EXHIBIT
10.39


 


AGREEMENT FOR SALE AND LEASEBACK


 


 


By and Between


 


 


SPECIALTY LABORATORIES, INC.


a California corporation,


 


as Seller


 


 


and


 


 


LEXINGTON CORPORATE PROPERTIES TRUST


a Maryland statutory


real estate investment
trust,


 


as Buyer


 


 


February 11, 2004


 


 


27027 Tourney Road


Santa Clarita, California


 

















 


AGREEMENT FOR SALE AND LEASEBACK


 


THIS AGREEMENT FOR SALE AND LEASEBACK
(“Agreement”) is made and entered into as of February
        , 2004 by and between SPECIALTY
LABORATORIES, INC., a California corporation (“Seller”), and LEXINGTON
CORPORATE PROPERTIES TRUST, a Maryland statutory real estate
investment trust (“Buyer”).


 


R E C I T A L S


 


A.            Seller
desires to sell to Buyer, and Seller desires to lease back from Buyer, a
certain 13.78 parcel of land in Santa Clarita, California together with
improvements located thereon.


 


B.            Buyer
is willing to purchase the property identified in this Agreement and to lease
it back to Seller on the terms and subject to the conditions set forth in this
Agreement.


 


NOW, THEREFORE, FOR VALUABLE CONSIDERATION,
the receipt and adequacy of which are hereby acknowledged, Seller and Buyer
agree as follows:


 


ARTICLE I


 


Sale and Leaseback


 


1.1           Sale.  Seller hereby agrees to sell and convey to
Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms
and conditions set forth herein, the property described in Sections 1.1(a)
through 1.1(d) below.


 


(a)           Land.  The parcel of real property more
particularly described in Exhibit A (the “Land”), which, subject to the
terms and conditions hereof, shall be conveyed to Buyer at the Closing
described below by a grant deed in the form of Exhibit B (the
“Deed”);


 


(b)           Improvements.  All improvements located on the Land,
including the three story office and research and development facility
containing approximately 201,330 square feet currently under construction and
all other buildings, structures and other improvements owned by Seller which
are permanently affixed to the Land (all of which are collectively referred to
as the “Improvements”);


 


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(c)           Personal
Property. All building systems located on the Land and
Improvements (all of which are collectively referred to as the “Personal
Property”) all of which shall be transferred to Buyer at the Closing
by an instrument in the form of Exhibit C (the “Bill of Sale”). As used
herein, “Personal Property” shall not be deemed to include Seller’s furniture,
moveable trade fixtures, equipment (including all laboratory testing
equipment), machinery and inventory; and


 


(d)           Intangible
Property.  All of the
interest of Seller in any intangible personal property owned by Seller now or
on the Closing Date which relates to and is reasonably required for the
ownership of the Land or occupation of the Improvements (as opposed to and
excluding intangible personal property and intellectual property which relate
to the operation of the business to be conducted by Seller on the Property,
which intangible personal property and intellectual property shall not be
included in the sale of the Property hereunder), including without limitation,
building plans and specifications, certain licenses and entitlements (e.g.,
building permits and certificates of occupancy), claims and causes of action
related to the Land or Improvements, surveys, maps, any and all warranties
(including roof warranties), guarantees, utility contracts, permits and other
rights owned by Seller, if any, relating to the ownership of all or any part of
the Property (“Intangible Property”), all of which shall be transferred, to
the extent assignable, to Buyer at the Closing by an instrument in the form of Exhibit D
(the “Assignment
of Intangible Property”).


 


1.2           Certain
Definitions.


 


(a)           The
Land, the Improvements, the Personal Property and the Intangible Property are
collectively referred to herein as the “Property”. 
The Land and the Improvements are collectively referred to herein as the
“Real
Property”.


 


1.3           Leaseback.  Concurrently with consummation of the
Closing, Buyer (as landlord) agrees to lease to Seller, and Seller (as tenant)
agrees to lease from Buyer, the Real Property, pursuant to a lease in
substantially the form and substance of Exhibit E (the “Net Lease”).


 


ARTICLE II


 


Purchase Price


 


2.1           Purchase
Price.  (a) The purchase
price for the Property shall be Forty Seven Million Dollars ($47,000,000.00)
(the “Purchase
Price”) subject to the holdbacks and adjustments provided for in
Section 2.3 below.  Upon Buyer’s
purchase of the Property at the Closing, Buyer shall pay the first installment
of the Purchase Price in an amount equal to $25,586,773.00 (the “First
Installment”) in cash to Seller at Closing, subject to adjustments
as provided herein. The balance of the Purchase Price of


 


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$21,413,227.00 (the “Holdback
Funds”) shall be due and payable by Buyer in accordance with the
terms and conditions of the Construction Funding Agreement to be entered into
by Seller and Buyer at Closing.


 


(b)           Buyer
has deposited the sum of Five Hundred Thousand Dollars ($500,000.00) (the “Deposit”)
with First American Title Insurance Company (the “Escrow Agent”), substantially
in accordance with the instructions set forth in Exhibit F (the “Deposit
Instructions”).  As set forth
in the Deposit Instructions, the Deposit shall be invested in an interest
bearing account, as directed by Buyer. 
If the sale of the Property to Buyer closes, the Deposit and the
interest earned thereon shall be a credit against the Purchase Price and shall
be delivered by the Escrow Agent to Seller at the Closing in accordance with
the provisions of Section 6.1(d). 
If the sale of the Property to Buyer does not close for any reason other
than Buyer’s default under this Agreement, the Deposit shall be returned to
Buyer together with any interest earned thereon.


 


2.2           Intentionally
Omitted.


 


2.3           Purchase
Price to be Funded at Closing. 
Based on information provided by Seller, the parties believe that the
amount necessary to complete construction of the Improvements in accordance
with the Plans and Specifications is $17,130,582 (the “Completion Amount”).  The parties have agreed that at Closing
Buyer shall only be obligated to fund the First Installment which is an amount
equal to the Purchase Price less one hundred twenty five percent (125%) of the
Completion Amount. Accordingly, based on current information provided by
Seller, the amount to be funded at Closing will be $25,586,773.  On or before one (1) business day prior to
the expiration of the Due Diligence Period, Buyer shall confirm or revise the
Completion Amount which shall be based upon information provided by the
Contractor and from Buyer’s own due diligence and shall so advise Seller by
written notice. Seller shall approve or disapprove the Completion Amount
submitted by Buyer within five (5) business days of its receipt thereof and if
Seller disapproves such Completion Amount, the parties will confer for a period
not to exceed five (5) business days to reach agreement on the Completion
Amount.  In the event that the parties
are unable to agree on the Completion Amount, Buyer’s sole remedy shall be
either (a) to terminate this Agreement and receive the Deposit back or (b) to
waive its objection to the original Completion Amount.


 


ARTICLE III


 


Title To Real Property and Due Diligence


 


3.1           Title.


 


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(a)           Seller
shall deliver to Buyer a commitment from First American Title Insurance Company
(the “Title
Company”) to issue a ALTA Owner’s Policy of Title Insurance with
respect to the Property in the full amount of the Purchase Price (the “Title
Commitment”), accompanied by complete and legible copies of all
exceptions to title contained therein.


 


(b)           On
or before five (5) days before the expiration of the Due Diligence Period,
Seller shall obtain and deliver to Buyer and the Title Company an “as-built”
survey (the “Survey”) of the Property prepared by a surveyor or civil
engineer licensed in California reasonably acceptable to Buyer.  The Survey shall be acceptable in form to
Buyer and shall conform to the “Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys” for urban properties jointly adopted in 1999
including items 1-4, 6-11 and 13-16 of Table A thereof.  The Survey shall be certified to Buyer, the
Title Company and such other persons as Buyer may reasonably require in the
form set forth in Exhibit G.


