amend1-purchase.htm


    
      Exhibit
        10.4

       

       

      EXECUTION
        COPY

    

     

     

    
      AMENDMENT
        NO. 1 TO

      PURCHASE
        AND SALE
        AGREEMENT

       

      THIS
        AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (“Amendment”) is made as of
        the
        20th day of December, 2007, between The Lexington Master Limited Partnership,
        a
        Delaware limited partnership (“LMLP”), and Net Lease
        Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

       

      RECITALS

       

      A.           
        LMLP and the Partnership have previously entered into a certain Purchase
        and
        Sale Agreement, dated as of August 10, 2007 (the “Agreement”), having as the
        subject matter the sale of property or properties and direct or indirect
        interests in owners of property or properties as set forth on Schedule 1
        of the
        Agreement.

       

      B.           
        Except as expressly provided herein, all capitalized terms shall have the
        same
        meanings as set forth in the Agreement.

       

      B.           
        LMLP and the Partnership desire to modify and amend the Agreement pursuant
        to
Section 6.3 of
        the Agreement.

       

      NOW
        THEREFORE, in consideration of the mutual covenants and agreements contained
        in
        the Agreement and this Amendment and for other good and valuable consideration,
        the receipt and sufficiency of which are hereby acknowledged, the parties
        hereto
        agree as follows:

       

      1.1 
        Section
        1. From and after January 1, 2008, the definition of “Tenant Estoppels”
set
        forth in Section 1 of the Agreement is hereby deleted in its entirety and
        replaced with the following:

       

      “Tenant
        Estoppels”  means estoppel certificates dated within 30 days of
        a Closing with respect to the Property to which it relates from tenants of
        a
        Property or Properties, substantially in the form of Exhibit B attached
        hereto or in such other form as may be attached to the applicable
        Lease.

       

      1.2 Section
        2.  Section 2 of the Agreement is hereby amended by adding Section
        2.17 as follows:

       

      2.17  With
        respect to the Tenant Estoppels identified on Schedule 2.17
        attached hereto that were executed before the date hereof (the “Existing Tenant
        Estoppels”): (i) all payments of rent required to be paid by the Tenant
        under each Lease as of December 1, 2007 has been paid, (ii) as of December
        14,
        2007, the information contained in each of the Existing Tenant Estoppels
        is
        true, correct and complete in all material respects and (iii) to LMLP’s
        knowledge, at the date hereof the information contained in each of the Existing
        Tenant Estoppels is true, correct and complete in all material
        respects.  Notwithstanding anything herein or in the Partnership
        Agreement to the contrary, this Section 2.17 shall
        become null and void with respect to a Lease and a Tenant Estoppel when a
        Tenant
        Estoppel dated after the date hereof covering the applicable items in (i),
        (ii)
        and (iii) of the

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      immediately
        preceding sentence is delivered by LMLP to the Partnership and Inland; provided, however,
        that this
Section 2.17
        will only become null and void with respect to a Lease if each such Tenant
        Estoppel dated after the date hereof is in the same form and substance and
        containing substantially the same information (or contains changes having
        no
        more than a de minimis effect) as its corresponding Existing Tenant Estoppel
        except to the extent that any such changes have been disclosed to Inland
        and the
        Partnership in writing prior to the date hereof.

      


      1.3 Schedule
        1.  Schedule
        1 is hereby
        amended by deleting it in its entirety and replacing it with Schedule 1
        hereto.

       

      1.4 Schedule
        2.  Schedule
        2 is hereby
        amended by deleting it in its entirety and replacing it with Schedule 2
        hereto.

       

      1.5 Schedule
        2.5.  Schedule
        2.5 is
        hereby amended by deleting it in its entirety and replacing it with Schedule 2.5
        hereto.

       

      1.6 Schedule
        2.8.  Schedule
        2.8 is
        hereby amended by deleting it in its entirety and replacing it with Schedule 2.8
        hereto.

       

      1.7 Schedule
        4.2.  Schedule
        4.2 is
        hereby amended by deleting it in its entirety and replacing it with Schedule 4.2
        hereto.

       

      1.8 No
        Further
        Amendment.  Except as expressly provided for in this Amendment,
        the Agreement is in full force and effect and in accordance with its terms
        and
        is not further amended.

       

      1.9 Counterparts.  This
        Amendment may be executed in multiple counterparts and by facsimile signatures,
        each of which shall be deemed to be an original, but all of which together,
        when
        fully executed shall constitute the same Amendment. 

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed on their behalf as of the date first above written.

