10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ________________

Commission file number 33-04215

LEPERCQ CORPORATE INCOME FUND L.P.

(Exact name of registrant as specified in its charter)

Delaware	13-3779859
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Penn Plaza, Suite 4015
New York, NY	10119-4015
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (212) 692-7200

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x  No o.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o No x.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o  No x.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o  Accelerated filer o  Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o No x.

There is no public market for the units of Limited Partnership Interest. Accordingly, information with respect to the aggregate market value of units of Limited Partnership Interest has not been supplied.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in Lexington Realty Trust's Definitive Proxy Statement for its Annual Meeting of Shareholders, to be held on May 20, 2014, is incorporated by reference in this Annual Report on Form 10-K in response to Part III, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

TABLE OF CONTENTS

	Description	Page
	PART I
ITEM 1.	Business	3
ITEM 1A.	Risk Factors	7
ITEM 1B.	Unresolved Staff Comments	16
ITEM 2.	Properties	17
ITEM 3.	Legal Proceedings	19
ITEM 4.	Mine Safety Disclosures	19
	PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
ITEM 6.	Selected Financial Data	21
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	29
ITEM 8.	Financial Statements and Supplementary Data	30
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
ITEM 9A.	Controls and Procedures	51
ITEM 9B.	Other Information	51
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	52
ITEM 11.	Executive Compensation	52
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	53
ITEM 14.	Principal Accounting Fees and Services	54
	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	55

2

PART I.

Introduction

When we use the terms “LCIF,” the “Company,” “we,” “us” and “our,” we mean Lepercq Corporate Income Fund L.P. and all entities owned by us, including non-consolidated entities, except where it is clear that the term means only the parent company or only the parent company and consolidated entities. All interests in properties are held through special purpose entities, which we refer to as property owner subsidiaries or lender subsidiaries, which are separate and distinct legal entities, but in some instances are consolidated for financial statement purposes and/or disregarded for income tax purposes.

References herein to this Annual Report are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2013. When we use the term “Lexington” or “LXP,” we mean Lexington Realty Trust and when we use the term “REIT” we mean real estate investment trust. All references to “LCIF II” in this Annual Report mean Lepercq Corporate Income Fund II L.P., which was merged with and into us on December 30, 2013. Except as otherwise expressly provided herein, information presented in this Annual Report reflects the combined operations of us and LCIF II as if the merger of LCIF II with and into us occurred as of the earliest date. References to “OP units” or similar references refer to units of limited partner interests in LCIF and/or LCIF II, as applicable. All references to 2013, 2012 and 2011 refer to our fiscal years ended, or the dates, as the context requires, December 31, 2013, December 31, 2012 and December 31, 2011, respectively.

When we use the term “GAAP” we mean United States generally accepted accounting principles.

Cautionary Statements Concerning Forward-Looking Statements

This Annual Report, together with other statements and information publicly disseminated by us contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects,” “may,” “plans,” “predicts,” “will,” “will likely result” or similar expressions. Readers should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. In particular, among the factors that could cause actual results, performances or achievements to differ materially from current expectations, strategies or plans include, among others, those risks discussed below under “Risk Factors” in Part I, Item 1A of this Annual Report and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report. Except as required by law, we undertake no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.

Item 1. Business

General

We are a limited partnership formed under the state of Delaware. Our general partner is Lex GP-1 Trust, which we refer to as Lex GP, a Delaware statutory trust. Our purpose includes the conduct of any business that may be conducted lawfully by a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act, except that our partnership agreement requires our business to be conducted in such a manner that will permit Lexington to continue to be classified as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, or the Code, unless Lexington ceases to qualify as a REIT for reasons other than the conduct of our business.

Lexington is the sole equity owner of (1) Lex GP and (2) Lex LP-1 Trust, or Lex LP, a Delaware statutory trust.  Lexington, through Lex GP and Lex LP, holds, as of December 31, 2013, approximately 95.0% of our outstanding OP units. Our remaining OP units are beneficially owned by E. Robert Roskind, Chairman of Lexington, and certain non-affiliated investors. As the sole equity owner of our general partner, Lexington has the ability to control all of our day-to-day operations subject to the terms of our partnership agreement. Our core assets primarily consist of general purpose, single-tenant office and industrial assets and land investments subject to long-term leases, in well-located and growing markets or critical to the tenant's business. A majority of these properties and all land interests are subject to net or similar leases, where the tenant bears all or substantially all of the costs, including cost increases, for real estate taxes, utilities, insurance and ordinary repairs.

3

As of December 31, 2013, we had equity ownership interests in approximately 42 consolidated real estate properties, located in 24 states and containing an aggregate of approximately 8.0 million square feet of space, approximately 97.5% of which was leased.

History

We were formed as a limited partnership on March 14, 1986 under the laws of the state of Delaware to invest in existing real estate properties net leased to corporations or other entities. We commenced an offering to the public of OP units in July 1986, which was completed in March 1987.

In October 1993, Lexington Corporate Properties, Inc. (the predecessor to Lexington) was formed upon the roll-up of LCIF and LCIF II. In the roll-up transaction, we became an operating partnership subsidiary for Lexington Corporate Properties, Inc. Lexington Corporate Properties, Inc. changed its name to Lexington Corporate Properties Trust and ultimately to Lexington Realty Trust.

On December 30, 2013, LCIF II was merged with and into us, with us as the surviving entity. Following the merger, (1) all properties owned by LCIF II are now owned by us and (2) all LCIF II OP units were exchanged for our OP units or cash. Prior to the effective date of this merger, there were approximately 3.6 million OP units in the aggregate outstanding in us and LCIF II (not including those owned by Lexington). Approximately 0.2 million former LCIF II OP units elected or were deemed to elect the cash consideration by the February 1, 2014 deadline, and were converted into the right to receive such cash consideration.

Current Economic Uncertainty and Capital Market Volatility

Our business continues to be impacted in a number of ways by the continued uncertainty in the overall economy and volatility in the capital markets. We encourage you to read “Risk Factors” included elsewhere in this Annual Report for a discussion of certain risks we may face and “Management's Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report for a detailed discussion of the trends we believe are impacting our business.

Objectives and Strategy

Under and subject to the terms of our partnership agreement, LXP has the ability to control all of our day-to-day operations. Our business is substantially the same as the business of LXP; except that we are dependent on LXP for management of our operations and future investments. We do not have any employees, executive officers or a board of directors. LXP also invests in assets and conducts business directly and through other subsidiaries. LXP allocates investments to itself and its other subsidiaries or us as it deems appropriate and in accordance with certain obligations under the partnership agreement with respect to allocations of non-recourse liabilities.

We generally acquire assets (1) that will be leveraged at or following acquisition, which supports our obligation to allocate non-recourse liabilities to our limited partners, and (2) as part of a tax-deferred exchange with the seller of the asset who is issued OP units as a form of consideration, although such tax deferred exchanges have not been utilized in recent years.

The assets which we seek are generally subject to net or similar leases, which allow us to distribute cash to holders of OP units without requiring cash contributions for operating expenses. However, cash distributions are reduced to the extent we are obligated for operating and capital expenses, without reimbursement. To avoid such reductions, we may borrow funds from LXP.

Competition

As an operating partnership subsidiary of LXP, we compete with numerous commercial developers, real estate companies, financial institutions, such as banks and insurance companies, and other investors with greater financial or other resources when seeking properties for acquisition and tenants.

4

Environmental Matters

Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property as well as certain other potential costs relating to hazardous or toxic substances. These liabilities may include government fines and penalties and damages for injuries to persons and adjacent property. Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence or disposal of such substances. Although generally the tenants of the properties in which we have an interest are primarily responsible for any environmental damage and claims related to the leased premises, in the event of the bankruptcy or inability of a tenant of such premises to satisfy any obligations with respect to such environmental liability, a property owner subsidiary may be required to satisfy such obligations. In addition, as the owner of such properties, a property owner subsidiary may be held directly liable for any such damages or claims irrespective of the provisions of any lease.

From time to time, in connection with the conduct of our business and generally upon acquisition of a property and prior to surrender by a tenant, the property owner subsidiary authorizes the preparation of a Phase I and, when recommended, a Phase II environmental report with respect to its properties. Based upon management's ongoing review of the properties in which we have an interest, management is not aware of any environmental condition with respect to any of these properties, which would be reasonably likely to have a material adverse effect on us. There can be no assurance, however, that (1) the discovery of environmental conditions, which were previously unknown, (2) changes in law, (3) the conduct of tenants or (4) activities relating to properties in the vicinity of the properties in which we have an interest, will not expose us to material liability in the future. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of the tenants of properties in which we have an interest.

Summary of 2013 Transactions and Recent Developments

The following summarizes certain of our transactions in 2013:

Sales/Dispositions. With respect to sales/dispositions, we:

– disposed of our interests in properties to unaffiliated third parties for an aggregate gross disposition price of $37.3 million; and

– conveyed in foreclosure two properties to the lenders thereof for full satisfaction of the related aggregate $29.9 million non-recourse mortgages.

Acquisitions/Investments. With respect to acquisitions/investments, we:

– acquired a portfolio of three land parcels in New York, New York for an aggregate $302.0 million. The land parcels are subject to 99-year net leases;

– completed a build-to-suit retail property in Albany, Georgia for a capitalized cost of $7.4 million. The property is subject to a 15-year net lease; and

– completed a foreclosure and acquired the office building in Schaumburg, Illinois and invested $9.0 million in the property.