 


(c)           At
its expense, Seller shall remove as liens on the Real Property at or prior to
the Closing:  (i) all delinquent taxes,
bonds and assessments together with interest and penalties thereon (but
expressly excluding any installments of taxes, bonds and assessments not yet
due); (ii) all other monetary liens, including without limitation all those
shown on the Title Commitment (including judgment and mechanics liens, whether
or not liquidated, and mortgages and deeds of trust, with Seller being fully
responsible for any fees or penalties incurred in connection therewith, but
specifically excluding those caused by Buyer or its agents, employees or
contractors); and (iii) any matter which would constitute a breach by Seller of
its representations in Article VII. 
If Seller fails to remove the foregoing items at or prior to the time
required above, Buyer may elect to close the purchase of the Property, cure or
remove the non-approved matters which have not been removed and, if they are
matters required to be removed by Seller, credit the reasonable costs of such
cure or removal against the Purchase Price payable by Buyer.


 


(d)           On
or before the expiration of the Due Diligence Period, Buyer shall deliver
notice to Seller (the “Title Objection Notice”) with a list of
anything disapproved by Buyer on the Survey and a list of any exceptions to
title shown on the Title Commitment required to be removed by Seller, other
than easements and minor exceptions which do not materially interfere with the
operation or the mortgage financing of the Property.  Failure of Buyer to give the Title Objection Notice shall be
deemed to be an approval of all matters set forth in the Title Commitment and
the Survey.  Seller shall have a period
of five (5) business days to respond as to whether Seller agrees to attempt to
remove such disapproved matters. 
Failure of Seller to respond in such five (5) business day period shall
be deemed a rejection of Buyer’s Title Objection Notice.  If Seller rejects or is deemed to have
rejected Buyer’s Title Objection Notice, Buyer shall have the right to either
(A) take title to the Property subject to such title or Survey defects without
abatement or reduction of the Purchase Price or (B) elect to terminate this
Agreement and receive its Deposit.  If
Buyer has not terminated this Agreement, Seller


 


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shall convey title to the
Property to Buyer at the Closing subject to no exceptions other than the
following (“Permitted Exceptions”): (i) those exceptions or matters set
forth in the Title Commitment and Survey not disapproved by Buyer in the manner
provided above or if disapproved, which Seller has not agreed to remove, (ii)
the documents called for by this Agreement to be recorded at the Closing, or
(iii) any lien placed on the Property at Closing by Buyer.  If Seller agrees to remove any of the
matters in the Title Objection Notice, Seller shall exercise its reasonable,
good faith efforts to remedy to Buyer’s satisfaction any such matter as
promptly as possible.  Buyer shall take
title to the Property at the Closing if Seller cures, on or before the Closing,
any such title or Survey defects identified by Buyer in the Title Objection
Notice.  If Seller agrees to remove any
matters set forth in the Title Objection Notice and, despite the exercise of
its reasonable, good faith efforts, is not able to cure, on or before the
Closing, any such title or Survey defects, Buyer shall have the right to either
(A) take title to the Property subject to such title or Survey defects without
abatement or reduction of the Purchase Price or (B) elect to terminate this
Agreement.


 


(e)           On
or before the Closing Date, Seller shall cause the Title Company to deliver to
Buyer a binding commitment, in form acceptable to Buyer, to issue at the
Closing an ALTA-B Owner’s Policy of Title Insurance with liability in the
amount of the Purchase Price, insuring Buyer’s interest in the Real Property
and all easements benefiting the Real Property, subject to the Permitted
Exceptions, together with the following endorsements: zoning (ALTA 3.1), LP 10,
survey, access and contiguity.


 


3.2           Due
Diligence Items. Buyer shall have the period beginning on the
date hereof and ending at 5 p.m. Eastern Standard Time twenty (20) business
days after date of this Agreement (the “Due Diligence Period”) to examine the
Property and all matters related thereto. 
Within three (3) business days of the date of this Agreement, Seller
shall deliver to Buyer each of the following items to the extent not previously
delivered (the “Due Diligence Materials”):


 


(i)            a
true and correct copy of the Project Management Agreement and all amendments
thereto (the “PMA”) with Lowe Enterprises Commercial Group (“Lowe”);


 


(ii)           a
true and correct copy of guaranteed maximum price contract and all amendments
thereto (the “GMP Contract”) between Lowe and Tectonics Construction Inc.
(the “Contractor”);


 


(iii)          soil and geotechnical reports, engineering
reports and other contracts or documents of any nature relating to the Property
or any portion thereof, as disclosed on Exhibit I (the “Reports”);


 


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(iv)          the
building permit for the Improvements, a zoning letter from the municipality in
which the Property is located, and, to the extent in its possession or under
its control, all other governmental permits, licenses, entitlements and
approvals with respect to the Property obtained or held by Seller and relating
to the construction, ownership or occupancy of the Property or any portion
thereof;


 


(v)           copies
of all of Seller’s book and records which document all sums expended to acquire
the Land and construct the Improvements, including purchase agreements,
invoices, bills, draw requests and purchase orders (collectively, the “Construction
Funding Records”); and


 


(vi)          the
plans and specifications for the Improvements (the “Plans and Specifications”).


 


ARTICLE IV


 


Operation of the Property Pending the Closing


 


4.1           Continuing
Operations.  Between
Seller’s execution of this Agreement and the Closing, Seller shall at Seller’s
sole cost and expense:  (i) maintain the
Property in good order, condition and repair, casualty excepted (provided that
the foregoing covenant shall not be deemed to obligate Seller to complete
construction of the Improvements prior to the Close of Escrow); (ii) maintain
accurate books and records regarding Property ownership, development and
construction; (iii) comply with all applicable laws, rules and regulations
relating to the Property and its operation; (iv) maintain property damage and
comprehensive general liability insurance covering the Improvements in amounts
and coverages not less than that presently maintained; and (v) pay all taxes
and assessments prior to delinquency.


 


4.2           GMP
Contract and Other Agreements. 
Between Seller’s execution of this Agreement and the Closing, Seller
shall not, other than as permitted under the terms of the Net Lease:  (i) enter into, amend in any material
respect or terminate any lease, contract or agreement pertaining to the
Property, including but not limited to the PMA, the GMP Contract (provided,
however, that any such agreement entered into or amended shall not create
privity of contract with Buyer); nor shall Seller (ii) modify in any material
respect any contract or agreement pertaining to the Property or waive any
rights of Seller thereunder; (iii) take any action which would preclude or
interfere with the timely satisfaction of the conditions set forth in Article
V; (iv) permit any alteration, modification or addition to the Improvements
or the Land, except in accordance with the PMA and the GMP Contract and the
Plans and Specifications and for insubstantial and immaterial changes which do
not adversely affect the same or the value thereof; or (v) sell or agree to
sell the Property or any part thereof.


 


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4.3           Encumbrances.  Seller shall not further encumber or suffer
to be further encumbered all or any portion of the Property between the date
hereof and the date the same is acquired by Buyer pursuant to this Agreement.