       

      THE
        LEXINGTON MASTER LIMITED 
PARTNERSHIP, a Delaware limited
        Partnership

      


      By:
        Lex
        GP-1 Trust, a Delaware statutory trust, its 
general partner

      


      By:    
        /s/ Brendan P.
        Mullinix                                                   


      Name: Brendan
        P.
        Mullinix                                                       


      Title: 
        Executive Vice
        President                                              
 

       

      


      NET
        LEASE
        STRATEGIC ASSETS FUND L.P., a 
Delaware limited partnership

      


      By:         
        LMLP GP, a Delaware limited

      partnership,
        its general
        partner

       

      
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                              
 


        

      

      


                                            
        

      


      


      


      The
        undersigned LMLP Sale Affiliates, severally and solely with respect to the
        Sold
        Asset or Sold Assets set forth opposite their respective name on Schedule 1 hereto,
        agree to sell such Sold Asset or Sold Asset subject to and in accordance
        with
        the terms and conditions of the Agreement and this Amendment:

      


      LSAC
        Operating Partnership L.P.

      


      By:
        LSAC
        General Partner LLC

      


      


      
        By:    
          /s/ Brendan P.
          Mullinix                                                   


        Name: Brendan
          P.
          Mullinix                                                       


        Title: 
          Executive Vice
          President                                              
 

      

                                                             
        

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Lexington
        Contributions, Inc.

      


      


      
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                    
            

        

      

      


      Lexington
        TIC OK Holdings L.P.

      


      By:
        Lexington TIC OK LLC, its general partner

      


       
        
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                                       
            

        

      

      


      Texan
        Christensen Limited Partnership

      


      By:
        Lexington BHI Trust, its general partner

      


       
        
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                          
            

        

      

      


      Texan
        Training Limited Partnership

      


      By:
        Lexington BHI Trust, its general partner

      


       

      
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                                       
            

        

      

      


      Texan
        Petrolite Limited Partnership

      


      By:
        Lexington BHI Trust, its general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                 

        

         

         

                                             
          

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Triple
        Net Investment Company LLC

      


       

      
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                           
            

        

      

      


      


      Net
        3 Acquisition L.P.

      


      By:
        Lex
        GP-1 Trust, its general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                               
            

        

      

      


      Lepercq
        Corporate Income Fund L.P.

      


      By:
        Lex
        GP-1 Trust, its general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                             
            

        

      

      


      


      Lexington
        Elizabethtown 750 Corp.

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                          
            

        

      

      


      


      Lexington
        Elizabethtown 730 Corp.

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                
            

        

      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Lexington
        Dry Ridge Corp.

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                      
            

        

      

      


      Lexington
        Hopkinsville Corp.

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                           
            

        

      

      


      


      Lexington
        Owensboro Corp.

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                                
            

        

      

      


      Lexington
        Acquiport Company II, LLC

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                        
            

        

      

      


      


      Union
        Hills Associates

      


      By:
        Union
        Hills Associates II, its managing general partner

      


      By:
        Lexington Realty Trust, its managing general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                                 
            

        

      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Lexington
        Foxboro I LLC

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                             
            

        

      

      


      Westport
        View Corporate Center L.P.

      


      By:
        Lexington Westport LLC, its general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                       
            

        

      

      


      Lexington
        Realty Trust

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                               
            

        

      

      


      


      Lexington
        Realty Advisors, Inc.

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                              
            

        

      

      


      LXP
        I, L.P.

      


      By:
        LXP I
        Trust, its general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                          
            

        

      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      North
        Tampa Associates

      


      By:
        Lexington Realty Trust, its managing general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                      
            

        

      

      


      Lexington
        Texas Holdings L.P.

      


      By;
        Lexington Texas Holdings Manager LLC, its general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                 

        

      

      


      Lepercq
        Corporate Income Fund II L.P.

      


      By:
        Lex
        GP-1 Trust, its general partner

      


       
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                                   
            

        

      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      


      SCHEDULE
        1

       

      


      


      


      
        	
                Property

              	 	 	 	 	 	 	 
	
                Type

              	
                Primary
                  Tenant

                
                

              	
                Address

                
                

              	
                Net

Prorations
                  
and 
Adjustments 
(See 
Attached)

                
                

              	
                Purchase
                  
Price

                
                

              	
                Loans

                
                

              	
                Sold
                  Assets

                
                

              	
                Owner

                
                

              	
                GP/Manager
                  Entity

                
                

              	
                LMLP
                  Sale
                  Affiliate

                
                

              
	
                Fee
                  interest

                
                

              	
                American
                  Golf 
Corporation

                
                

              	
                11411
                  N. Kelly Avenue, Oklahoma City, Oklahoma

                
                

              	 	 	
                --

                
                

              	
                100%
                  membership interest in LSAC Oklahoma City Manager LLC and 100 limited
                  partnership interest in LSAC Oklahoma L.P.

                
                

              	
                LSAC
                  Oklahoma City L.P.

                
                

              	
                LSAC
                  Oklahoma Manager LLC

                
                

              	
                LSAC
                  Operating Partnership L.P.

                
                

              
	
                Leasehold
                  
interest

                
                

              	
                ASML
                  
Lithography 
Holding NV

                
                

              	
                8555
                  South River Parkway, Tempe, Arizona

                
                

              	 	 	
                $13,415,219.10

                
                

              	
                100%
                  membership interest in Lexington Tempe Manager LLC and 100% limited
                  partnership interest in Lexington Tempe L.P.