Leasing. Our property owner subsidiaries entered into 21 new leases and lease extensions encompassing 1.4 million square feet of space.

Financing. With respect to financing activities, we:

– retired $71.6 million in property non-recourse mortgage debt with a weighted-average interest rate of 6.0%;

– obtained $213.5 million in non-recourse mortgage financing on the New York, New York land parcels with a 4.7% interest rate;

– guaranteed $250.0 million aggregate principal amount of 4.25% Senior Notes due 2023, or 4.25% Senior Notes, issued by Lexington which are unsecured and rated investment grade by Moody's Investor Services, Inc., or Moody’s, and Standard & Poor's Rating Services, or S&P, which ratings have lowered the debt financing costs of Lexington and its subsidiaries, including us;

5

– refinanced with Lexington our $300.0 million secured revolving credit facility with a $300.0 million unsecured revolving credit facility with KeyBank National Association, which we refer to as KeyBank, as agent. We, with Lexington, also increased the availability from $300.0 million to $400.0 million. The unsecured revolving credit facility matures in February 2017 but can be extended until February 2018 at Lexington's option. The unsecured revolving credit facility bears interest at LIBOR plus 0.95% to 1.725% based on Lexington's unsecured debt investment-grade credit rating from S&P and Moody’s;

– in connection with the refinancing discussed above, we, with Lexington, also procured a five-year $250.0 million unsecured term loan facility from KeyBank as agent. The unsecured term loan matures in February 2018 and requires regular payments of interest only at interest rates ranging from LIBOR plus 1.10% to 2.10% based on Lexington's unsecured debt investment-grade rating from S&P and Moody’s; and

– with Lexington, amended our $255.0 million secured term loan agreement maturing in 2019 to release the collateral securing such term loan.

Capital. With respect to capital activities, we:

– issued an aggregate 26.8 million OP units to Lexington for $320.9 million; and

– repurchased and retired all outstanding (approximately 2.7 million in the aggregate) Class B Preferred Units held by Lexington for an aggregate purchase price of approximately $64.7 million.

Subsequent to December 31, 2013, we:

– converted approximately 0.2 million former LCIF II OP units into the right to receive approximately $2.0 million in aggregate cash for such OP units in connection with the merger of LCIF II with and into us;

– with Lexington, borrowed $99.0 million on the unsecured term loan maturing in 2018 and entered into an interest rate swap agreement fixing the LIBOR component of the borrowing at 1.155%;

– repaid, with Lexington, all outstanding borrowings under the line of credit; and

– guaranteed $250.0 million original principal amount of Lexington’s 4.25% Senior Notes due 2023 that have been registered under the Securities Act and were issued in exchange for the 4.25% Senior Notes.

Other

Employees. We do not have any employees. All necessary personnel are provided by LXP through Lex GP.

Industry Segments. We operate in primarily one industry segment, single-tenant real estate assets.

Web Site. We do not have a web site. Lexington's Internet address is www.lxp.com. Information contained on Lexington's web site or the web site of any other person is not incorporated by reference into this Annual Report or any of our other filings or furnishings with the Securities and Exchange Commission or Commission.

We can be contacted through LXP’s Investor Relations Department at Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, New York 10119-4015, Attn: Investor Relations, by telephone: (212) 692-7200, or by e-mail: ir@lxp.com.

Principal Executive Offices. Our principal executive offices are located at One Penn Plaza, Suite 4015, New York, New York 10119-4015; our telephone number is (212) 692-7200.

6

Item 1A. Risk Factors

Set forth below are material factors that may adversely affect our business and operations.

Risks Related to Our Business

We are subject to risks involved in single-tenant leases.

We focus our acquisition activities on real estate properties that are net leased to single tenants. Therefore, the financial failure of, or other default by, a single tenant under its lease is likely to cause a significant or complete reduction in the operating cash flow generated by the property leased to that tenant and might decrease the value of that property and result in a non-cash impairment charge. In addition, our property owner subsidiary will be responsible for 100% of the operating costs following a vacancy at a single-tenant building.

We rely on revenues derived from major tenants.

Revenues from several tenants and/or their guarantors constitute a significant percentage of our base rental revenues. The default, financial distress or bankruptcy of any of the tenants and/or guarantors of these properties could cause interruptions in the receipt of lease revenues and/or result in vacancies, which would reduce the property owner subsidiary's revenues and increase operating costs until the affected property is re-let, and could decrease the ultimate sale value of that property. Upon the expiration or other termination of the leases that are currently in place with respect to these properties, the property owner subsidiary may not be able to re-lease the vacant property at a comparable lease rate, at all, or without incurring additional expenditures in connection with the re-leasing.

You should not rely on the credit ratings of our tenants.

Some of our tenants are rated by Moody's, Fitch, Inc. and/or S&P. Any such credit ratings are subject to ongoing evaluation by these credit rating agencies and we cannot assure you that any such ratings will not be changed or withdrawn by these rating agencies in the future if, in their judgment, circumstances warrant. If these rating agencies assign a lower-than-expected rating or reduce or withdraw, or indicate that they may reduce or withdraw the credit rating of a tenant, the value of our investment in any properties leased by such tenant could significantly decline. Furthermore, in a bankruptcy, leases are treated differently than unsecured debt.

Our assets may be subject to impairment charges.

We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on GAAP, which include a variety of factors such as market conditions, the status of significant leases, the financial condition of major tenants and other factors that could affect the cash flow or value of an investment. During 2013 and 2011, we incurred $10.0 million and $14.0 million, respectively, of non-cash impairment charges, excluding loan losses recorded on loans receivable. We may continue to take similar non-cash impairment charges, which would reduce our net income. These impairments could have a material adverse effect on our financial condition and results of operations.

Furthermore, we may take an impairment charge on a property subject to a non-recourse secured mortgage which reduces the book value of such property to its fair value, which may be below the balance of the mortgage on our balance sheet. Upon foreclosure or other disposition, we may be required to recognize a gain on debt satisfaction equal to the difference between the fair value of the property and the balance of the mortgage.

Our interests in loans receivable are subject to delinquency, foreclosure and loss.

Our interests in loans receivable are generally non-recourse and secured by real estate properties owned by borrowers that were unable to obtain similar financing from a commercial bank. These loans are subject to many risks including delinquency. The ability of a borrower to repay a loan secured by a real estate property is typically and primarily dependent upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If a borrower were to default on a loan, it is possible that we would not recover the full value of the loan as the collateral may be non-performing.

In 2013, we foreclosed on a loan receivable, which was secured by an office property in Schaumburg, Illinois. The loan had an outstanding balance of $21.6 million (not including default interest and other penalties), which we believe was less than the estimated fair value of the property. Also, as of December 31, 2013, the tenant of the property in Westmont, Illinois, which we sold in 2007 but issued a purchase mortgage to the buyer, terminated its lease effective November 2013. Accordingly, we reduced our carrying value to an estimated fair value of $12.6 million and recorded a loan loss of $13.9 million.

7

We face uncertainties relating to lease renewals and re-letting of space.

Upon the expiration of current leases for space located in properties in which we have an interest, our property owner subsidiaries may not be able to re-let all or a portion of such space, or the terms of re-letting (including the cost of concessions to tenants and leasing commissions) may be less favorable than current lease terms or market rates. If our property owner subsidiaries are unable to promptly re-let all or a substantial portion of the space located in their respective properties, or if the rental rates a property owner subsidiary receives upon re-letting are significantly lower than current rates, our earnings and ability to satisfy our debt service and guarantee obligations may be adversely affected due to the resulting reduction in rent receipts and increase in property operating costs. There can be no assurance that our property owner subsidiaries will be able to retain tenants in any of our properties upon the expiration of leases.

We may not be able to generate sufficient cash flow to meet our debt service and guarantee obligations.

Our ability to make payments on and to refinance our indebtedness or guarantees and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or guarantees and fund our other liquidity needs. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase.

We may need to refinance all or a portion of our indebtedness on or before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

• our financial condition and market conditions at the time; and

• restrictions in the agreements governing our indebtedness

As a result, we may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity, or delaying strategic acquisitions and alliances or capital expenditures, any of which could have a material adverse effect on our operations. We cannot assure you that we will be able to effect any of these actions on commercially reasonable terms, or at all.

We are dependent upon Lexington for our business.

We are an operating partnership subsidiary of Lexington.  Lexington, through (1) Lex GP, acts as our general partner, and (2) Lex LP, is our majority limited partner.  We have no employees and we are dependent upon Lexington and its employees for the operation of our business, including the acquisition, disposition and management of our properties, investments and other assets and sourcing of equity and debt financing.  The continued service of Lexington and its employees is not guaranteed.  We generally have no access to investment opportunities or equity or debt financing sources without Lexington.  Lexington has no obligation to allocate any investment opportunities to us or provide us debt or equity financing.  As a result, if Lexington and its employees were unable or unwilling to provide or are unsuccessful at providing such services to us, our business, financial condition and results of operations could be adversely affected.  

Furthermore, Lexington is dependent upon its executive officers whose continued service is not guaranteed.  Lexington has employment agreements, which expire in January 2015, with its (1) Chief Executive Officer and President, (2) Chairman, (3) Vice Chairman and Chief Investment Officer and (4) Executive Vice President, Chief Financial Officer and Treasurer.  However, an employment agreement does not in itself prevent an employee from resigning.  Lexington’s inability to retain any of the services of these executive officers or Lexington’s loss of any of their services could adversely impact our operations.  Lexington does not maintain key man life insurance coverage on its executive officers.