 


4.4           Casualty;
Condemnation.  In the
event the Improvements are materially destroyed or damaged in an amount
exceeding three hundred thousand dollars ($300,000), or if condemnation
proceedings are threatened or commenced against all or any material portion of
the Property, in each case between the date hereof and the date the same is
scheduled to be acquired by Buyer pursuant to this Agreement, Buyer shall have
the option, exercisable in its sole discretion and by giving notice of such
decision to Seller within ten (10) business days after Buyer’s receipt of
notice of such damage, destruction or condemnation proceedings, to terminate
this Agreement.  In the event Buyer does
not elect to so terminate, (i) in the case of condemnation, Seller shall assign
to Buyer at the Closing all of its right, title and interest in and to all
proceeds resulting from such condemnation of the Property, after deducting therefrom
any third party costs or expenses incurred by Seller in settling, adjusting or
compromising such condemnation award, including the right to apply for and
prosecute the same, which proceeds shall be held by Seller until disbursed in
accordance with the provisions of Section 6.5 of the Net Lease; provided
however, that this assignment shall not preclude Seller from filing a separate
claim for non-real property related condemnation proceeds (other than the
Personal Property), including but not limited to, loss of business, future
profits, and good will; damages related to stock and/or trade fixtures,
furniture and other personal property belonging to Seller; the cost of removing
fixtures, equipment and inventory; moving expenses related to the relocation of
the business, and any and all other related damages or expenses incurred as a
result thereof and for loss of or damage to its leasehold interest in the
Property, provided that such claim shall not diminish any condemnation award
otherwise due to Buyer; and (ii) in the case of casualty, Seller shall repair
such damage at its expense prior to the Closing, or if that is impossible, then
promptly following such Closing, in the manner and subject to the standards in Section
5.5 of the Net Lease.


 


4.5           No
Solicitation.  Seller
shall not solicit, seek, negotiate, or respond to any offer to purchase, ground
lease, lease or sell and leaseback, all or any portion of the Property for the
period commencing on the date hereof and continuing through the Closing Date,
unless the Closing is delayed or fails to occur as a result of any breach of
this Agreement, or refusal of performance by Seller, in which event the
covenant of Seller set forth in this Section 4.5 shall continue until
such failure or refusal is cured.


 


ARTICLE V


 


Conditions to Closing


 


A.            Buyer’s
Conditions to Closing. 
The obligations of Buyer to purchase the Property and lease the same to
Seller are subject to satisfaction of the following conditions on or before the
Closing Date:


 


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5.1           Title.  The Title Company issuing the binding
commitment called for by Section 3.1(e).


 


5.2           Physical
Characteristics of the Property.  Prior to the expiration of the Due Diligence Period, Buyer’s
review and approval of (i) an engineering report confirming to Buyer’s
satisfaction that the structures, fixtures and equipment located on and to be
constructed on the Land are and will be structurally sound, suited for their
intended use, and constructed in accordance with the Plans and Specifications
(the “Engineering
Report”), (ii) a Phase I environmental report confirming to Buyer’s
satisfaction that the Property is not affected by hazardous substances or
hazardous wastes at levels requiring reporting or remediation under applicable
Laws (as hereinafter defined) (the “Environmental Report”); (iii) the Plans and
Specifications with respect to the Property; and (iv) the Construction Funding
Records.  If Buyer does not terminate
the Agreement by the expiration of the Due Diligence Period, this condition
shall be deemed to be waived.


 


5.3           Legal
Compliance.  The Property
having no outstanding violations of any laws, statutes, requirements,
ordinances and regulations (including, without limitation, those relating to
zoning, land use, building codes, the environment, health and safety) relating
to the Property (collectively, “Laws”) (including the Americans with
Disabilities Act of, 42 U.S.C. §12,101 et  seq. (“ADA”).
If Buyer does not terminate the Agreement by the expiration of the Due Diligence
Period, this condition shall be deemed to be waived.


 


5.4           Financial
Condition.  Buyer shall
have received and found satisfactory the audited financial statements of Seller
and there shall have been no subsequent material adverse change in the financial
condition of Seller since the date of such audited financial statements.


 


5.5           Representations
and Warranties.  All of
Seller’s representations and warranties contained herein, or made in writing by
Seller pursuant to this Agreement, shall have been true and correct in all
material respects when made and shall be true and correct in all material
respects as of the Closing Date.


 


5.6           Non-Foreign
Status of Seller. 
Seller’s execution and delivery to Buyer, at the Closing Date, of
Seller’s certificate in the form attached hereto as Exhibit K (the “Non-Foreign
Certificate”).


 


5.7           California Withholding
Exemption.  Seller’s execution
and delivery to Buyer, at the Closing Date, of California Franchise Tax Board
Form 593-W, establishing Seller’s exemption from real
estate withholding requirements under California law.


 


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5.8           Approval
of Update Certificate. 
Seller’s execution and delivery to Buyer at the Closing of an Update
Certificate in the form of Exhibit L.


 


5.9           Deliveries
by Seller.  Seller’s due
and timely execution and delivery of Seller’s Closing Documents and all of the
other documents and items specified in Section 6.3 (“Seller’s Closing Documents”).


 


5.10         Committee
Approval.  On or before
the expiration of the Due Diligence Period, Buyer’s investment committee shall
have approved the transactions contemplated hereunder in its sole discretion.
If Buyer does not terminate the Agreement by the expiration of the Due
Diligence Period, this condition shall be deemed to be waived.


 


5.11         Construction
Funding Agreement.  The
final form and content of an agreement between Seller and Buyer having as its
subject matter the Improvements and the funding by Buyer of the cost thereof
(the “Construction
Funding Agreement”) shall have been agreed to by Seller and Buyer on
or before the expiration of the Due Diligence Period. If Buyer does not
terminate the Agreement by the expiration of the Due Diligence Period, this
condition shall be deemed to be waived.


 


The foregoing conditions contained in this Section
5(A) are intended solely for the benefit of Buyer.  Buyer shall have the right to terminate this
Agreement for any reason on or before the expiration of the Due Diligence
Period upon notice to Seller.  In
addition, if the conditions are not satisfied by the expiration of the Due
Diligence Period with respect to the matters in Sections 5.2, 5.3, 5.9 and 5.10
and by the Close of Escrow with respect to all other matters in this Section
5(A), Buyer may elect in its sole discretion to either waive such matters or
deliver written notice to Seller that this Agreement shall terminate and
thereafter the parties shall have no further obligation to one another except
that the indemnities provided for in Section 9.2 ,  Section 9.16 and the provisions of
the Deposit Instructions shall survive (the “Surviving Obligations”).


 


B.            Seller’s
Conditions to Closing. 
Seller’s obligation to sell the Property and lease the same back from
Buyer is conditioned upon satisfaction of the following conditions on or before
the Closing Date: (i) approval by Seller’s Board of Directors of this Agreement
and the transactions contemplated herein within five (5) business days of the
date of this Agreement, (ii) the final form and content of the Net Lease and the
Construction Funding Agreement shall have been agreed to by Seller and Buyer on
or before the expiration of the Due Diligence Period; (iii) all of Buyer’s
representations and warranties made in this Agreement shall have been true and
correct in


 


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all material respects
when made and as of the Closing Date; and (iv) Buyer’s due and timely execution
and delivery of all documents and items to be executed and/or delivered by
Buyer pursuant to this Agreement including, without limitation, (a) the
Purchase Price, (b) the Net Lease, and (c) all of the other documents and items
specified in Section 6.4 (the Net Lease and such other documents executed and
delivered on behalf of Buyer, “Buyer’s Closing Documents”).


 


The foregoing conditions contained in this Section
5(B )are intended solely for the benefit of Seller.  If any of the foregoing conditions are not
satisfied in a timely manner or waived by Seller in its sole discretion, Seller
may elect to terminate this Agreement upon written notice to Buyer and this
Agreement shall terminate and thereafter the parties shall have no further
obligation to one another except for the Surviving Obligations.


 


ARTICLE VI


 


Closing and Recording


 


6.1           Closing
and Closing Date.  Subject
to the provisions of Section 5A, the parties shall consummate the sale and
leaseback of the Property as contemplated herein at a closing (the “Closing”)
to be held within ten (10) days of the expiration of the Due Diligence Period
and in all events on or before March 8, 2004 (the “Closing Date”), by means of
an escrow closing held at the offices of the Escrow Agent in Los Angeles
County, California. Recording by Buyer of the Deed will be conclusive evidence
that all conditions to the Closing have been satisfied or waived.