                
                

              	
                Lexington
                  Tempe L.P.

                
                

              	
                Lexington
                  Tempe Manager LLC

                
                

              	
                Lexington
                  Contributions, Inc.

                
                

              
	
                40%
                  tenancy-
in-common 
interest

                
                

              	
                AT&T
                  Wireless 
Services, Inc.

                
                

              	
                3201
                  Quail Springs Parkway, Oklahoma City, Oklahoma

                
                

              	 	 	
                $14,748,872.00

                
                

              	
                100%
                  membership interest in Lexington Oklahoma City Manager LLC

                
                

              	
                Lexington
                  Oklahoma City L.P.

                
                

              	
                Lexington
                  Oklahoma City Manager LLC

                
                

              	
                Lexington
                  TIC OK Holdings L.P.

                
                

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                   

                  
                  

                	
                   

                  
                  

                	 	 	
                   

                  
                  

                	
                  and
                    100% limited partnership interest in Lexington Oklahoma City
                    L.P.

                  
                  

                	
                   

                  
                  

                	
                   

                  
                  

                	
                   

                  
                  

                
	
                  Fee
                    interest

                  
                  

                	
                  Baker
                    Hughes, 
Inc.

                  
                  

                	
                  9110
                    Grogans Mill Road, Houston, Texas

                  
                  

                	 	 	
                  $23,650,170.60

                  
                  

                	
                  100%
                    membership interest in NLSAF BHI GP LLC (after conversion of
                    Lexington BHI
                    Trust) and 99.5% limited partnership interest in Texan Christensen
                    Limited
                    Partnership

                  
                  

                	
                  Texan
                    Christensen Limited Partnership

                  
                  

                	
                  LLC
                    (after conversion of Lexington BHI Trust)

                  
                  

                	
                  Lexington
                    Realty Trust

                  
                  

                
	
                  Fee
                    interest

                  
                  

                	
                  Baker
                    Hughes, 
Inc.

                  
                  

                	
                  2529
                    West Thorne Drive, Houston, Texas

                  
                  

                	 	 	
                  $7,217,561.16

                  
                  

                	
                  100%
                    membership interest in NLSAF BHI GP LLC (after conversion of
                    Lexington BHI
                    Trust) and 99.5% limited partnership interest in Texan Training
                    Limited
                    Partnership

                  
                  

                	
                  Texan
                    Training Limited Partnership

                  
                  

                	
                  LLC
                    (after conversion of Lexington BHI Trust)

                  
                  

                	
                  Lexington
                    Realty Trust

                  
                  

                
	
                  Fee
                    interest

                  
                  

                	
                  Baker
                    Hughes, 
Inc.

                  
                  

                	
                  12645
                    West Airport Road, Sugarland, Texas

                  
                  

                	 	 	
                  $16,371,694.47

                  
                  

                	
                  100%
                    membership interest in NLSAF BHI GP LLC (after conversion of


                  
                  

                	
                  Texan
                    Petrolite Limited Partnership

                  
                  

                	
                  LLC
                    (after conversion of Lexington BHI Trust)

                  
                  

                	
                  Lexington
                    Realty Trust

                  
                  

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
         

        
          
            	
                     

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  	 	 	
                     

                    
                    

                  	
                    Lexington
                      BHI Trust) and 99.5% limited partnership interest in Texan
                      Petrolite
                      Limited Partnership

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Bay
                      Valley 
Foods, LLC

                    
                    

                  	
                    2935
                      Van Vactor Way, Plymouth, Indiana

                    
                    

                  	 	 	
                    $6,609,133.18

                    
                    

                  	
                    100%
                      membership interest in LSAC Plymouth Manager LLC and 100% limited
                      partnership interest in LSAC Plymouth L.P.

                    
                    

                  	
                    LSAC
                      Plymouth L.P.

                    
                    

                  	
                    LSAC
                      Plymouth Manager LLC

                    
                    

                  	
                    LSAC
                      Operating Partnership L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    CAE
                      Simuflite, 
Inc. (CAE Inc.)

                    
                    

                  	
                    29
                      South Jefferson Road, Hanover, New Jersey

                    
                    

                  	 	 	
                    $16,719,188.84

                    
                    

                  	
                    100%
                      membership interest in LSAC Morris County Manager LLC and 100%
                      limited
                      partnership interest in LSAC Morris County L.P.

                    
                    

                  	
                    LSAC
                      Morris County L.P.

                    
                    

                  	
                    LSAC
                      Morris County L.P.

                    
                    

                  	
                    LSAC
                      Operating Partnership L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Corning,
                      Inc.

                    
                    

                  	
                    736
                      Addison Road, Erwin, New York

                    
                    

                  	 	 	
                    $9,357,883.09

                    
                    

                  	
                    100%
                      membership interest in Lexington TNI Erwin Manager LLC and
                      100% limited
                      partnership interest in Lexington TNI Erwin L.P.