8

Acquisition activities may not produce expected results and may be affected by outside factors.

Acquisitions of commercial properties entail certain risks, such as (1) underwriting assumptions such as occupancy, rental rates and expenses may differ from actual results, (2) the properties may become subject to environmental liabilities that we were unaware of at the time we acquired the property despite any environmental testing, (3) we may have difficulty obtaining financing on acceptable terms or paying the operating expenses and debt service associated with acquired properties prior to sufficient occupancy and (4) projected exit strategies may not come to fruition due to a variety of factors such as market conditions at time of dispositions.

We may also fail to complete acquisitions or investments on satisfactory terms. Failure to complete acquisitions or be allocated acquisition opportunities by Lexington, could have a material adverse effect on our financial condition and results of operations.

Redevelopment and new project development are subject to numerous risks, including risks of construction delays, cost overruns or force majeure events that may increase project costs, new project commencement risks such as the receipt of zoning, occupancy and other required governmental approvals and permits, and the incurrence of development costs in connection with projects that are not pursued to completion. 

Some of our acquisitions and developments may be financed using temporary financing sources that may result in a risk that permanent financing for newly acquired projects might not be available or would be available only on disadvantageous terms.  If permanent financing is not available on acceptable terms or if Lexington determines not to arrange for permanent financing, future acquisitions may be curtailed, or cash available to satisfy our debt service or guarantee obligations may be adversely affected.

We face certain risks associated with our build-to-suit activities.

From time to time, we engage in, or provide capital to developers who are engaged in, build-to-suit activities. We face uncertainties, associated with a developer's performance and timely completion of a project, including the performance or timely completion by contractors and subcontractors. If a developer, contractor or subcontractor fails to perform, we may resort to legal action to compel performance, remove the developer or rescind the purchase or construction contract.

A developer's performance may also be affected or delayed by conditions beyond the developer's control. We attempt to mitigate such conditions by providing for penalties and related grace periods in the underlying lease.

We may incur additional risks when we make periodic progress payments or other advances to developers before completion of construction. These and other factors can result in increased costs of a project or loss of our investment. We also rely on third-party construction managers and/or engineers to monitor the construction activities.

We rely on rental income and expense projections and estimates of the fair market value of a property upon completion of construction when agreeing upon a purchase price at the time we acquire the property, which may be up to two years prior to the estimated date of completion. If our projections are inaccurate or markets change, we may pay more than the fair value of a property.

Our multi-tenant properties expose us to additional risks.

Our multi-tenant properties involve risks not typically encountered in real estate properties which are operated by a single tenant. The ownership of multi-tenant properties could expose us to the risk that a sufficient number of suitable tenants may not be found to enable the property to operate profitably and provide a return to us. This risk may be compounded by the failure of existing tenants to satisfy their obligations due to various factors. These risks, in turn, could cause a material adverse impact to our results of operations and business.

Multi-tenant properties are also subject to tenant turnover and fluctuation in occupancy rates, which could affect our operating results. Furthermore, multi-tenant properties expose us to the risk of potential “CAM slippage,” which may occur when the actual cost of taxes, insurance and maintenance at the property exceeds the operating expenses paid by tenants and/or the amounts budgeted.

9

We face possible liability relating to environmental matters.

Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, as an owner of real property, our property owner subsidiaries may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under the properties in which we have an interest as well as certain other potential costs relating to hazardous or toxic substances. These liabilities may include government fines and penalties and damages for injuries to persons and adjacent property. These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those substances. This liability may be imposed on our property owner subsidiaries in connection with the activities of an operator of, or tenant at, the property. The cost of any required remediation, removal, fines or personal or property damages, and our liability therefore, could be significant and could exceed the value of the property and/or our aggregate assets. In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect a property owner subsidiary's ability to sell or rent that property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability to satisfy our debt service obligations and to make distributions.

A property can also be adversely affected either through physical contamination or by virtue of an adverse effect upon value attributable to the migration of hazardous or toxic substances, or other contaminants that have or may have emanated from other properties. Although the tenants of the properties in which we have an interest are primarily responsible for any environmental damages and claims related to the leased premises, in the event of the bankruptcy or inability of any of the tenants of the properties in which we have an interest to satisfy any obligations with respect to the property leased to that tenant, our property owner subsidiary may be required to satisfy such obligations. In addition, we may be held directly liable for any such damages or claims irrespective of the provisions of any lease.

From time to time, in connection with the conduct of our business, our property owner subsidiaries authorize the preparation of Phase I environmental reports and, when recommended, Phase II environmental reports, with respect to their properties. There can be no assurance that these environmental reports will reveal all environmental conditions at the properties in which we have an interest or that the following will not expose us to material liability in the future:

• the discovery of previously unknown environmental conditions;

• changes in law;

• activities of tenants; or

• activities relating to properties in the vicinity of the properties in which we have an interest.

Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of the tenants of the properties in which we have an interest, which could adversely affect our financial condition or results of operations.

From time to time we are involved in legal proceedings arising in the ordinary course of our business.

Legal proceedings arising in the ordinary course of our business require time and effort.  The outcomes of legal proceedings are subject to significant uncertainty. In the event that we are unsuccessful in defending or prosecuting these proceedings, as applicable, we may incur a judgment or fail to realize an award of damages that could have an adverse effect on our financial condition.

Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition.

Under Lexington’s blanket insurance program, we carry comprehensive liability, fire, extended coverage and rent loss insurance on certain of the properties in which we have an interest, with policy specifications and insured limits that Lexington believes are customary for similar properties. However, with respect to those properties where the leases do not provide for abatement of rent under any circumstances, we generally do not maintain rent loss insurance. In addition, certain of our leases require the tenant to maintain all insurance on the property, and the failure of the tenant to maintain the proper insurance could adversely impact our investment in a property in the event of a loss. Furthermore, there are certain types of losses, such as losses resulting from wars, terrorism or certain acts of God, that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in a property as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types could adversely affect our financial condition and results of operations.

10

Future terrorist attacks, military conflicts and unrest in various regions could have a material adverse effect on general economic conditions, consumer confidence and market liquidity.

The types of terrorist attacks since 2001, on-going and future military conflicts and the continued unrest in various regions may affect commodity prices and interest rates, among other things. An increase in interest rates may increase our costs of borrowing, leading to a reduction in our earnings. An increase in the price of oil will also cause an increase in our operating costs, which may not be reimbursed by our tenants. Also, terrorist acts could result in significant damages to, or loss of, our properties or the value thereof.

We and the tenants of the properties in which we have an interest may be unable to obtain adequate insurance coverage on acceptable economic terms for losses resulting from acts of terrorism. Our lenders may require that we carry terrorism insurance even if we do not believe this insurance is necessary or cost effective. We may also be prohibited under the applicable lease from passing all or a portion of the cost of such insurance through to the tenant. Should an act of terrorism result in an uninsured loss or a loss in excess of insured limits, we could lose capital invested in a property as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types could adversely affect our financial condition.

Competition may adversely affect our ability to purchase properties.

There are numerous commercial developers, real estate companies, financial institutions, such as banks and insurance companies, and other investors, such as pension funds, private companies and individuals, with greater financial and other resources than we have that compete with us in seeking investments and tenants. Due to our dependence on Lexington and its focus on single-tenant properties located throughout the United States, and because most competitors are often locally and/or regionally focused, we do not always encounter the same competitors in each market. Our competitors include other REITs, financial institutions, insurance companies, pension funds, private companies and individuals. This competition may result in a higher cost for properties and lower returns and impact our ability to grow.

Our failure to maintain effective internal control over financial reporting could have a material adverse effect on our business and operating results.

Section 404 of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, as such standards may be modified, supplemented or amended from time to time, we will be required to disclose such failure and our financial reporting may not be relied on by most investors. Moreover, effective internal control, particularly related to revenue recognition, is necessary for us to produce reliable financial reports and to maintain Lexington’s qualification as a REIT and is important in helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, Lexington’s REIT qualification could be jeopardized, investors could lose confidence in our reported financial information and the trading price of our debt securities or the debt securities we guarantee could drop significantly.

Our ability to change our portfolio is limited because real estate investments are illiquid.

Investments in real estate are relatively illiquid and, therefore, our ability to change our portfolio promptly in response to changed conditions is limited. Lexington’s Board of Trustees may establish investment criteria or limitations as it deems appropriate, but currently does not limit the number or type of properties in which Lexington, and ultimately we, may seek to invest or on the concentration of investments in any one geographic region.

Our reported financial results may be adversely affected by changes in accounting principles applicable to us and the tenants of properties in which we have an interest.

GAAP is subject to interpretation by various bodies formed to promulgate and interpret appropriate accounting principles such as the Financial Accounting Standards Board. A change in these principles or interpretations could have a significant effect on our reported financial results, could affect the reporting of transactions completed before the announcement of a change and could affect the business practices and decisions of the tenants of properties in which we have an interest.

11

We have engaged and may engage in hedging transactions that may limit gains or result in losses.

We are a co-borrower or guarantor of certain of Lexington’s corporate level debt. Lexington has used derivatives to hedge certain of these liabilities and we and Lexington currently are parties to interest rate swap agreements with third parties. As of December 31, 2013, we and Lexington have aggregate interest rate swap agreements on $406.0 million of borrowings. The counterparties of these arrangements are major financial institutions; however, we are exposed to credit risk in the event of non-performance by the counterparties. This has certain risks, including losses on a hedge position, which may reduce the return on our investments. Such losses may exceed the amount invested in such instruments. In addition, counterparties to a hedging arrangement could default on their obligations. We may have to pay certain costs, such as transaction fees or breakage costs, related to hedging transactions.

