Exhibit 10.2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this “
Agreement ”) is
effective as of this 1st day of June, 2007, by and between
Lexington Realty Trust, a Maryland real estate investment trust
(“ LXP ”), and The Lexington Master Limited Partnership, a
Delaware limited partnership (“ MLP ”).
WITNESSETH :
WHEREAS, LXP is the owner of certain membership
interests in Lexington Acquiport Company, LLC, a Delaware limited
liability company (the “ Company ”), (all of the
membership interests in the Company owned by LXP are hereafter
referred to as the “ Interests ”) issued pursuant to
the Operating Agreement of the Company dated as of July 14, 1999,
between LXP and The Comptroller Of The State Of New York, As
Trustee Of The Common Retirement Fund (the “
Fund ”), as
amended by that certain First Amendment to Operating Agreement of
the Fund, dated as of December 5, 2001, between LXP and the Fund,
that certain Second Amendment to Operating Agreement of the Fund,
dated as of November 13, 2006, between LXP and the Fund, and that
certain Third Amendment to Operating Agreement of LAC, dated as of
June 1, 2007, between LXP and the Fund;
WHEREAS, LXP desires to contribute all of its right,
title and interest in the Interests to the Company in exchange for
units of limited partnership interests in the MLP (the
“ Contribution
”) in accordance with the provisions of that
certain Second Amended and Restated Agreement of Limited
Partnership of the MLP, dated December 31, 2006 (the “
Partnership Agreement ”);
WHEREAS, immediately after the Contribution, the MLP
will own the Interests; and
WHEREAS, the Fund, the only other member of the
Company, has consented to the Contribution.
NOW, THEREFORE, in consideration of the premises and
the representations, warranties and agreements hereinafter
contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Contribution . On and
effective as of the date hereof, subject to the terms and
conditions of this Agreement, LXP hereby contributes, and the MLP
hereby accepts, the Interests free and clear of all liens, claims,
charges and encumbrances of any kind or nature whatsoever, other
than the terms, covenants and provisions of this Agreement.
Following the Contribution, the Operating Agreement shall be
amended to admit the MLP as a member of the Company.
2.
Consideration . As
consideration for the Contribution, the MLP hereby issues, in
accordance with Section 4.2.B(2) of the Partnership Agreement,
3,077,633 units of limited partnership interests in the MLP to LXP,
which units are issued based on an Agreed Value (as defined in the
Partnership Agreement) of $64,373,316.
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3.
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Representations and Warranties of LXP
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(a)
Organization and Authority . LXP is duly organized, validly existing and in good standing
under the laws of its jurisdiction and has all requisite trust or
other power and authority to execute, deliver and perform this
Agreement and to consummate the transaction contemplated hereby.
LXP has duly taken all action necessary to authorize the execution,
delivery and performance of this Agreement.
(b)
No Conflict . Neither
the execution of this Agreement nor the consummation by LXP of the
transaction contemplated hereby