 


(a)           The
Closing shall be deemed to have occurred when all conditions to such Closing
have been satisfied (or waived in writing by the party in whose favor the
condition was established).


 


(b)           In
order to effect the Closing, the parties shall deliver to the Escrow Agent at
least one (1) business day prior to the Close of Escrow all documents and other
instruments required hereunder to be delivered at such Closing, although no
delivery shall be deemed complete until all of such documents and other
instruments have been delivered and the other conditions to such Closing have
been satisfied (or waived as provided above).


 


(c)           The
procedure for satisfying the condition in Section 3.1(e) (“Title
Condition”) shall be as follows: 
when all conditions to the Closing have been satisfied other than the
Title Condition and the delivery of the Purchase Price, Seller shall cause the
Title Company to deliver to Buyer, irrevocably, the binding commitment required
by the Title Condition, together with a written commitment by the Title Company
to: (i) promptly record the documents required to be recorded in order for the
title insurance policy called for by the Title Condition to be issued; and (ii)
deliver said title insurance


 


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policy to Buyer within
thirty (30) days following the Closing Date. 
The form of Buyer’s and Seller’s recording instructions to the Title
Company and the Title Company’s written commitment to comply with such instructions
and the terms of this Agreement are contained in Exhibit M.


 


(d)           When
the Title Condition pertaining to the Closing has been satisfied, the Title
Company shall deliver to Seller the First Installment of the Purchase Price by
wire transfer of immediately available funds in accordance with instructions of
Seller in the form of Exhibit N.  The First Installment of the Purchase Price shall be adjusted on
account of any credits due to Seller or Buyer, as the case may be, pursuant to
this Agreement and shall be reduced by the amount of the Deposit and any
interest thereon, which shall be delivered to Seller by the Title Company
pursuant to the Deposit Instructions. 
Following telephonic confirmation of such wire transfer, the other documents
and instruments shall be deemed delivered and the Closing shall be deemed
consummated.


 


6.2           Intentionally
Omitted.


 


6.3           Deposits
by Seller.  On or prior
to the date that is one (1) business day prior to the Closing Date, Seller
shall deposit, or cause to be deposited, with the Title Company Seller’s
Closing Documents as more fully described in Exhibit P.


 


6.4           Deposits
by Buyer.  On or prior to
the date that is one (1) business day prior to the Closing Date, Buyer shall
deposit with the Title Company Buyer’s Closing Documents as more fully
described in Exhibit Q together with an amount equal to the First
Installment less the Deposit.


 


6.5           Other
Instruments.  Seller and
Buyer shall each deposit such other instruments as are reasonably required by
the Title Company or otherwise required to consummate the sale and leaseback of
the Property in accordance with the terms of this Agreement.





 


6.6           Prorations.  No prorations shall be required to be made
in connection with the Closing since Seller, as owner, shall be responsible for
all costs incurred in connection with the Property up to the Closing Date and
Seller, as tenant under the Net Lease, shall be responsible for all costs
incurred in connection with the Property after the Closing Date.


 


6.8           Costs and
Expenses.  Buyer shall
pay all of Buyer’s legal fees and costs, and all expenses incurred by Buyer in
its review of the Property.  Seller
shall pay all other costs and expenses incurred or payable in connection with
this transaction, including without limitation, the premium for the policy of
title insurance called for herein and all endorsements thereto, the cost of the
Survey, the conveyance and transfer tax and recording and filing fees charged
by the Title Company to record and/or file any


 


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documents required to be
recorded and/or filed as necessary to deliver title pursuant to this Agreement
(including the Deed and Memorandum of Lease), all legal fees and costs incurred
by Seller, all sales tax, if any, applicable with respect to the sale of the
Intangible Property, CRESA’s fee and all Escrow Agent fees and expenses, but
specifically excluding all of Buyer’s costs and expenses as set forth in the
first sentence of this Section 6.8..


 


6.9           Settlement
Statement.  On or prior
to the Closing Date, Buyer and Seller shall prepare, execute and deliver a
final settlement statement showing the categories and amounts of the closing
costs and all adjustments to the Purchase Price called for herein.


 


ARTICLE VII


 


Representations and Warranties of Seller 


 


As an inducement to Buyer to enter into this Agreement
and to consummate the sale and leaseback transaction contemplated hereby,
Seller hereby represents and warrants to and agrees with Buyer, both as of the
date hereof and again as of the Closing Date, that:


 


7.1           Condition
of Property.  To the
knowledge (which term shall, as used in this Agreement, mean the knowledge of
Seller and its officers, directors and executive level employees) of Seller,
except as disclosed in the environmental and engineering reports heretofore
delivered by Seller to Buyer and except as addressed in the Construction
Funding Agreement, there are no material physical or mechanical defects in any
of the Improvements, including, without limitation, the plumbing, heating, air
conditioning, ventilating, life safety and electrical systems, and all such
items are in good operating condition and repair and in compliance with all
Laws (including the ADA). Buyer acknowledges that the Improvements have not
been completely constructed and that the mechanical systems of the Building
must be completed in accordance with the Net Lease and the Construction Funding
Agreement before such systems will be ready for use; however, Seller represents
and warrants that all contractors and subcontractors who have performed work
and/or delivered materials to the Property have been paid in full for all work
performed and materials delivered prior to the date hereof.


 


7.2           Use and
Operation.  To the
knowledge of Seller, the use and operation of the Property and its facilities,
fixtures, installations and equipment, complies, or will comply in all material
respects upon completion of the Improvements, with applicable Laws.


 


7.3           Utilities.  All water, sewer, electric, telephone and
drainage facilities and all other utilities required for the normal use and
operation of the Property


 


12

















 


are, or will be prior to
completion of the Improvements, be installed to the property lines of the Land,
are all connected and operating pursuant to valid permits, are adequate to
service the Property and to permit compliance in all material respects with all
requirements of Law and the contemplated usage of the Property, and are
connected to the Property by means of one or more public or private easements
extending from the Property to one or more public streets, public rights-of-way
or utility facilities.


 


7.4           Use
Permits and Other Approvals. 
Seller has obtained all licenses, permits, approvals, easements and
rights of way required from all governmental authorities having jurisdiction
over the Property or from private parties for the intended normal use and
operation of the Property and to ensure free and unimpeded vehicular and
pedestrian ingress to and egress from the Property as required to permit the
present usage of the Property by the Seller and its invitees, licensees and
customers.  No violations have been
recorded in respect of any such licenses, permits or approvals and no
proceeding is pending, or to the knowledge of Seller, threatened, to revoke or
limit any of such licenses, permits, approvals, easements or rights of
way.  Seller is in compliance with all
such licenses, permits and approvals.


 


7.5           Authority
of Seller.  (i) Seller is
a corporation duly formed, validly existing and in good standing under the laws
of the State of California, (ii) the persons executing Seller’s Closing
Documents are duly appointed and authorized by Seller to execute such
documents, (iii) Seller’s Closing Documents will, when delivered, have been duly
authorized, executed and delivered by Seller and will constitute legal, valid
and binding obligations of Seller enforceable against Seller in accordance with
their terms, except as may be limited by bankruptcy, insolvency, moratorium or
other laws affecting the rights of creditors of bankrupt or insolvent entities,
(iv) subject to receipt of approval as provided in Section 5(B)(i), Seller has
full power and authority to execute, deliver and perform its obligations under
Seller’s Closing Documents and to carry on its business as presently conducted,
(v) subject to receipt of approval as provided in Section 5(B)(i),  Seller has obtained all necessary permits,
licenses, entitlements and/or approvals required to comply with the provisions
of Seller’s Closing Documents, and to carry on its business as presently
conducted, and (vi) the execution, delivery and performance of Seller’s Closing
Documents do not violate any provisions of Seller’s certificate of
incorporation or by laws or any agreement or document to which either of Seller
is a party or by which Seller is bound (including, any loan agreement, line of
credit agreement, mortgage, deed of trust or license), or of any order, writ,
injunction, decree or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over Seller or the Property.