There may be conflicts of interest among Lexington, E. Robert Roskind and us.

Lexington, in addition to controlling our general partner, controls our largest holder of OP units. E. Robert Roskind, Lexington’s Chairman, beneficially owns a significant number of OP units. As a result, Lexington and Mr. Roskind may face different and more adverse tax consequences if we sell our interests in certain properties or reduce mortgage indebtedness on certain properties even if it would be beneficial to holders of our debt or debt we guarantee, who we refer to as our debt security holders. Lexington and Mr. Roskind may, therefore, have different objectives than us and our debt security holders regarding the appropriate pricing and timing of any sale of such properties or reduction of mortgage debt. Our partnership agreement does not contain any provisions regarding conflicts of interest. Furthermore, Mr. Roskind beneficially owns a majority of the OP units consisting of special limited partner interests, which entitles Mr. Roskind to rights not afforded other holders of OP units.

In addition, both Lexington and Mr. Roskind engage in a wide variety of activities in the real estate business which may result in conflicts of interest with respect to matters affecting us.

Costs of complying with changes in governmental laws and regulations may adversely affect our results of operations.

We cannot predict what laws or regulations may be enacted in the future, how future laws or regulations will be administered or interpreted, or how future laws or regulations will affect our properties. Compliance with new laws or regulations, or stricter interpretation of existing laws, may require us or our tenants to incur significant expenditures, impose significant liability, restrict or prohibit business activities and could cause a material adverse effect on our results of operations.

Risks Related to Our Indebtedness

Our substantial indebtedness and the substantial amount of Lexington's debt we guarantee could adversely affect our financial condition and our ability to fulfill our obligations under the documents governing our unsecured indebtedness and otherwise adversely impact our business and growth prospects.

We have a substantial amount of debt and we guarantee a substantial amount of Lexington's debt. We refer to our debt and guarantees as “debt,” “debt securities” or “indebtedness” in the remainder of this Item 1A. “Risk Factors.” We have incurred, and may continue to incur, direct and indirect indebtedness in furtherance of our activities. Our partnership agreement does not limit the total amount of indebtedness that we may incur, and accordingly, we could become even more highly leveraged. As of December 31, 2013, our total consolidated indebtedness was approximately $430.7 million, including co-borrowed debt. While our debt financing sources are generally dependent on Lexington, Lexington had approximately $443.4 million available at December 31, 2013, under its principal credit agreement, subject to covenant compliance, of which we are a co-borrower.

Our substantial indebtedness could adversely affect our financial condition and results of operations and have important consequences to us and our debt security holders. For example, it could:

• make it more difficult for us to satisfy our indebtedness and debt service and guarantee obligations;

• increase our vulnerability to adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to the payment of interest on and principal of our indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes;

• limit our ability to borrow money or raise money to fund our development projects, working capital, capital expenditures, general corporate purposes or acquisitions;

• restrict us from making strategic acquisitions or exploiting business opportunities;

• place us at a disadvantage compared to competitors that have less debt; and

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

12

In addition, the agreements that govern our current indebtedness contain, and the agreements that may govern any future indebtedness that we may incur may contain, financial and other restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of our debt.

Market interest rates could have an adverse effect on our borrowing costs, profitability and the value of our fixed-rate debt securities.

We are generally dependent on Lexington for debt financing sources. As a co-borrower on or guarantor of certain of Lexington’s debt, we have exposure to market risks relating to increases in interest rates on Lexington’s variable-rate debt. An increase in interest rates may increase our costs of borrowing on existing variable-rate indebtedness, leading to a reduction in our earnings. As of December 31, 2013, $48.0 million was outstanding in consolidated variable-rate indebtedness on Lexington's unsecured revolving credit facility that was not subject to an interest rate swap agreement. The level of our variable-rate indebtedness, along with the interest rate associated with such variable-rate indebtedness, may change in the future and materially affect our interest costs and earnings. In addition, our interest costs on our fixed-rate indebtedness may increase if we are required to refinance our fixed-rate indebtedness upon maturity at higher interest rates.

Furthermore, fixed-rate debt securities generally decline in value as market rates rise, as a result, the value of Lexington’s fixed-rate debt securities, which we guarantee, may decline in value.

Continued disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms and have other adverse effects on us.

In recent years, the United States credit markets have experienced significant dislocations and liquidity disruptions which have caused the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain cases have resulted in the unavailability of certain types of debt financing. Continued uncertainty in the credit markets may negatively impact our ability to access additional debt financing on reasonable terms, which may negatively affect our ability to make acquisitions. A prolonged downturn in the credit markets may cause us to seek alternative sources of potentially less attractive financing and may require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of capital or difficulties in obtaining capital. These events in the credit markets have also had an adverse effect on other financial markets in the United States, which may make it more difficult or costly for Lexington or us to raise capital. These disruptions in the financial markets may have other adverse effects on us or the economy in general.

Covenants in certain of the agreements governing our debt could adversely affect our financial condition and our investment activities.

Lexington’s unsecured revolving credit facility and unsecured term loans, which we are co-borrowers under, and the indentures governing Lexington’s 4.25% Senior Notes and 6.00% Convertible Guaranteed Notes due 2030, which we guarantee, contain certain cross-default and cross-acceleration provisions as well as customary restrictions, requirements and other limitations on our ability, as a subsidiary of Lexington, to incur indebtedness and consummate mergers, consolidations or sales of all or substantially all of our assets. Our ability to borrow under both Lexington’s unsecured revolving credit facility and unsecured term loan is subject to Lexington’s consent and compliance with certain other covenants. In addition, failure to comply with these covenants could cause a default under the applicable debt instrument and we may then be required to repay such debt with capital from other sources. Under those circumstances other sources of capital may not be available to us or be available only on unattractive terms. Additionally, our ability to satisfy current or prospective lenders' insurance requirements may be adversely affected if lenders generally insist upon greater insurance coverage against acts of terrorism than is available to us in the marketplace or on commercially reasonable terms.

We rely on debt financing, including borrowings under Lexington’s unsecured revolving credit facility, unsecured term loan and debt securities, and debt secured by individual properties, for working capital, including to finance our investment activities. If we are unable to obtain financing from these or other sources, or to refinance existing indebtedness upon maturity, our financial condition and results of operations could be adversely affected.

13

A downgrade in Lexington’s credit ratings could materially adversely affect our business and financial condition.

The credit ratings assigned to Lexington’s debt could change based upon, among other things, its results of operations and financial condition or the real estate industry generally. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, these credit ratings are not recommendations to buy, sell or hold any securities. Any downgrade of Lexington’s debt could materially adversely affect the market price of its and/or our debt securities. If any of the credit rating agencies that have rated Lexington’s debt downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates that its outlook for that rating is negative, it could also have a material adverse effect on our costs and availability of capital, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows and our ability to satisfy our debt service or guarantee obligations.

We face risks associated with refinancings.

A significant number of the properties in which we have an interest are subject to mortgage or other secured notes with balloon payments due at maturity. In addition, Lexington’s corporate level borrowings, certain of which we are a co-borrower on or guarantor of, require interest only payments with all principal due at maturity.

As of December 31, 2013, the consolidated scheduled balloon payments, for the next five calendar years, are as follows ($ in millions):

Year	Non-Recourse Property-Specific Balloon Payments		Co-Borrower Debt Balloon Payments
2014	$	—	$	—
2015	$	37.5	$	—
2016	$	15.0	$	—
2017	$	8.7	$	9.7
2018	$	—	$	30.5

The ability to make the scheduled balloon payment on a non-recourse mortgage note will depend upon (1) in the event we determine to contribute capital, our cash balances, the amount available under Lexington’s unsecured credit facility and Lexington’s willingness to contribute capital to us, and (2) the property owner subsidiary's ability either to refinance the related mortgage debt or to sell the related property. If the property owner subsidiary is unable to refinance or sell the related property, the property may be conveyed to the lender through foreclosure or other means or the property owner subsidiary may declare bankruptcy.

We face risks associated with returning properties to lenders.

A significant number of the properties in which we have an interest are subject to non-recourse mortgages, which generally provide that a lender's only recourse upon an event of default is to foreclose on the property. During 2013, two properties in which we had an interest, were conveyed via foreclosure to the lenders thereof. As a result, we lost all of our interest in these properties and any future opportunities to re-tenant these properties. The loss of a significant number of properties to foreclosure or bankruptcy could adversely affect our financial condition and results of operations, relationships with lenders and ability to obtain additional financing in the future.

In addition, a lender may attempt to trigger a carve out to the non-recourse nature of a mortgage loan. To the extent a lender is successful, the ability of our property owner subsidiary to return the property to the lender may be inhibited and we may be liable for all or a portion of such loan.

Certain of our properties are cross-collateralized, and certain of our indebtedness is subject to cross-default and cross-acceleration provisions.

To the extent that any of the properties in which we have an interest are cross-collateralized, any default by the property owner subsidiary under the mortgage note relating to one property will result in a default under the financing arrangements relating to any other property that also provides security for that mortgage note or is cross-collateralized with such mortgage note.

In addition, certain of our borrowings contain cross-default and/or cross-acceleration provisions, which may be triggered if we or Lexington default on certain indebtedness in excess of certain thresholds.