                    
                    

                  	
                    Lexington
                      TNI Erwin L.P.

                    
                    

                  	
                    Lexington
                      TNI Erwin Manager LLC

                    
                    

                  	
                    Triple
                      Net Investment Company LLC

                    
                    

                  


          

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        
          
            	
                    Fee
                      interest

                    
                    

                  	
                    Cox
                      
Communications, 
Inc.

                    
                    

                  	
                    1440
                      East 15th
                      Street, Tucson, Arizona

                    
                    

                  	 	 	
                    $2,275,658.74

                    
                    

                  	
                    100%
                      membership interest in Net 2 Cox LLC

                    
                    

                  	
                    Net
                      2 Cox LLC

                    
                    

                  	 	
                    Net
                      3 Acquisition  L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Dana
                      
Corporation

                    
                    

                  	
                    6938
                      Elm Valley Drive, Kalamazoo, Michigan

                    
                    

                  	 	 	
                    $17,340,367.78

                    
                    

                  	
                    100%
                      membership interest in Lexington Kalamazoo Manager LLC and
                      100% limited
                      partnership interest in Lexington Kalamazoo L.P.

                    
                    

                  	
                    Lexington
                      Kalamazoo L.P.

                    
                    

                  	
                    Lexington
                      Kalamazoo Manager LLC

                    
                    

                  	
                    Lepercq
                      Corporate Income Fund L.P.

                    
                    

                  
	
                    Leasehold
                      interest

                    
                    

                  	
                    Dana
                      
Corporation

                    
                    

                  	
                    730
                      North Black Branch Road, Elizabethtown, Kentucky

                    
                    

                  	 	 	
                    $4,694,433.14

                    
                    

                  	
                    100%
                      interest NLSAF Elizabethtown 730 Mezz LLC (after conversion
                      of Lexington
                      Elizabethtown 730 Corp.)

                    
                    

                  	
                    NLSAF
                      Elizabethtown 730 LLC (after conversion of Lexington Elizabethtown
                      730
                      Corp.)

                    
                    

                  	 	
                    Lexington
                      Realty Trust

                    
                    

                  
	
                    Leasehold
                      interest

                    
                    

                  	
                    Dana
                      
Corporation

                    
                    

                  	
                    750
                      North Black Branch Road, Elizabethtown, Kentucky

                    
                    

                  	 	 	
                    $24,923,414.82

                    
                    

                  	
                    100%
                      interest NLSAF Elizabethtown 750 Mezz LLC (after conversion
                      of Lexington
                      Elizabethtown 750 Corp.)

                    
                    

                  	
                    NLSAF
                      Elizabethtown 750 LLC (after conversion of Lexington Elizabethtown
                      750
                      Corp.)

                    
                    

                  	 	
                    Lexington
                      Realty Trust

                    
                    

                  
	
                    Leasehold
                      interest

                    
                    

                  	
                    Dana
                      
Corporation

                    
                    

                  	
                    10000
                      Business Boulevard, Dry Ridge, Kentucky

                    
                    

                  	 	 	
                    $11,805,918.47

                    
                    

                  	
                    100%
                      interest NLSAF Dry Ridge Mezz LLC (after conversion of Lexington
                      Dry
                      Ridge

                    
                    

                  	
                    NLSAF
                      Dry Ridge LLC (after conversion of Lexington Dry Ridge Corp.)

                    
                    

                  	 	
                    Lexington
                      Realty Trust

                    
                    

                  


          

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        
          
            	
                     

                    
                    

                  	
                     

                    
                    

                  	
                  	 	 	
                     

                    
                    

                  	
                    Corp.)

                    
                    

                  	
                     

                    
                    

                  	 	
                     

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Dana
                      
Corporation

                    
                    

                  	
                    301
                      Bill Byran Boulevard, Hopkinsville, Kentucky

                    
                    

                  	 	 	
                    $14,603,212.19

                    
                    

                  	
                    100%
                      interest NLSAF Hopkinsville Mezz LLC (after conversion of Lexington
                      Hopkinsville Corp.)

                    
                    

                  	
                    NLSAF
                      Hopkinsville LLC (after conversion of Lexington Hopkinsville
                      Corp.)

                    
                    

                  	 	
                    Lexington
                      Realty Trust

                    
                    

                  
	
                    Leasehold
                      
interest

                    
                    

                  	
                    Dana
                      
Corporation

                    
                    

                  	
                    4010
                      Airpark Drive, Owensboro, Kentucky

                    
                    

                  	 	 	
                    $10,558,679.56

                    
                    

                  	
                    100%
                      interest NLSAF Owensboro Mezz LLC (after conversion of Lexington
                      Owensboro
                      Corp.)

                    
                    

                  	
                    NLSAF
                      Owensboro LLC (after conversion of Lexington Owensboro Corp.)