 


7.6           Zoning
and Environmental.


 


(a)           The
Property constitutes separate tax lots, except for off-site utility easements,
if any.  There are no conditional use or
similar permits and no zoning or other variances from applicable zoning,
building and land use and/or regulations in connection


 


13

















 


with the development or
operation of the Property.  Seller has
not received any written notice of any investigations or intent to investigate
zoning or environmental violations. 
There are no condemnation, environmental, zoning or other land use
regulations or proceedings, either instituted or, to Seller’s knowledge,
planned or threatened, which might detrimentally affect the use or enjoyment of
the Property by Buyer in any material respect.


 


(b)           During
the period of Seller’s ownership, of the Property, other than those disclosed
by the environmental report described on Exhibit R, to the knowledge of Seller,
there have been no Environmental Conditions with respect to the Property.  Seller has no current, actual knowledge of
any Environmental Condition with respect to Property which may have occurred
prior to its ownership of the Property. 
As used herein, “Environmental Condition” shall mean the
presence, disposal, release or threatened release of hazardous substances or
hazardous wastes on, from or under the Property.  The terms “disposal”, “release”, “threatened release”, “hazardous
substances” and “hazardous wastes” shall have the
definitions assigned to those terms by the Federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended to date.  Except as disclosed on Exhibit J and normal
and customary toxic and hazardous substances used in the construction of office
buildings in accordance with Environmental Laws and other applicable laws,  to the current, actual knowledge of Seller,
there have been no toxic or hazardous materials used in the development or
construction of the Improvements.


 


(c)           With
respect to the Property, to the knowledge of Seller, Seller is in compliance in
all material respects with the provisions of all applicable federal, state and
local requirements pertaining to or governing the use, disposal, release or
presence of hazardous substances or hazardous wastes pertaining to or governing
the use, disposal, release or presence of hazardous substances or hazardous
wastes (“Environmental
Laws”).


 


7.7           Asbestos.  Except as previously disclosed by Seller or
by the environmental report attached hereto as Exhibit R, to the
knowledge of Seller, there is no asbestos in any of the Improvements or
personal property used in connection with the Property.


 


7.8           Leases.  There are no leases, tenancies or license,
franchise, occupancy, concession or other agreements pertaining to possession
or ownership of any Property or any portion thereof other than the Net Lease.


 


7.9           Contracts.  Other than the PMA and the GMP Contract,
Seller has no obligation under the terms of any contract or other instrument
relating to the construction development, maintenance or operation of the
Property and there will be, as of the Closing Date, no such obligation other
than set forth in the PMA and the GMP


 


14

















 


Contract.  There are no service, maintenance or other
contracts with respect to the Property for which Buyer will be liable on or
after the Closing Date


 


7.10         Litigation.  There is no litigation pending or, to the
knowledge of Seller, threatened, against Seller, that arises out of the
ownership or operation of the Property; and (i) might materially and
detrimentally affect the use and operation of the Property for its current
usage or the value of the Property, or (ii) might materially and adversely
affect the ability of Seller to perform its obligations under this Agreement or
the Net Lease, or (iii) might constitute or result in a lien on the Property or
any portion thereof.


 


7.11         Other
Contracts to Convey Property. 
Seller is not a party to any currently effective agreement or option to
sell the Property, or any portion thereof, to any party other than Buyer.  Seller has not hypothecated or assigned any
rents or income from the Property, except for hypothecations or assignments on behalf
of lenders with respect to loans to Seller which will be terminated or as to
which releases of such lenders’ liens will be obtained at the Closing.  No person or entity has any right to acquire
or to lease the Property or any part thereof, or to obtain any interest
therein.  There are no outstanding
rights of first refusal, rights of reverter or options relating to the Property
or any interest therein.  No person or
entity holding a security interest in the Property or any part thereof has the
right to consent or deny consent to the sale of the Property as contemplated
herein.


 


7.12         Conflicts.  The terms of this Agreement do not conflict
with or result in a breach or violation of any term or provision of, or
constitute a default under (i) the Certificates of Incorporation or Bylaws of
Seller or (ii) any loan agreement, line of credit agreement, mortgage, deed of
trust, lease, license or other agreement or instrument to which Seller is a
party or by which Seller is bound.


 


7.13         Full
Disclosure.  To the knowledge
of Seller, neither this Agreement nor any exhibit hereto nor any letter,
certificate or other document furnished by Seller to Buyer pursuant hereto
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained in this Agreement and the
exhibits, in the light of the circumstances under which they were made, not
misleading as a whole.  Subject to the
limitations set forth below, Seller hereby agrees to indemnify, defend, protect
and hold Buyer harmless from and against any and all loss, cost, liability,
damage, claim and expense including, without limitation, reasonable attorneys’
and paralegals’ fees and expenses incurred by Buyer in connection with or
arising from any breach by Seller of any of the representations and warranties
made by Seller in this Agreement.


 


7.14         Limitation
of Representations and Warranties. . Buyer represents, warrants,
acknowledges and agrees that upon Closing, Seller shall sell and convey to
Buyer and Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL


 


15

















 


FAULTS,” subject to the representations, warranties and
covenants set for in this Agreement, Seller’s Closing Documents and the
Lease.  Except as expressly set forth in
this Agreement, Seller’s Closing Documents and the Lease, Buyer has not relied
and will not rely on, and Seller has not made and is not liable for or bound
by, any express or implied warranties, guarantees, statements, representations
or information pertaining to the Property or relating thereto (including
specifically, without limitation, Property information packages distributed
with respect to the Property) made or furnished by Seller, or any real estate
broker, agent or third party representing or purporting to represent Seller, to
whomever made or given, directly or indirectly, orally or in writing.  Buyer represents that it is a knowledgeable,
experienced and sophisticated purchaser of real estate and that, except as
expressly set forth in this Agreement, Seller’s Closing Documents and the
Lease, it is relying solely on its own expertise and that of Buyer’s
consultants in purchasing the Property and shall make an independent
verification of the accuracy of any documents and information provided by
Seller or any of Seller’s agents or representatives.  Buyer will conduct such inspections and investigations of the
Property as Buyer deems necessary, including, but not limited to, the physical
and environmental conditions thereof, and shall rely upon same.  By failing to terminate this Agreement prior
to the expiration of the Due Diligence Period, Buyer acknowledges that Seller
has afforded Buyer a full opportunity to conduct such investigations of the Property
as Buyer deemed necessary to satisfy itself as to the condition of the Property
and the existence or non-existence or curative action to be taken with respect
to any hazardous materials on or discharged from the Property, and will rely
solely upon same and not upon any information provided by or on behalf of
Seller, or its agents or employees with respect thereto, other than such
representations, warranties and covenants of Seller as are expressly set forth
in this Agreement, Seller’s Closing Documents and the Lease.  Upon Closing, subject to Seller’s
undertakings in this Agreement, Seller’s Closing Documents and the Lease, Buyer
shall assume the risk that adverse matters, including, but not limited to,
adverse physical or construction defects or adverse environmental, health or
safety conditions, may not have been revealed by Buyer’s inspections and
investigations.  Finally, Buyer
specifically acknowledges that the Improvements on the Land have not been
completed and that Buyer is assuming all risks with respect thereto, subject to
Seller’s obligations under the Lease.