14

Risks Related to Our Outstanding Debt Securities and Our Guarantees of Lexington Debt

The effective subordination of our unsecured indebtedness made by us may reduce amounts available for payment on our unsecured indebtedness and any related guaranty.

The holders of our secured debt may foreclose on the assets securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt and any guaranty of unsecured indebtedness. The holders of any of our secured debt also would have priority over unsecured creditors in the event of a bankruptcy, liquidation or similar proceeding.

We are the only subsidiary of Lexington that guarantees its debt and the assets of our subsidiaries may not be available to make payments on Lexington’s or our unsecured indebtedness and any related guarantees may be released in the future if certain events occur.

As of December 31, 2013, we are the only co-borrower or guarantor of Lexington’s unsecured indebtedness.  In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of any such subsidiary’s debt, including trade creditors, will generally be entitled to payment of their claims from the assets of such subsidiaries before any assets are made available for distribution to Lexington or us.

In addition, we will be deemed released if our obligations as a co-borrower or guarantor under Lexington’s principal credit agreement terminates pursuant to its terms or if it is amended to remove certain or all of Lexington’s guarantors as borrowers or guarantors. Substantially, all of our assets are held through subsidiaries.  Consequently, our cash flow and our ability to meet our debt service and guarantee obligations depends in large part upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries to us in the form of distributions or otherwise. 

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of certain of our unsecured indebtedness to return payments received from Lexington, us or any other guarantor.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee:

• issued the guarantee to delay, hinder or defraud present or future creditors; or

• received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee, and:

◦ was insolvent or rendered insolvent by reason of such incurrence;

◦ was engaged or about to engage in a business or transaction for which the guarantor’s remaining unencumbered assets constituted unreasonably small capital to carry on its business; or

◦ intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if, at the time it incurred the debt:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

We cannot be sure as to the standards that a court would use to determine whether or not any guarantor was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of such guaranty would not be voided or any such guaranty would not be subordinated to that of such guarantor’s other debt. If a case were to occur, any such guaranty could also be subject to the claim that, since the guaranty was incurred for our or Lexington's benefit, and only indirectly for the benefit of such guarantor or us, the obligations of such guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees or subordinate the guarantees to such guarantor’s other debt or take other action detrimental to holders of our unsecured indebtedness.

15

Risks Related to Lexington’s Structure

There can be no assurance that Lexington will remain qualified as a REIT for federal income tax purposes.

Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, for which there are only limited judicial or administrative interpretations. The Code provisions and income tax regulations applicable to REITs are more complex than those applicable to corporations. The determination of various factual matters and circumstances not entirely within Lexington’s control may affect its ability to continue to qualify as a REIT. No assurance can be given that Lexington has qualified or will remain qualified as a REIT. In addition, no assurance can be given that legislation, regulations, administrative interpretations or court decisions will not significantly change the requirements for qualification as a REIT or the federal income tax consequences of such qualification. Our partnership agreement provides Lexington with certain rights related to maintaining its REIT status. If Lexington exercises these rights to maintain its REIT status, our financial position, results of operations and cash flows may be adversely effected.

Lexington may be subject to the REIT prohibited transactions tax, which could result in significant U.S. federal income tax liability to Lexington and prevent us from completing certain transactions.

A REIT will incur a 100% tax on the net income from a prohibited transaction. Generally, a prohibited transaction includes a sale or disposition of property held primarily for sale to customers in the ordinary course of a trade or business. Accordingly, we may not pursue a sale or disposition of a property because of the tax impact to Lexington, even if it would be beneficial to us.

Distribution requirements imposed on Lexington by law limit our flexibility.

To maintain Lexington’s status as a REIT for federal income tax purposes, Lexington is generally required to distribute to its shareholders at least 90% of its taxable income for that calendar year. To the extent that Lexington satisfies the distribution requirement, but distributes less than 100% of its taxable income, Lexington will be subject to federal corporate income tax on its undistributed income. In addition, Lexington will incur a 4% nondeductible excise tax on the amount, if any, by which its distributions in any year are less than the sum of (i) 85% of its ordinary income for that year, (ii) 95% of its capital gain net income for that year and (iii) 100% of its undistributed taxable income from prior years. We intend to continue to make distributions to holders of our OP units, which includes indirectly, Lexington, to assist Lexington in complying with its distribution requirements. Differences in timing between the receipt of income and the payment of expenses in determining our income and the effect of required debt amortization payments could require us to borrow funds on a short-term basis in order to meet Lexington's distribution requirements that are necessary to achieve the tax benefits associated with Lexington qualifying as a REIT.

Item 1B. Unresolved Staff Comments

There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Exchange Act.

16

Item 2. Properties

Properties

General.  As of December 31, 2013, we had equity ownership interests in approximately 42 consolidated real estate properties, located in 24 states and encompassing 8.0 million square feet, 97.5% of which was leased. The properties in which we have an equity interest are leased to tenants in various industries, including finance/insurance, service, technology, consumer products and automotive.

The properties in which we have an interest are generally subject to net or similar leases; however, in certain leases, the property owner subsidiaries are responsible for roof, structural and other repairs. In addition, certain of the properties in which we have an interest are subject to leases in which the landlord is responsible for a portion of the real estate taxes, utilities and general maintenance. Furthermore, the property owner subsidiaries are or will be responsible for all operating expenses of any vacant properties, and the property owner subsidiaries may be responsible for a significant amount of operating expenses of multi-tenant properties.

Ground Leases. Certain of the properties in which we have an interest are subject to long-term ground leases where either the tenant of the building on the property or a third party owns and leases the underlying land to the property owner subsidiary. For certain of the properties held under a ground lease, the ground lessee has a purchase option. At the end of these long-term ground leases, unless extended or the purchase option exercised the land together with all improvements thereon reverts to the landowner.

Property Specific Debt. As of December 31, 2013, we had $339.2 million of consolidated mortgage debt outstanding. As of December 31, 2013, we had no related balloon payments maturing in 2014 and $37.5 million of related balloon payments maturing in 2015.

Property Charts. The following table lists our consolidated properties by type, their locations, the primary tenant/guarantor, the net rentable square feet, the expiration of the primary lease term and percent leased, as applicable, as of December 31, 2013.