                    
                    

                  	 	
                    Lexington
                      Realty Trust

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Georgia
                      Power 
Company

                    
                    

                  	
                    2500
                      Patrick Henry Parkway, McDonough, Georgia

                    
                    

                  	 	 	
                    $12,675,000.00

                    
                    

                  	
                    100%
                      membership interest in Acquiport McDonough Manager LLC and
                      99.5% limited
                      partnership interest in Acquiport McDonough L.P.

                    
                    

                  	
                    Acquiport
                      McDonough L.P.

                    
                    

                  	
                    Acquiport
                      McDonough Manager LLC

                    
                    

                  	
                    Lexington
                      Acquiport Company II, LLC

                    
                    

                  
	
                    Fee
                      interest 
(excluding 
the Released 
Parcel)

                    
                    

                  	
                    Honeywell,
                      Inc.

                    
                    

                  	
                    19019
                      N. 59th
                      Avenue, Glendale, Arizona

                    
                    

                  	 	 	
                    $14,149,680.39

                    
                    

                  	
                    100%
                      interest in Lexington Manager Glendale LLC

                    
                    

                  	
                    Lexington
                      Glendale LLC

                    
                    

                  	
                    Lexington
                      Glendale Manager LLC

                    
                    

                  	
                    Union
                      Hills Associates

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    (i)Structure,
                      LLC (Infocrossing, 
Inc.)

                    
                    

                  	
                    11707
                      Miracle Hills Drive, Omaha, Nebraska

                    
                    

                  	 	 	
                    $8,850,197.37

                    
                    

                  	
                    100%
                      membership interest in LSAC Omaha Manager 

                    
                    

                  	
                    LSAC
                      Omaha L.P.

                    
                    

                  	
                    LSAC
                      Omaha Manager LLC

                    
                    

                  	
                    LSAC
                      Operating Partnership L.P.

                    
                    

                  


          

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        
          
            	
                     

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  	 	 	
                     

                    
                    

                  	
                    LLC
                      and 100% limited partnership interest in LSAC Omaha L.P.

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  
	
                    Leasehold
                      
interest

                    
                    

                  	
                    (i)Structure,
                      LLC (Infocrossing, 
Inc.)

                    
                    

                  	
                    2005
                      East Technology Circle, Tempe, Arizona

                    
                    

                  	 	 	
                    $8,358,519.58

                    
                    

                  	
                    100%
                      membership interest in LSAC Tempe Manager LLC and 100% limited
                      partnership
                      interest in LSAC Tempe L.P.

                    
                    

                  	
                    LSAC
                      Tempe L.P.

                    
                    

                  	
                    LSAC
                      Tempe Manager LLC

                    
                    

                  	
                    LSAC
                      Operating Partnership L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Ivensys
                      Systems, 
Inc. (Siebe, Inc.)

                    
                    

                  	
                    70
                      Mechanic Street, Foxboro, Massachusetts

                    
                    

                  	 	 	
                    $14,090,991.79

                    
                    

                  	
                    100%
                      membership interest in Lexington Foxboro I LLC

                    
                    

                  	
                    Lexington
                      Foxboro I LLC

                    
                    

                  	 	
                    Lepercq
                      Corporate Income Fund L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Kelsey-Seybold
                      
Clinic (St. Lukes 
Episcopal Health 
System)

                    
                    

                  	
                    11555
                      University Boulevard, Houston, Texas

                    
                    

                  	 	 	
                    $9,788,652.45

                    
                    

                  	
                    100%
                      membership interest in Lexington Sugarland Manager LLC and
                      100% limited
                      partnership interest in Lexington Sugarland L.P.

                    
                    

                  	
                    Lexington
                      Sugarland L.P.

                    
                    

                  	
                    Lexington
                      Sugarland Manager LLC

                    
                    

                  	
                    Westport
                      View Corporate Center L.P.

                    
                    

                  
	
                    Fee
                      interest 
(currently 
under contract)

                    
                    

                  	
                    Litton
                      Loan 
Servicing L.P. 
(Credit-Based 
Asset Servicing 
and
                      
Securitization 
LLC)

                    
                    

                  	
                    3500
                      North Loop Court, McDonough, Georgia

                    
                    

                  	 	 	
                    --

                    
                    

                  	
                    100%
                      membership interest in NLSAF McDonough Manager LLC and 100%
                      limited
                      partnership 

                  	
                    NLSAF
                      McDonough L.P.

                    
                    

                  	
                    NLSAF
                      McDonough Manager LLC

                    
                    

                  	
                    Lexington
                      Realty Trust

                    
                    

                  


          

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        
          
            	
                     

                  	
                     

                    
                    

                  	
                  	 	 	
                     

                    
                    

                  	
                    interest
                      in NLSAF McDonough L.P.