 


Buyer’s initials BPM


 


16

















 


ARTICLE VIII


 


Representations and Warranties of Buyer


 


8.1           Representations
and Warranties of Buyer. 
Buyer hereby represents and warrants to Seller that (i) Buyer is a
statutory real estate investment trust duly organized, validly existing and in
good standing under the laws of the State of Maryland, (ii) the persons
executing Buyer’s Closing Documents are duly appointed and authorized by Buyer
to execute such documents, (iii) Buyer’s Closing Documents will, when
delivered, have been duly authorized, executed and delivered by Buyer and will
constitute legal, valid and binding obligations of Buyer, and this Agreement
will be enforceable against Buyer in accordance with its terms, (iv) Buyer has
full power and authority to execute, deliver and perform its obligations under
Buyer’s Closing Documents, (v) to the current, actual knowledge of Buyer, Buyer
is not required to obtain any permits, licenses, entitlements and/or approvals
in order to own the Property for the purpose of leasing the Property to Seller
or complying with the provisions of Buyer’s Closing Documents, and (vi) the
execution, delivery and performance of Buyer’s Closing Documents do not violate
any provisions of any agreement or document to which Buyer is a party or by
which Buyer is bound, or of any order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over
Buyer.


 


SELLER ACKNOWLEDGES THAT BUYER HAS MADE NO
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY
CONTAINED IN THIS AGREEMENT.


 


ARTICLE IX


 


Miscellaneous


 


9.1           Notices.  All notices, consent, approvals or other
communications required or permitted to be given under this Agreement shall be
in writing and be deemed to have been duly given (i) when delivered personally
if delivered on a business day (or if the same is not a business day, then the
next business day after delivery), (ii) three (3) business days after being
sent by United States mail, registered or certified mail, postage prepaid,
return receipt requested or (iii) if delivery is made by Federal Express or a
similar, nationally recognized overnight courier service for morning delivery,
then on the date of delivery (or if the same is not a business day, then the
next business day after delivery); and addressed as follows:


 


	
  If to
  Seller:

  	
   

  	
  Specialty Laboratories, Inc.

  
	
   

  	
   

  	
  2211 Michigan Avenue

  
	
   

  	
   

  	
  Santa Monica, California 90404

  
	
   

  	
   

  	
  Attn: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Specialty Laboratories Inc.

  
	
   

  	
   

  	
  2211 Michigan Avenue

  



 


17

















 


	
   

  	
   

  	
  Santa Monica, California 90404

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  And to:

  	
   

  	
  O’Melveny & Myers LLP

  
	
   

  	
   

  	
  400 South Hope Street

  
	
   

  	
   

  	
  Los Angeles, California 90071

  
	
   

  	
   

  	
  Attention: Christine H. Suh, Esq.

  
	
   

  	
   

  	
   

  
	
  If to Buyer:

  	
   

  	
  Lexington Corporate Properties Trust

  
	
   

  	
   

  	
  One Penn Plaza, Suite 4015

  
	
   

  	
   

  	
  New York, New York 10119-4015

  
	
   

  	
   

  	
  Attn: Richard J. Rouse

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Crowe Deegan LLP

  
	
   

  	
   

  	
  535 Fifth Avenue, Suite 611

  
	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
  Attn: Richard C. Hamlin, Esq.

  



 


 


or such other address as either party may from time to time specify in
writing to the other in the manner aforesaid.


 


9.2           Brokers
and Finders.  Each party
represents to the other party that except for the advisory fee due to CRESA
Partners (“CRESA”) from Seller, the representing party has incurred no
liability for any brokerage commission, financing fee or finder’s fee arising
from or relating to the transactions contemplated by this Agreement.  In the event of a claim for any broker’s
fee, finder’s fee, financing fee, commission or other similar compensation in
connection herewith, other than the advisory fee due to the CRESA, (i) Buyer,
if such claim is based upon any agreement alleged to have been made by Buyer,
hereby agrees to indemnify, defend, protect and hold Seller and its affiliates,
officers and directors and their successors and assigns harmless against any
and all liability, loss, cost, damage or expense (including reasonable
attorneys’ and paralegals’ fees and costs) which Seller may sustain or incur by
reason of such claim, and (ii) Seller, if such claim is based upon any
agreement alleged to have been made by Seller, hereby agrees to indemnify, defend,
protect and hold Buyer and its affiliates, officers and directors and their
successors and assigns harmless against any and all liability, loss, cost,
damage or expense (including reasonable attorneys’ and paralegals’ fees and
costs) which Buyer may sustain or incur by reason of such claim.


 


9.3           Successors
and Assigns.  This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors, heirs, administrators and assigns,
except that neither party’s interest under this Agreement may be assigned,
encumbered or otherwise transferred, whether voluntarily, involuntarily, by
operation of law or otherwise, without the prior written consent of the other
party; provided, however, without being relieved of any liability under this
Agreement, Buyer


 


18

















 


reserves the right to
assign its rights and obligations hereunder to any entity with which it is
affiliated so long as such affiliate assumes the obligations of Buyer hereunder
and Buyer is not released of its obligations hereunder.


 


9.4           Amendments.  This Agreement may be amended or modified
only by a written instrument executed by the party asserted to be bound
thereby.


 


9.5           Continuation
and Survival of Indemnities, Representations and Warranties.  All indemnities, representations and
warranties by Seller or Buyer contained herein or made in writing pursuant to
this Agreement or any other instrument delivered by Seller or Buyer pursuant
hereto are intended to and shall remain true, correct and binding as of the
time of Closing and shall survive the execution and delivery of this Agreement,
the delivery of the Deed and the transfer of title to the Property for a period
of one (1) year.  All representations
and warranties of Seller contained in any certificate or other instrument
delivered at any time by or on behalf of Seller in connection with the
transaction contemplated hereby shall constitute representations and warranties
hereunder.


 


9.6           Interpretation.  Whenever used herein, the term “including”
shall be deemed to be followed by the words “without limitation.”  Words used in the singular number shall
include the plural, and vice-versa, and any gender shall be deemed to include
each other gender.  The captions and headings
of the Articles and Sections of this Agreement are for convenience of reference
only, and shall not be deemed to define or limit the provisions hereof.


 


9.7           Governing
Law.  This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of California, except that the laws with respect to conflict of laws
shall be disregarded.


 


9.8           Merger of
Prior Agreements.  This
Agreement (including the exhibits hereto) constitutes the entire agreement
between the parties with respect to the purchase and sale of the Property
specifically described herein and supersedes all prior and contemporaneous
(whether oral or written) agreements and understandings between the parties
hereto relating to the specific subject matter hereof.


 


9.9           Attorneys’
Fees.  In the event of
any action or proceeding at law or in equity between Buyer and Seller
(including an action or proceeding between Buyer and the trustee or debtor in
possession while Seller is a debtor in a proceeding under the Bankruptcy Code
(Title 11 of the United States Code) or any successor statute to such Code) to
enforce or interpret any provision of this Agreement or to protect or establish
any right or remedy of either Buyer or Seller hereunder, the unsuccessful party
to such action or proceeding shall pay to the prevailing party all costs and
expenses, including, without limitation, reasonable attorneys’ and paralegals’
fees and expenses, incurred in


 


19

















 


such action or proceeding
and in any appeal in connection therewith by such prevailing party, whether or
not such action, proceeding or appeal is prosecuted to judgment or other final
determination, together with all costs of enforcement and/or collection of any
judgment or other relief.  The term
“prevailing party” shall include, without limitation, a party who brings an
action against the other by reason of the other’s breach or default and obtains
substantially the relief sought by judgment of the court. If such prevailing
party shall recover judgment in any such action, proceeding or appeal, such
costs, expenses and attorneys’ and paralegals’ fees shall be included in and as
a part of such judgment.