17

LEPERCQ CORPORATE INCOME FUND L.P. CONSOLIDATED PORTFOLIO

PROPERTY CHART

As of December 31, 2013

Property Location	City	State	Primary Tenant ( Guarantor)	Property Type	Net Rentable Square Feet	Current Lease Term Expiration	Percent Leased
2415 U.S. Hwy 78 East	Moody	AL	CEVA Logistics U.S., Inc. (CEVA Logistics Holdings, B.V. / PostNL N.V.)	Industrial	595,346	12/31/2017	100	%
2211 South 47th St.	Phoenix	AZ	Avnet, Inc.	Office	176,402	2/28/2023	100	%
3030 North 3rd St.	Phoenix	AZ	CopperPoint Mutual Insurance Company	Office	252,400	12/31/2029	100	%
26210 & 26220 Enterprise Court	Lake Forest	CA	Apria Healthcare, Inc. (Apria Healthcare Group, Inc.)	Office	100,012	1/31/2022	100	%
2706 Media Center Dr.	Los Angeles	CA	Sony Electronics Inc.	Multi-tenanted/ Office	83,252	8/31/2015	24	%
9201 E. Dry Creek Rd	Centennial	CO	The Shaw Group, Inc.	Office	128,500	9/30/2017	100	%
1315 West Century Dr.	Louisville	CO	Global Healthcare Exchange, Inc. (Global Healthcare Exchange, LLC)	Office	106,877	4/30/2017	100	%
100 Barnes Rd.	Wallingford	CT	3M Company	Office	44,400	6/30/2018	100	%
5600 Broken Sound Blvd.	Boca Raton	FL	Canon Solutions America, Inc. (Océ -USA Holding, Inc.)	Office	143,290	2/14/2020	100	%
4200 Northcorp Pkwy.	Palm Beach Gardens	FL	Multi-tenanted	Multi-tenanted/ Office	95,065	Various	36	%
4400 Northcorp Pkwy.	Palm Beach Gardens	FL	Office Suites Plus Properties, Inc.	Office	18,400	4/30/2014	100	%
3102 Queen Palm Dr.	Tampa	FL	Time Customer Service, Inc. (Time Incorporated)	Industrial	229,605	6/30/2020	100	%
832 N. Westover Blvd.	Albany	GA	Gander Mountain Company	Retail	45,064	11/30/2028	100	%
King St./1042 Fort St. Mall	Honolulu	HI	Multi-tenanted	Multi-tenanted/ Office	77,459	Various	69	%
7500 Chavenelle Rd.	Dubuque	IA	The McGraw-Hill Companies, Inc.	Industrial	330,988	6/30/2017	100	%
231 Martingale Rd.	Schaumburg	IL	CEC Educational Services, LLC (Career Education Corporation)	Office	317,198	12/31/2022	100	%
5200 Metcalf Ave.	Overland Park	KS	Swiss Re America Holding Corporation / Westport Insurance Corporation	Office	320,198	12/22/2018	100	%
4455 American Way	Baton Rouge	LA	New Cingular Wireless PCS, LLC	Office	70,100	10/31/2017	100	%
33 Commercial St.	Foxboro	MA	Invensys Systems, Inc. (Siebe, Inc.)	Office	164,689	6/30/2015	100	%
1601 Pratt Ave.	Marshall	MI	Autocam Corporation	Industrial	58,707	12/31/2023	100	%
26555 Northwestern Hwy.	Southfield	MI	Federal-Mogul Corporation	Office	187,163	1/31/2015	100	%
7670 Hacks Cross Rd.	Olive Branch	MS	MAHLE Clevite, Inc. (MAHLE Industries, Incorporated)	Industrial	268,104	2/28/2016	100	%
459 Wingo Rd.	Byhalia	MS	Asics America Corporation (Asics Corporation)	Industrial	513,734	3/31/2026	100	%
250 Swathmore Ave.	High Point	NC	Steelcase Inc.	Industrial	244,851	9/30/2017	100	%
671 Washburn Switch Rd.	Shelby	NC	Clearwater Paper Corporation	Industrial	673,518	5/31/2031	100	%
350 and 370-372 Canal St.	New York	NY	FC-Canal Ground Tenant LLC	Land	N/A	10/31/2112	100	%
309-313 West 39th St.	New York	NY	LG-39 Ground Tenant LLC	Land	N/A	10/31/2112	100	%
8-12 Stone St.	New York	NY	AL-Stone Ground Tenant LLC	Land	N/A	10/31/2112	100	%
191 Arrowhead Dr.	Hebron	OH	Owens Corning Insulating Systems, LLC	Industrial	250,410	5/31/2014	100	%
200 Arrowhead Dr.	Hebron	OH	Owens Corning Insulating Systems, LLC	Industrial	400,522	5/31/2014	100	%
6910 S. Memorial Hwy.	Tulsa	OK	Toys "R" Us, Inc. / Toys “R” Us-Delaware, Inc.	Retail	43,123	5/31/2016	100	%
250 Rittenhouse Circle	Bristol	PA	Northtec LLC (The Estée Lauder Companies Inc.)	Industrial	241,977	11/30/2026	100	%
2210 Enterprise Dr.	Florence	SC	Multi-tenanted	Multi-tenanted/ Office	176,557	Various	70	%
3476 Stateview Blvd.	Fort Mill	SC	Wells Fargo Bank, N.A.	Office	169,083	5/31/2024	100	%
3480 Stateview Blvd.	Fort Mill	SC	Wells Fargo Bank, N.A.	Office	169,218	5/31/2024	100	%
1460 Tobias Gadsen Blvd.	Charleston	SC	Hagemeyer North America, Inc.	Office	50,076	7/8/2020	100	%
400 E. Stone Ave.	Greenville	SC	Canal Insurance Company	Office	128,041	12/31/2029	100	%
477 Distribution Pkwy.	Collierville	TN	Federal Express Corporation / FedEx Techconnect, Inc.	Industrial	126,213	5/31/2021	100	%
4001 International Pkwy.	Carrollton	TX	Motel 6 Operating, LP (Accor S.A.)	Office	138,443	7/31/2015	100	%
2050 Roanoke Rd.	Westlake	TX	TD Auto Finance LLC	Office	130,290	12/31/2016	100	%
19500 Bulverde Rd.	San Antonio	TX	Elsevier STM Inc. (Reed Elsevier Inc.)	Industrial	559,258	3/31/2016	100	%
13651 McLearen Rd.	Herndon	VA	United States of America	Office	159,644	5/30/2018	100	%
			Consolidated Portfolio Total		7,988,177		97.5	%

18

The 2013 net effective annual rent for the consolidated portfolio as of December 31, 2013 was $8.36 per square foot, excluding land investments, and the weighted-average remaining lease term was 23.1 years.

The following chart sets forth certain information regarding lease expirations for the next ten years in our consolidated portfolio:

Year	Number of Lease Expirations	Square Feet	Annual Rent ($000)		Percentage of Annual Rent
2014	16	790,461	$	2,838	3.9	%
2015	18	524,051	8,804		12.1	%
2016	7	1,005,589	7,372		10.1	%
2017	5	1,476,662	7,869		10.8	%
2018	5	568,033	9,262		12.7	%
2019	3	28,091	310		0.4	%
2020	3	422,971	4,360		6.0	%
2021	1	126,213	751		1.0	%
2022	2	417,210	2,144		2.9	%
2023	2	235,109	2,160		3.0	%

The following chart sets forth the 2013 annual GAAP base rent ($000) based on the credit rating of our consolidated tenants at December 31, 2013⁽¹⁾:

	GAAP Base Rent		Percentage
Investment Grade	$	36,618	50.3	%
Non-investment Grade	5,783		7.9	%
Unrated	30,445		41.8	%
	$	72,846	100.0	%

(1) Credit ratings are based upon either tenant, guarantor or parent/sponsor. Generally, all multi-tenant assets are included in unrated. See Item 1A “Risk Factors”, above.

Item 3. Legal Proceedings

From time to time we are directly and indirectly involved in legal proceedings arising in the ordinary course of our business. We believe, based on currently available information, and after consultation with legal counsel, that although the outcomes of those normal course proceedings are uncertain, the results of such proceedings, in the aggregate, will not have a material adverse effect on our business, financial condition and results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

19

PART II.

Item 5. Market For Registrant's Common Equity, Related StockholderMatters And Issuer Purchases of Equity Securities

General. There is no established public trading market for the OP units.

Holders. As of March 14, 2014, we had approximately 338 holders of record of OP units.

Distributions. Since our formation in 1986, we have made quarterly distributions without interruption.

The weighted-average distributions per OP unit paid in each quarter for the last two years are as follows:

Quarters Ended	2013		2012
March 31,	$	0.22	$	0.22
June 30,	$	0.22	$	0.22
September 30,	$	0.22	$	0.22
December 31,	$	0.22	$	0.24

While we intend to continue paying regular quarterly distributions to holders of our OP units, the authorization of future distribution declarations will be at the discretion of our general partner and Lexington's Board of Trustees and will be subject to the terms of our partnership agreement and will depend on our and Lexington's actual cash flow, our and Lexington's financial condition and capital requirements, Lexington's annual distribution requirements under the REIT provisions of the Code and such other factors as our general partner and Lexington's Board of Trustees deems relevant. The actual cash flow available to pay distributions will be affected by a number of factors, including, among others, the risks discussed under “Risk Factors” in Part I, Item 1A and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report.

We do not believe that the financial covenants contained in our debt instruments, or the debt we guarantee, will have any adverse impact on our ability to pay distributions in the normal course of business to our OP unitholders.

Holders of OP units are able to participate in the dividend reinvestment component of Lexington's Direct Share Purchase Plan, where they can reinvest distributions on their OP units in Lexington's common shares at a discount.

Recent Sales of Unregistered Securities. During the fourth quarter of 2013, (1) we issued approximately 9.9 million in the aggregate OP units to Lexington in connection with Lexington's contribution of $108.8 million of proceeds from a common share offering and (2) we issued 28,921 OP units to Lexington in connection with Lexington's issuance of 32,565 common shares upon the redemption of OP units held by third parties. These OP units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. In addition, in the merger of LCIF II with and into us, we exchanged approximately 1.0 million OP units in LCIF II for an equal number of our OP units. These OP units were issued in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act.

In June 2013, we guaranteed $250.0 million aggregate principal amount of Lexington's 4.25% Senior Notes, which were issued in a private offering in reliance on the exemptions from registration provided by Section 4(a)(2), Rule 144A and Regulation S of the Securities Act. We guaranteed $250.0 million original principal amount of Lexington’s 4.25% Senior Notes due 2023 that have been registered under the Securities Act and were issued in exchange for the 4.25% Senior Notes.

Recent Purchases of Equity Securities. During the fourth quarter of 2013, we repurchased and retired all outstanding (approximately 2.7 million in the aggregate) Class B Preferred Units held by Lexington for an aggregate purchase price of $64.7 million.

20

Item 6. Selected Financial Data

The following tables set forth our selected historical consolidated summary financial data as of, and for each of the years ended December 31, 2013, 2012, 2011, 2010 and 2009. Our selected historical financial data is qualified in its entirety by reference to, and should be read in conjunction with, the “Risk factors” section included elsewhere in this Annual Report, our consolidated financial statements and notes thereto included elsewhere in this Annual Report, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this Annual Report for additional information.

On December 30, 2013, LCIF II was merged with and into us, with us as the surviving entity. Except as otherwise expressly provided herein, information presented in this Annual Report reflects the combined operations of us and LCIF II as if the merger of LCIF II with and into us occurred as of the earliest date.

The consolidated balance sheet information as of December 31, 2013 and 2012 and the consolidated statement of operations information and the consolidated statement of cash flows information for the years ended 2013, 2012 and 2011 has been derived from our historical consolidated financial statements which have been audited by KPMG LLP, an independent registered public accounting firm. The consolidated balance sheet information as of December 31, 2010 and 2009 and the consolidated statement of operations information and the consolidated statements of cash flows information for the year ended December 31, 2009 have been derived from unaudited historical consolidated financial statements not included in this Annual Report.