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  	
                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Montgomery
                      
County 
Management, 
LLC

                    
                    

                  	
                    17191
                      St. Lukes Way, Woodlands, Texas

                    
                    

                  	 	 	
                    $7,500,000.00

                    
                    

                  	
                    100%
                      membership interest in LSAC Woodlands Manager LLC and 99.5%
                      limited
                      partnership interest in LSAC Woodlands L.P.

                    
                    

                  	
                    LSAC
                      Woodlands L.P.

                    
                    

                  	
                    LSAC
                      Woodlands L.P.

                    
                    

                  	
                    LSAC
                      Operating Partnership L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Nextel
                      of Texas

                    
                    

                  	
                    1600
                      Eberhardt Road, Temple, Texas

                    
                    

                  	 	 	
                    $8,799,283.19

                    
                    

                  	
                    100%
                      membership interest in Lexington Temple Manager  Trust and 99%
                      limited partnership interest in Lexington Temple L.P.

                    
                    

                  	
                    Lexington
                      Temple L.P.

                    
                    

                  	
                    Lexington
                      Temple Manager Trust (which will be converted to Lexington
                      Temple Manager,
                      LLC thereafter)

                    
                    

                  	
                    Lexington
                      Realty Trust

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Nextel
                      West 
Corporation

                    
                    

                  	
                    6455
                      State Highway 303 N.E., Bremerton, Washington

                    
                    

                  	 	 	
                    $6,503,818.18

                    
                    

                  	
                    100%
                      membership interest in Lexington Bremerton Manager LLC

                    
                    

                  	
                    Lexington
                      Bremerton LLC

                    
                    

                  	
                    Lexington
                      Bremerton Manager LLC

                    
                    

                  	
                    Lexington
                      Realty Trust

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Northrop
                      
Grumman 
Systems Corp.

                    
                    

                  	
                    3943
                      Denny Avenue, Pascagoula, Mississippi

                    
                    

                  	 	 	
                    --

                    
                    

                  	
                    100%
                      membership interest in LSAC Pascagoula Manager LLC and 100%
                      limited
                      partnership interest in LSAC 

                    
                    

                  	
                    LSAC
                      Pascagoula L.P.

                    
                    

                  	
                    LSAC
                      Pascagoula Manager LLC

                    
                    

                  	
                    LSAC
                      Operating Partnership L.P.

                    
                    

                  


          

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        
          
            	
                     

                    
                    

                  	
                  	
                     

                    
                    

                  	 	 	
                     

                    
                    

                  	
                    Pascagoula
                      L.P.

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Omnipoint
                      
Holdings, Inc. 
(T-Mobile USA, 
Inc.)

                    
                    

                  	
                    133
                      First Park Drive, Oakland, Maine

                    
                    

                  	 	 	
                    $10,270,681.91

                    
                    

                  	
                    100%
                      membership interest in Acquiport Oakland Manager LLC and 100%
                      limited
                      partnership interest in Acquiport Oakland L.P.

                    
                    

                  	
                    Acquiport
                      Oakland L.P.

                    
                    

                  	
                    Acquiport
                      Oakland Manager LLC

                    
                    

                  	
                    Lexington
                      Acquiport Company II, LLC

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Owens
                      Corning

                    
                    

                  	
                    1901
                      49th
                      Avenue, Minneapolis, Minnesota

                    
                    

                  	 	 	
                    --

                    
                    

                  	
                    100%
                      membership interest in Lexington Minneapolis L.L.C.

                    
                    

                  	
                    Lexington
                      Minneapolis L.L.C.

                    
                    

                  	 	
                    Lepercq
                      Corporate Income Fund L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Parkway
                      
Chevrolet, Inc.

                    
                    

                  	
                    25500
                      SH 249, Tomball, Texas

                    
                    

                  	 	 	
                    $9,344,673.76

                    
                    

                  	
                    100%
                      membership interest in LSAC Tomball Manager LLC and 100% limited
                      partnership interest in LSAC Tomball L.P.

                    
                    

                  	
                    LSAC
                      Tomball L.P.

                    
                    

                  	
                    LSAC
                      Tomball Manager LLC

                    
                    

                  	
                    LSAC
                      Operating Partnership L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Seimens
                      Dematic 
Postal Automation

                    
                    

                  	
                    1404-1501
                      Nolan Ryan Parkway, Arlington, Texas

                    
                    

                  	 	 	
                    $21,010,306.55

                    
                    

                  	
                    100%
                      membership interest in Lexington Arlington Manager LLC and
                      99.5% limited
                      partnership interest in Lexington

                    
                    

                  	
                    Lexington
                      Arlington L.P.

                    
                    

                  	
                    Lexington
                      Arlington Manager LLC

                    
                    

                  	
                    Lexington
                      Acquiport Company II, LLC

                    
                    

                  


          

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        
          
            	
                     

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  	 	 	
                     

                    
                    

                  	
                    Arlington
                      L.P.

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  	
                     

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Silver
                      Spring 
Gardens, Inc. 
(Huntsinger 
Farms, Inc.)