 


9.10         Remedies.  (a) 
The parties understand and agree that the Property is unique and for
that reason, among others, Buyer will be irreparably damaged in the event that
this Agreement is not specifically enforced. 
Accordingly, in the event of any breach or default in or of this
Agreement or any of the warranties, terms or provisions hereof by Seller, Buyer
shall have, as Buyer’s sole remedies hereunder, (i) the right to demand and
have specific performance of this Agreement, (ii) the right to recover monetary
damages resulting from Seller’s breach or default of this Agreement, provided
however, that the amount of such damages shall be limited to the sum of (A) all
actual out-of-pocket expenses incurred by Buyer by reason of this transaction,
including, but not limited to third party report and due diligence expenses,
appraisal fees, financing fees and expenses (application fees, commitments
fees, rate lock fees and the due diligence and legal fees of Buyer’s lender)
and the reasonable attorney’s fees and expenses of Buyer’s counsel and (B)
consequential damages not to exceed $500,000 and (iii) the right to a return of
the Deposit.


 


(b)           IF
BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY, THE
CASH DEPOSIT, PLUS ANY INTEREST ACCRUED THEREON, SHALL BE PAID TO AND RETAINED
BY SELLER AS LIQUIDATED DAMAGES.  THE
AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES SHALL BE SELLER’S
SOLE REMEDY IF BUYER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY.  THE PARTIES HERETO EXPRESSLY AGREE AND
ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER
WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT
OF THE DEPOSIT PLUS ANY INTEREST ACCRUED THEREON REPRESENTS THE PARTIES’
REASONABLE ESTIMATE OF SUCH DAMAGES.   
THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A
FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275
OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECTION 9.10(b), THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHALL
NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNITY OBLIGATIONS
UNDER SECTIONS 9.2 and 9.16.


 


20

















 


SELLER’S INITIALS: FJS   BUYER’S INITIALS: 
NR


 


9.11         Relationship.  It is not intended by this Agreement to, and
nothing contained in this Agreement shall, create any partnership, joint
venture, financing arrangement or other agreement between Buyer and Seller.  No term or provision of this Agreement is
intended to be, or shall be, for the benefit of any person, firm, organization
or corporation not a party hereto, and no such other person, firm, organization
or corporation shall have any right or cause of action hereunder.


 


9.12         Authority.  The individuals signing below represent and
warrant that they have the requisite authority to bind the entities on whose
behalf they are signing.


 


9.13         Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.  It shall be necessary to account for only
one fully executed counterpart in proving this Agreement.


 


9.14         Exhibits.  References in this Agreement to Exhibits
mean the exhibits described in the List of Exhibits attached hereto, all of
which exhibits are incorporated by reference into this Agreement.


 


9.15         Access;
Confidentiality.  After
reasonable notice provided by Buyer, Seller shall give, and shall authorize and
instruct its counsel, its accountants and its other agents and representatives
to give to Buyer and Buyer’s counsel, accountants and other representatives
full access during normal business hours to the Property and to all of Seller’s
books, contracts and records related to the Property, and shall furnish such
information and copies of such materials related to the Property as Buyer from
time to time reasonably may request, 
provided, however that in no event shall (i) such inspections or tests
materially disrupt or disturb the operation of the Property, or (ii) Buyer or
its agents, representatives and consultants drill or bore on or through the
surface of the Real Property or the Improvements without Seller’s prior written
consent, which consent may be given or withheld in Seller’s sole and absolute
discretion.  After making such tests and
inspections, Buyer shall promptly restore the Property to the condition that
existed prior to making such tests and inspections (which obligation shall
survive the Closing or any termination of this Agreement).  In the event that the Agreement is
terminated for any reason other than Seller’s default, Buyer shall promptly
deliver to Seller copies of all written reports, studies and results of tests
and investigations obtained or conducted by Buyer with respect to the Property
(which obligation shall survive any termination of this Agreement) provided
that Seller first reimburses Buyer for the cost of obtaining such reports,
studies and results. All information so learned by Buyer shall be kept in
confidence pending the Closing.  If the
Closing does not take place for any reason, Buyer shall keep such information
in confidence thereafter (unless and until such


 


21

















 


information otherwise is
or becomes public knowledge through no fault of Buyer) and shall promptly
return to Seller all materials so provided by Seller; provided, that the
foregoing shall not prohibit Buyer from utilizing such information or materials
in connection with the exercise of its rights hereunder.  Buyer shall indemnify, defend and hold
harmless Seller from any damage or injury caused by Buyer’s or Buyer’s agents’
negligence or willful misconduct while reviewing Seller’s books and records at
the Property.  The foregoing provisions
shall survive the termination of this Agreement.


 


9.16         Damage to
Property.  Buyer
acknowledges that Buyer shall be responsible for any injury or damage to the
Property caused by Buyer or Buyer’s consultants, agents or representatives
during Buyer’s review of the Property, regardless of whether the Closing
occurs.  Buyer shall keep the Property
free from liens filed by Buyer’s contractors and consultants and shall indemnify,
defend and hold harmless Seller from and against all claims, actions, losses,
liabilities, damages, costs and expenses (including, but not limited to
reasonable attorneys’ fees and costs) incurred, suffered by, or claimed against
the Seller by reason of any damage to the Property or injury to persons caused
by Buyer and/or its agents, representatives or consultants in exercising its
rights to inspect the Property under this Agreement.  The foregoing provisions shall survive the Closing or any termination
of this Agreement.


 


9.17         Arbitration.  Any dispute or controversy between Seller,
on the one hand, and Buyer, on the other hand, in any way arising out of this
Agreement shall be resolved exclusively through final and binding arbitration
in Los Angeles, California, pursuant to California Code of Civil Procedure
Sections 1282 through 1284.2.  In the
event of such arbitration, unless otherwise required by law, Seller and Buyer
shall each pay one-half of the costs and expenses of such arbitration, and shall
separately pay its counsel fees and expenses. 
Notwithstanding any provision in this Section, neither party shall be
prohibited from seeking injunctive relief as necessary to maintain the status
quo pending an arbitration proceeding regarding the breach or threatened breach
of this Agreement.


 


 


[Balance of page left blank intentionally]


 


22

















 


IN WITNESS
WHEREOF, Seller and Buyer have executed this Agreement as of the date first
above written.


 


	
   

  	
  “BUYER”

  
	
   

  	
  LEXINGTON
  CORPORATE PROPERTIES TRUST,

  
	
   

  	
  a Maryland statutory real estate

  
	
   

  	
    investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ NATASHA
  ROBERTS

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Natasha Roberts

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “SELLER”

  
	
   

  	
   

  
	
   

  	
  SPECIALTY
  LABORATORIES, INC.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ FRANK J.
  SPINA

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank J. Spina

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice President & CFO

  
							



 


23

















 


FIRST
AMENDMENT TO AGREEMENT

FOR SALE AND LEASEBACK


 


FIRST
AMENDMENT TO AGREEMENT FOR SALE AND LEASEBACK (this
“Amendment”), made and entered into as of the 8th day of March, 2004 by and
between SPECIALTY LABORATORIES, INC. (“Seller”)
and LEXINGTON CORPORATE PROPERTIES TRUST (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS,
Buyer and Seller have previously entered into a certain
Agreement for Sale and Leaseback dated as of February 11, 2004 (the
“Agreement”) having as its subject matter the sale and leaseback of the
Property as more fully described therein; 
and


 


WHEREAS,
Buyer and Seller desire to modify and amend the Agreement.


