________________________

      Joseph
        S. Bonventre

      Senior
        Vice President

      


       

      THE
        LEXINGTON MASTER LIMITED PARTNERSHIP

       

      By:
        Lex
        GP-1 Trust, its general partner

       

      By:           
        ____________________________

      Joseph
        S. Bonventre

      Senior
        Vice President