	Years ended December 31,
(in thousands, except per unit data and ratios)	2013			2012			2011			2010			2009
													(unaudited)
Total gross revenues	$	78,323		$	64,012		$	61,208		$	60,262		$	60,213
Expenses applicable to revenues	(37,525		)	(35,020		)	(34,791		)	(34,201		)	(33,871		)
Interest and amortization expense	(13,111		)	(14,883		)	(16,113		)	(18,759		)	(20,457		)
Income from continuing operations	10,667			12,806			14,303			12,432			3,007
Total discontinued operations	3,033			(2,064		)	(9,507		)	12,540			(20,105		)
Net income (loss)	13,700			10,742			4,796			24,972			(17,098		)
Income from continuing operations per unit	0.20			0.33			0.39			0.34			0.08
Income (loss) from discontinued operations  per unit	0.06			(0.05		)	(0.26		)	0.35			(0.55		)
Net income (loss) per unit	0.26			0.28			0.13			0.69			(0.47		)
Cash distributions per weighted-average unit (rounded)	0.87			0.90			0.82			0.78			0.55
Net cash provided by operating activities	43,272			37,720			43,676			48,345			39,773
Net cash provided by (used in) investing activities	(285,645		)	(56,530		)	(6,516		)	(54,373		)	60,372
Net cash provided by (used in) financing activities	248,190			6,984			(35,632		)	10,167			(84,517		)
Ratio of earnings to fixed charges	1.82			1.86			1.81			1.66			1.15

	As of December 31,
(in thousands)	2013		2012		2011		2010		2009
							(unaudited)		(unaudited)
Real estate assets, net, including real estate - intangible assets	$	829,484	$	567,153	$	542,097	$	561,696	$	608,571
Loans receivable, net	19,220		56,208		59,749		72,996		36,972
Total assets	914,439		675,697		665,114		694,782		693,312
Mortgages and notes payable, including discontinued operations	339,179		204,664		290,184		316,818		342,203
Co-borrower debt	91,551		50,986		13,451		12,881		49,862
Partners' capital	448,067		216,544		200,047		225,574		191,761

21

Item. 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In this discussion, we have included statements that may constitute “forward-looking statements.” Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These statements may relate to our future plans and objectives, among other things. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those indicated in the forward-looking statements include, among others, those discussed in “Risk Factors” and “Cautionary Statements Concerning Forward-Looking Information” sections included elsewhere in this Annual Report.

Overview

General. We were formed as a limited partnership on March 14, 1986 under the laws of the state of Delaware to invest in existing real estate properties net-leased to corporations or other entities.

Our purpose includes the conduct of any business that may be conducted lawfully by a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act, except that our partnership agreement requires business to be conducted in such a manner that will permit LXP to continue to be classified as a REIT under Sections 856 through 860 of the Code, unless LXP ceases to qualify as a REIT for reasons other than the conduct of our business. On December 30, 2013, LCIF II was merged with and into us, with us as the surviving entity. Except as otherwise expressly provided herein, information presented in this Annual Report reflects the combined operations of us and LCIF II as if the merger of LCIF II with and into us occurred as of the earliest date.

Our business is substantially the same as the business of LXP and includes investment in single-tenant assets; except that we are dependent on LXP for management of our operations and future investments. We do not have any employees, executive officers or a board of directors. LXP also invests in assets and conducts business directly and through other subsidiaries. LXP allocates investments to itself and its other subsidiaries or to us as it deems appropriate and in accordance with certain obligations under our partnership agreement with respect to allocations of non-recourse liabilities.

LXP, through Lex GP and Lex LP, holds, as of December 31, 2013, 95.0% of our outstanding OP units. Our remaining OP units are beneficially owned by E. Robert Roskind, Chairman of LXP, and certain non-affiliated investors. As the sole equity owner of our general partner, LXP has the ability to control all of our day-to-day operations, subject to the terms of our partnership agreement.

 Our revenues and cash flows are generated predominantly from property rent receipts. As a result, growth in revenues and cash flows is directly correlated to our ability to (1) acquire income producing real estate assets and (2) re-lease properties that are vacant, or may become vacant, at favorable rental rates.

Critical Accounting Policies. The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported and related disclosures of contingent assets and liabilities. A summary of our significant accounting policies, as applicable, which are important to the portrayal of its financial condition and results of operations, is set forth in note 2 to the 2013 Consolidated Financial Statements, which are included elsewhere in this Annual Report.

The following is a summary of the critical accounting policies, which require some of the most difficult, subjective and complex judgments.

Basis of Presentation and Consolidation. The consolidated financial statements are prepared on the accrual basis of accounting. The financial statements reflect our accounts and the accounts of our consolidated subsidiaries. We consolidate our wholly-owned subsidiaries, partnerships and joint ventures, if any, which we control through (1) voting rights or similar rights or (2) by means other than voting rights if we are the primary beneficiary of a variable interest entity, which we refer to as a VIE. Entities which we do not control and entities which are VIEs in which we are not the primary beneficiary are generally accounted for by the equity method. Significant judgments and assumptions are made by Lex GP, as the general partner, to determine whether an entity is a VIE such as those regarding an entity's equity at risk, the entity's equity holders' obligations to absorb anticipated losses and other factors. In addition, the determination of the primary beneficiary of a VIE requires judgment to determine the party that has (1) power over the significant activities of the VIE and (2) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE.

22

Judgments and Estimates. Our management has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses to prepare the consolidated financial statements in conformity with GAAP. These estimates and assumptions are based on our management's best estimates and judgment. Our management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Our management adjusts such estimates when facts and circumstances dictate. The most significant estimates made include the recoverability of accounts receivable, allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed, the determination of VIEs and entities that should be consolidated, the determination of impairment of long-lived assets and loans receivable and the valuation and the useful lives of long-lived assets.

Purchase Accounting and Acquisition of Real Estate. The fair value of the real estate acquired, which includes the impact of fair value adjustments for assumed mortgage debt related to property acquisitions, is allocated to the acquired tangible assets, consisting of land, building and improvements and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases and value of tenant relationships, based in each case on their fair values.

The fair value of the tangible assets of an acquired property (which includes land, building and improvements and fixtures and equipment) is determined by valuing the property as if it were vacant. The “as-if-vacant” value is then allocated to land and building and improvements based on our management's determination of relative fair values of these assets. Factors considered by our management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, our management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Our management also estimates costs to execute similar leases including leasing commissions.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market lease values are recorded based on the difference between the current in-place lease rent and management's estimate of current market rents. Below-market lease intangibles are recorded as part of deferred revenue and amortized into rental revenue over the non-cancelable periods and bargain renewal periods of the respective leases. Above-market leases are recorded as part of intangible assets and amortized as a direct charge against rental revenue over the non-cancelable portion of the respective leases.

The aggregate value of other acquired intangible assets, consisting of in-place leases and tenant relationship values, is measured by the excess of (1) the purchase price paid for a property over (2) the estimated fair value of the property as if vacant, determined as set forth above. This aggregate value is allocated between in-place lease values and tenant relationship values based on management's evaluation of the specific characteristics of each tenant's lease. The value of in-place leases is amortized to expense over the remaining non-cancelable periods and any bargain renewal periods of the respective leases. The value of tenant relationships is amortized to expense over the applicable lease term plus expected renewal periods.

Revenue Recognition. We recognize lease revenue on a straight-line basis over the term of the lease unless another systematic and rational basis is more representative of the time pattern in which the use benefit is derived from the leased property. Renewal options in leases with rental terms that are lower than those in the primary term are excluded from the calculation of straight line rent if the renewals are not reasonably assured. In those instances in which we fund tenant improvements and the improvements are deemed to be owned by us, as applicable, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When our management determines that the tenant allowances are lease incentives, we commence revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. The lease incentive is recorded as a deferred expense and amortized as a reduction of revenue on a straight-line basis over the respective lease term. Determining if a tenant allowance is a lease incentive requires significant judgment. We recognize lease termination payments as a component of rental revenue in the period received, provided that there are no further obligations under the lease; otherwise the lease termination payment is amortized on a straight-line basis over the remaining obligation period. All above-market lease assets, below-market lease liabilities and deferred rent assets or liabilities for terminated leases are charged against or credited to rental revenue in the period the lease is terminated. All other capitalized lease costs and lease intangibles are accelerated via amortization expense to the date of termination.

Gains on sales of real estate are recognized based on the specific timing of the sale as measured against various criteria related to the terms of the transactions and any continuing involvement associated with the properties. If the sales criteria are not met, the gain is deferred and the finance, installment or cost recovery method, as appropriate, is applied until the sales criteria are met. To the extent either we sell a property and retain a partial ownership interest in the property, we recognize gain to the extent of the third-party ownership interest.

23

Accounts Receivable. Our management continuously monitors collections from our tenants and would make a provision for estimated losses based upon historical experience and any specific tenant collection issues that it has identified.

Impairment of Real Estate.Our management evaluates the carrying value of all tangible and intangible real estate assets for possible impairment when an event or change in circumstance has occurred that indicates its carrying value may not be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash flows to be derived from the asset. If such cash flows are less than the asset's carrying value, an impairment charge is recognized to the extent by which the asset's carrying value exceeds the estimated fair value. Estimating future cash flows is highly subjective and such estimates could differ materially from actual results.

Loans Receivable. Our management evaluates the collectability of both interest and principal of any loans receivable and, if circumstances warrant, to determine whether the loan is impaired. A loan is considered to be impaired, when based on current information and events, it is probable that the holder will be unable to collect all amounts due according to the existing contractual terms. Significant judgments are required in determining whether impairment has occurred. When a loan is considered to be impaired, the amount of the loss accrual is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan's effective interest rate, the loan's observable current market price or the fair value of the underlying collateral. Interest on impaired loans is recognized on a cash basis.