 


NOW
THEREFORE, in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledge, the parties hereto agree as follows:


 


1.               Close of Escrow   Anything in Section 6.1 of the Agreement to
the contrary notwithstanding, Seller and Buyer agree that the Close of Escrow
shall be adjourned from March 8, 2004 to March 15, 2004.


 


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


 


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


 


24

















 


IN WITNESS WHEREOF,
Seller and Buyer have executed this First Amendment to Agreement for Purchase
and Sale as of the day and year first above written.


 


	
   

  	
  SELLER:

  	
  SPECIALTY LABORATORIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /S/ NICHOLAS R.
  SIMMONS

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Nicholas R. Simmons

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  	
  LEXINGTON CORPORATE

  
	
   

  	
   

  	
  PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /S/ BRENDEN P.
  MULLINIX

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Brenden P. Mullinix

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


25

















 


SECOND
AMENDMENT TO AGREEMENT

FOR SALE AND LEASEBACK


 


SECOND
AMENDMENT TO AGREEMENT FOR SALE AND LEASEBACK (this
“Amendment”), made and entered into as of the 11th day of March, 2004 by and
between SPECIALTY LABORATORIES, INC. (“Seller”)
and LEXINGTON CORPORATE PROPERTIES TRUST (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS,
Buyer and Seller have previously entered into a certain
Agreement for Sale and Leaseback dated as of February 11, 2004 as amended by a
certain First Amendment to Agreement for Sale and Leaseback dated March 8, 2004
(collectively, the “Agreement”) having as its subject matter the sale and
leaseback of the Property as more fully described therein;  and


 


WHEREAS,
Buyer and Seller desire to further modify and amend the
Agreement.


 


NOW
THEREFORE, in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledge, the parties hereto agree as follows:


 


2.               Extension of Due
Diligence Period Anything in Section 3.2 to the contrary notwithstanding,
the Due Diligence Period shall be extended to 5pm p Pacific Standard Time on
March 12, 2004.


 


3.               Close of Escrow   Anything in Section 6.1 of the Agreement to
the contrary notwithstanding, Seller and Buyer agree that the Close of Escrow
shall be adjourned from March 15, 2004 to March 16, 2004.


 


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


 


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


 


26

















 


IN WITNESS WHEREOF,
Seller and Buyer have executed this Second Amendment to Agreement for Purchase
and Sale as of the day and year first above written.


 


	
   

  	
  SELLER:

  	
  SPECIALTY LABORATORIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /S/ NICHOLAS R.
  SIMMONS

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Nicholas R. Simmons

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  	
  LEXINGTON CORPORATE

  
	
   

  	
   

  	
  PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /S/ BRENDEN P.
  MULLINIX

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Brenden P. Mullinix

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


27

















 


THIRD
AMENDMENT TO AGREEMENT

FOR SALE AND LEASEBACK


 


THIRD
AMENDMENT TO AGREEMENT FOR SALE AND LEASEBACK (this
“Amendment”), made and entered into as of the 12th day of March, 2004 by and
between SPECIALTY LABORATORIES, INC. (“Seller”)
and LEXINGTON CORPORATE PROPERTIES TRUST (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS,
Buyer and Seller have previously entered into a certain
Agreement for Sale and Leaseback dated as of February 11, 2004 as amended by a
certain First Amendment to Agreement for Sale and Leaseback dated March 8, 2004
and a Second Amendment to Agreement for Sale and Leaseback dated March 11, 2004
(collectively, the “Agreement”) having as its subject matter the sale and
leaseback of the Property as more fully described therein;  and


 


WHEREAS,
Buyer and Seller desire to further modify and amend the
Agreement.


 


NOW
THEREFORE, in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledge, the parties hereto agree as follows:


 


4.             Extension of Due
Diligence Period Anything in Section 3.2 to the contrary notwithstanding,
the Due Diligence Period shall be extended to 5pm Pacific Standard Time on
March 17, 2004 for those matters identified in Exhibit B attached
hereto, it being agreed that Buyer has waived its right to terminate the
Agreement for any other matter.


 


5.             Close of Escrow   Anything in Section 6.1 of the Agreement to
the contrary notwithstanding, Seller and Buyer agree that the Close of Escrow
shall be adjourned from March 16, 2004 to March 18, 2004.


 


3.             Description of the
Land.  Exhibit A to the
Agreement is hereby deleted and the Exhibit A attached hereto is
substituted in its place.  Wherever in
the Agreement, a legal description of the land is required as an exhibit,
including but not limited to, Exhibit A to the Memorandum of Lease, the Exhibit
A attached hereto shall be substituted therefore.


 


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


 


28

















 


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


 


IN WITNESS WHEREOF,
Seller and Buyer have executed this Third Amendment to Agreement for Purchase
and Sale as of the day and year first above written.


 


	
   

  	
  SELLER:

  	
  SPECIALTY LABORATORIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /S/ NICHOLAS R.
  SIMMONS

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Nicholas R. Simmons

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  	
  LEXINGTON CORPORATE

  
	
   

  	
   

  	
  PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /S/ BRENDEN P.
  MULLINIX

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Brenden P. Mullinix

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


29

















 


FOURTH
AMENDMENT TO AGREEMENT

FOR SALE AND LEASEBACK


 


FOURTH
AMENDMENT TO AGREEMENT FOR SALE AND LEASEBACK (this
“Amendment”), made and entered into as of the 17th day of March, 2004 by and
between SPECIALTY LABORATORIES, INC. (“Seller”)
and LEXINGTON
LION CLARITA L.P. as successor by assignment to LEXINGTON CORPORATE PROPERTIES TRUST (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS,
Buyer and Seller have previously entered into a certain
Agreement for Sale and Leaseback dated as of February 11, 2004 as amended by a
certain First Amendment to Agreement for Sale and Leaseback dated March 8,
2004, a Second Amendment to Agreement for Sale and Leaseback dated March 11,
2004 and a Third Amendment to Agreement for Sale and Leaseback dated March 12,
2004 (collectively, the “Agreement”) having as its subject matter the sale and
leaseback of the Property as more fully described therein;  and


 


WHEREAS,
Buyer and Seller desire to further modify and amend the
Agreement.


 


NOW
THEREFORE, in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledge, the parties hereto agree as follows:


 


6.             Extension of Due
Diligence Period Anything in Section 3.2 to the contrary notwithstanding,
the Due Diligence Period shall be extended to 5pm Pacific Standard Time on
March 18, 2004 for those matters identified in Exhibit A attached
hereto, it being agreed that Buyer has waived its right to terminate the
Agreement for any other matter.


 


7.             Close of Escrow   Anything in Section 6.1 of the Agreement to
the contrary notwithstanding, Seller and Buyer agree that the Close of Escrow
shall be adjourned from March 18, 2004 to March 19, 2004.


 


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


 


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


 


30

















 


IN WITNESS WHEREOF,
Seller and Buyer have executed this Fourth Amendment to Agreement for Purchase
and Sale as of the day and year first above written.


 


	
   

  	
  SELLER:

  	
  SPECIALTY LABORATORIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/ NICHOLAS R.
  SIMMONS

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Nicholas R. Simmons

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  	
  LEXINGTON LION CLARITA L.P.

  
	
   

  	
   

  	
  By:

  	
  Lexington Lion Clarita
  GP LLC, its

  general partner

  
	
   

  	
   

  	
   

  	
  By:

  	
  Lexington/Lion Venture
  L.P., its

  
	
   

  	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  	
  By:

  	
  Lex GP, LLC, its
  general

  
	
   

  	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/ BRENDEN P.
  MULLINIX

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Brenden P. Mullinix

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
									



 


31