                    
                    

                  	
                    2424
                      Alpine Road, Eau Claire, Wisconsin

                    
                    

                  	 	 	
                    --

                    
                    

                  	
                    100%
                      membership interest in LSAC Eau Claire Manager LLC and 100%
                      limited
                      partnership interest in LSAC Eau Claire L.P.

                    
                    

                  	
                    LSAC
                      Eau Claire L.P.

                    
                    

                  	
                    LSAC
                      Eau Claire Manager LLC

                    
                    

                  	
                    LSAC
                      Operating Partnership L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    SKF
                      USA Inc.

                    
                    

                  	
                    324
                      Industrial Park Road, Franklin, North Carolina

                    
                    

                  	 	 	
                    $1,508,477.25

                    
                    

                  	
                    Fee
                      interest

                    
                    

                  	
                    Lexington
                      Realty Trust

                    
                    

                  	 	
                    Lexington
                      Realty Trust

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Sygma
                      Network, 
Inc. (Sysco 
Corporation)

                    
                    

                  	
                    3600
                      Southgate Drive, Danville, Illinois

                    
                    

                  	 	 	
                    $6,217,205.68

                    
                    

                  	
                    100%
                      membership interest in Lexington Danville LLC

                    
                    

                  	
                    Lexington
                      Danville LLC

                    
                    

                  	 	
                    Lexington
                      Realty Advisors, Inc.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Tenneco
                      
Automotive 
Operation 
Company 
(Tenneco 
Automotive
                      Inc.)

                    
                    

                  	
                    904
                      Industrial Road, Marshall, Michigan

                    
                    

                  	 	 	
                    --

                    
                    

                  	
                    Fee
                      interest

                    
                    

                  	
                    LXP
                      I, L.P.

                    
                    

                  	 	
                    LXP
                      I, L.P.

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    Time
                      Customer 
Service, Inc. 
(Time, Inc.)

                    
                    

                  	
                    10419
                      North 30th
                      Street, Tampa, Florida

                    
                    

                  	 	 	
                    $7,978,117.35

                    
                    

                  	
                    Fee
                      interest

                    
                    

                  	
                    North
                      Tampa Associates

                    
                    

                  	 	
                    North
                      Tampa Associates

                    
                    

                  
	
                    Fee
                      interest

                    
                    

                  	
                    TRW,
                      Inc. (Experian Information Solutions, Inc.)

                    
                    

                  	
                    601
                      & 701 Experian Parkway, Allen, Texas

                    
                    

                  	 	 	
                    $30,582,338.00

                    
                    

                  	
                    100%
                      membership interest in Lexington Allen Manager LLC and 100%
                      limited
                      partnership interest in Lexington Allen 

                    
                    

                  	
                    Lexington
                      Allen L.P.

                    
                    

                  	
                    Lexington
                      Allen Manager LLC

                    
                    

                  	
                    Lexington
                      Texas Holdings L.P.

                    
                    

                  


          

          
 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            
              
                	
                         

                        
                        

                      	
                         

                        
                        

                      	
                      	 	 	
                         

                        
                        

                      	
                        L.P.

                      	
                         

                        
                        

                      	
                         

                        
                        

                      	
                         

                        
                        

                      
	
                        Fee
                          interest

                        
                        

                      	
                        Voicestream
                          PCS 
I (T-Mobile 
USA, Inc.)

                        
                        

                      	
                        2999
                          S.W. 6th
                          Street, Redmond, Oregon

                        
                        

                      	 	 	
                        $9,654,317.77

                        
                        

                      	
                        100%
                          membership interest in Lexington Redmond Manager LLC

                        
                        

                      	
                        Lexington
                          Redmond LLC

                        
                        

                      	
                        Lexington
                          Redmond Manager LLC

                        
                        

                      	
                        Lepercq
                          Corporate Income Fund II L.P.

                        
                        

                      
	
                        Fee
                          interest

                        
                        

                      	
                        Voicestream
                          PCS 
II (T-Mobile 
USA, Inc.)

                        
                        

                      	
                        9601
                          Renner Boulevard, Lenexa, Kansas

                        
                        

                      	 	 	
                        $10,141,927.70

                        
                        

                      	
                        100%
                          membership interest in Acquiport Lenexa Manager LLC

                        
                        

                      	
                        Acquiport
                          Lenexa LLC

                        
                        

                      	
                        Acquiport
                          Lenexa Manager LLC

                        
                        

                      	
                        Lexington
                          Acquiport Company II, LLC

                        
                        

                      


              

            

          

          
 

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        2

       

      


      Lease,
        dated as of September 27, 2000, between Texan Christensen Limited Partnership
        and Baker Hughes Incorporated, as amended

      


      Lease,
        dated as of September 27, 2000, between Texan Training Limited Partnership
        and
        Baker Hughes Incorporated, as amended

      


      Lease
        Agreement, dated June 30, 2005, between Lexington Hopkinsville Corp. and
        Dana
        Corporation, as amended

      


      Lease
        Agreement, dated June 30, 2005, between Lexington Owensboro Corp. and Dana
        Corporation, as amended

      


      Lease
        Agreement, dated June 30, 2005, between Lexington Dry Ridge Corp. and Dana
        Corporation, as amended

      


      Lease
        Agreement, dated June 30, 2005, between Lexington 750 Elizabethtown Corp.
        and
        Dana Corporation, as amended

      


      Lease
        Agreement, dated June 30, 2005, between Lexington 730 Elizabethtown Corp.
        and
        Dana Corporation, as amended

      


      Lease
        Agreement, date d as of March 14, 2003, between LSAC Plymouth L.P. (as successor
        to Van Vactor LLC by assignment and Bay Valley Foods, LLC (as successor by
        assignment to Dean Specialty Foods Group, LLC by assignment), as amended
        and
        assigned

      


      Honeywell
        Lease

      


      Lease
        Agreement, dated November 30, 2005, between LSAC Omaha L.P. and (i)Structure,
        LLC, as amended

      


      Lease
        Agreement, dated December 29, 2005, between LSAC Tempe L.P. and (i)Structure,
        LLC, as amended

      


      Nextel
        Communications Standard Office Lease Agreement, dated January 30, 2001, between
        Nextel West Corp. and Lexington Bremerton LLC (as successor to NBS Bremerton,
        L.L.C. by assignment), as amended and assigned

      


      Office
        Lease Agreement, dated as of July 13, 2004, between Lexington Sugarland L.P.
        (as
        successor to TDC KS, L.P. by assignment) and KS Management Services, LP,
        as
        amended and assigned

      


      Lease
        Agreement, dated as of March 30, 2004, between Acquiport Lenexa LLC (as
        successor to HP Kansas City, LLC by assignment) and Voicestream PCS II
        Corporation, as amended and assigned

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Lease
        Agreement, dated as of December 27, 2004, between Acquiport Oakland L.P.
        (as
        successor to HP Maine, LLC by assignment) and Omnipoint Holdings, Inc., as
        amended and assigned

      


      Lease
        Agreement, dated as of August 5, 2007, between Lexington Redmond LLC (as
        successor to HP Redmond, LLC by assignment) and Voicestream PCS I LLC, as
        amended and assigned

      


      Lease
        Agreement, dated September 28, 1990, between Net 2 Cox (as successor to Net
        2
        L.P. by assignment) and CoxCom, Inc. (as successor to Robin Cable Systems
        of
        Tucson by assignment), as amended and assigned

      


      Lease
        Agreement, dated as of October 26, 2001, between Lexington Kalamazoo L.P.
        (as
        successor to Danacq Kalamazoo LLC by assignment) and Dana Corporation, as
        amended and assigned

      


      Nextel
        Communications Standard Office Lease Agreement, dated as of  , between
        Nextel of Texas Inc. and Lexington Temple L.P. (as successor to NBS Temple,
        L.L.C. by assignment), as amended and assigned

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      SCHEDULE
        2.5

      


      ORGANIZATIONAL
        CHART

      


      [omitted
        from the filing]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      SCHEDULE
        2.8

       

      RENT
        ROLL

      


      [omitted
        from the filing]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

         

      

      SCHEDULE
        2.17

       

      TENANT
        ESTOPPELS

      


      
        	
                AT&T

              
	
                Bay
                  Valley Foods

              
	
                Corning

              
	
                Huntsinger

              
	
                Northrop
                  Grumman

              
	
                Parkway
                  Chevrolet

              
	
                Montgomery
                  County Mgnt/Sadler

              
	
                American
                  Golf / Silverhorn

              
	
                Georgia
                  Power

              
	
                T-Mobile-Lenexa

              
	
                Litton
                  Loan / CBASS

              
	
                T-Mobile-Oakland

              
	
                Owens
                  Corning-Minneapolis

              
	
                Nextel-Bremerton

              
	
                Nextel-Temple

              
	
                T-Mobile-Redmond

              
	
                Cox

              
	
                SKF

              
	
                ASML

              
	
                Baker
                  Hughes-Petrolite (Airport)

              
	
                Baker
                  Hughes-Christensen (Grogans)

              
	
                Baker
                  Hughes-Training (W.Thorne)

              
	
                CAE

              
	
                Dana
                  - Kalamazoo

              
	
                Dana-730

              
	
                Dana-750

              
	
                Dana-Dry
                  Ridge

              
	
                Dana-Hopkinsville

              
	
                Dana-Owensboro

              
	
                Experian

              
	
                Honeywell

              
	
                Infocrossing-Omaha

              
	
                Infocrossing-Tempe

              
	
                Invensys

              
	
                Seimens

              
	
                St.
                  Lukes/Kelsey Seybold

              
	
                Sygma

              
	
                Tenneco

              
	
                Time

              


      

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        4.2

      


      PERMITTED
        EXCEPTIONS

      


      [omitted
        from the filing]