Acquisition, Development and Construction Arrangements. Our management evaluates loans receivable where we participate in residual profits through loan provisions or other contracts to ascertain whether we have the same risks and rewards as an owner or a joint venture partner. Where management concludes that such arrangements are more appropriately treated as an investment in real estate, such loan receivable is reflected as an equity investment in real estate under construction in the Consolidated Balance Sheets. In these cases, no interest income is recorded on the loan receivable and capitalized interest is recorded during the construction period. In arrangements where we engage a developer to construct a property or provide funds to a tenant to develop a property, the funds provided to the developer/tenant and internal costs of interest and real estate taxes, if applicable, are capitalized during the construction period.

The accounting for these critical accounting policies and implementation of accounting guidance issued in the future involves the making of estimates based on current facts, circumstances and assumptions which could change in a manner that would materially affect management's future estimates with respect to such matters. Accordingly, future reported financial conditions and results could differ materially from financial conditions and results reported based on management's current estimates.

Liquidity

General. Our principal sources of liquidity have been (1) undistributed cash flows generated from our investments, (2) the public and private equity and debt markets, including issuances of OP units to LXP, (3) property specific debt, (4) corporate level borrowings in conjunction with LXP, (5) commitments from co-investment partners and (6) proceeds from the sales of investments.

Cash Flows. We believe that cash flows from operations will continue to provide adequate capital to fund our operating and administrative expenses, regular debt service obligations and all distribution payments in accordance with our partnership agreement requirements in both the short-term and long-term. However, without a capital event, which would most likely involve LXP, we do not have the ability to fund balloon payments on maturing mortgages or acquire new investments.

Cash flows from operations as reported in the Consolidated Statements of Cash Flows totaled $43.3 million, $37.7 million and $43.7 million for 2013, 2012 and 2011, respectively. The underlying drivers that impact working capital and therefore cash flows from operations are the timing of (1) the collection of rents and tenant reimbursements and loan interest payments from borrowers, and (2) the payment of interest on mortgage debt and operating and general and administrative costs. We believe the net-lease structure of the leases encumbering a majority of the properties in which we have an interest mitigates the risks of the timing of cash flows from operations since the payment and timing of operating costs related to the properties are generally borne directly by the tenant. Collection and timing of tenant rents is closely monitored by management as part of our cash management program. Cash flows from operations are also impacted by the level of acquisition volume and sales of properties.

Net cash used in investing activities totaled $285.6 million, $56.5 million and $6.5 million in 2013, 2012 and 2011, respectively. Cash used in investing activities related primarily to investments in real estate properties, co-investment programs and loans receivable, and an increase in deferred leasing costs, deposits and restricted cash. Cash provided by investing activities related primarily to proceeds from the sale of properties, collection of loans receivable, distributions from non-consolidated entities in excess of accumulated earnings and changes in escrow deposits and restricted cash. Therefore, the fluctuation in investing activities relates primarily to the timing of investments and dispositions.

24

Net cash provided by (used in) financing activities totaled $248.2 million, $7.0 million and $(35.6) million in 2013, 2012 and 2011, respectively. Cash provided by financing activities was primarily attributable to net proceeds from non-recourse mortgages, co-borrower debt, issuance of OP units and related party advances, net. Cash used by financing activities was primarily attributable to distribution payments, redemption of OP units, related party payments, net, debt payments and repurchases and an increase in deferred financing costs.

OP units. Substantially all outstanding OP units are redeemable by the holder of the OP unit at certain times for approximately 1.13 common shares of LXP per one OP unit or, at Lex GP’s election, with respect to certain OP units, cash. Substantially all outstanding OP units require the operating partnership to pay quarterly distributions to the holders of such OP units equal to the dividends paid to LXP common shareholders on an as redeemed basis and the remaining OP units have stated distributions in accordance with their respective partnership agreement. To the extent that LXP’s dividend per share is less than a stated distribution per OP unit per the applicable partnership agreement, the stated distributions per OP unit are reduced by the percentage reduction in LXP's dividend. LXP and us are parties to a funding agreement under which each party may be required to fund distributions made on account of OP units or dividends made on account of LXP common shares. No OP units have a liquidation preference.

Prior to the effective date of the merger of LCIF II with and into us, we and LCIF II had a total of approximately 3.6 million aggregate OP units outstanding other than OP units held by LXP. Approximately 0.2 million former LCIF II OP units elected or were deemed to elect the cash consideration in the merger by the February 1, 2014 deadline and were converted into the right to receive such cash consideration.

As a result of the general deterioration in real estate values which commenced in 2008, few sellers of real estate have been seeking OP units as a form of consideration. Therefore, the number of OP units not owned, directly or indirectly, by LXP that will be outstanding in the future may decrease as such OP units are redeemed for LXP common shares.

Property Specific Debt. As of December 31, 2013 and December 31, 2012, we had $339.2 million and $204.7 million, respectively, of consolidated property specific debt outstanding. As of December 31, 2013, we had no property specific debt with related balloon payments maturing in 2014 and $37.5 million of property specific debt with related balloon payments maturing in 2015. If a mortgage is unable to be refinanced upon maturity, we will be dependent on LXP’s liquidity resources to satisfy such mortgage to avoid transferring the underlying property to the lender or selling the underlying property to a third party.

The mortgages encumbering the properties in which we have an interest are generally non-recourse to us such that the title of the property may be transferred in satisfaction of the mortgage obligation. During 2013, we conveyed two properties in satisfaction of the aggregate $29.9 million non-recourse secured mortgage loans. There are significant risks associated with conveying properties to lenders through foreclosure which are described in "Risk Factors" included elsewhere or incorporated by reference in this Annual Report.

The current economic environment has impacted our ability to obtain property specific debt on favorable terms in many cases. In 2008, property specific mortgage lending nearly ceased. Since then, the number of lenders and available loan proceeds have diminished significantly. In addition, the required loan to value ratios have decreased and the covenants, including required reserve amounts, have increased. Accordingly, we may not be able to find favorable financing to refinance existing mortgages upon maturity.

Corporate Borrowings. We, together with LXP, are borrowers under LXP’s corporate borrowing facilities. Outstanding indebtedness is recorded on the books of the applicable borrower requesting and receiving the proceeds of such indebtedness. However, we do not have the independent ability without LXP to obtain funds from such borrowing facilities.

Co-investment Programs and Joint Ventures. We believe that entering into co-investment programs and joint ventures with institutional investors and other real estate companies is a good way to access private capital while mitigating its risks in certain assets and increasing its return on equity to the extent it earns management or other fees. However, due to LXP’s REIT status, we are prohibited from earning management fees because we are not taxable REIT subsidiaries. As a result, LXP’s investments in co-investment programs and joint ventures are generally outside of us.

Capital Recycling. Part of our strategy to effectively manage our balance sheet involves pursuing and executing well on property dispositions and recycling of capital. During 2013, we disposed of our interests in properties for a gross disposition price of $37.3 million. The net proceeds received from dispositions were primarily used to retire indebtedness and make new investments. In addition, in 2013, we disposed of our interests in two properties via foreclosure in full satisfaction of an aggregate $29.9 million of related non-recourse mortgages.

25

Liquidity Needs. Our principal liquidity needs are the contractual obligations set forth below under “–Contractual Obligations” and the payment of distributions to the holders of OP units, each as applicable.

If we are unable to satisfy our liquidity needs with cash flow from operations, we intend to use borrowings, including from Lexington, and, with respect to distributions to the holders of OP units, the funding agreement described above. If such borrowings are unavailable, we or one of our subsidiaries may default on our obligations or lose our assets in foreclosure or through bankruptcy proceedings.

Capital Resources

General. Due to the net-lease structure of a majority of our investments, we historically have not incurred significant expenditures in the ordinary course of business to maintain the properties in which we have an interest. However, particularly since 2008, as leases have expired, we have incurred costs in extending the existing tenant leases, re-tenanting the properties with a single-tenant, or converting the property to multi-tenant use. The amounts of these expenditures can vary significantly depending on tenant negotiations, market conditions and rental rates.

Single-Tenant Properties. We do not anticipate significant capital expenditures at the single-tenant properties in which we have an interest since these properties are generally subject to net or similar leases where the tenants at these properties bear all or substantially all of the cost of property operations, maintenance and repairs. However, at certain properties subject to net-leases, we are responsible for replacement and/or repair of certain capital items, which may or may not be reimbursed. In addition, at certain single-tenant properties that are not subject to a net-lease, we have a level of property operating expense responsibility, which may or may not be reimbursed.

Multi-Tenant Properties. Primarily as a result of non-renewals at single-tenant net-lease properties, we may have interests in multi-tenant properties. While tenants are generally responsible for increases over base year expenses, the landlord would be generally responsible for the base-year expenses and capital expenditures at these properties.

Vacant Properties. To the extent there is a vacancy in a property, we would be obligated for all operating expenses, including real estate taxes and insurance. If a property is vacant for an extended period of time, we may incur substantial capital expenditure costs to re-tenant the property.

Property Expansions. Under certain leases, tenants have the right to expand the facility located on a property in which we have an interest. In the past, these expansions have generally been funded, and in the future we expect these expansions to generally be funded, with either additional secured borrowings, the repayment of which was, and will be, funded out of rental increases under the leases covering the expanded properties, borrowings under LXP's unsecured revolving credit facility or capital contributions from LXP.

Ground Leases. The tenants of properties in which we have an interest generally pay the rental obligations on ground leases either directly to the fee holder or to the landlord as increased rent. However, we are responsible for these payments under certain leases and at vacant properties.

Environmental Matters.Based upon management's ongoing review of the properties in which we have an interest, management is not aware of any environmental condition with respect to any of these properties, which would be reasonably likely to have a material adverse effect on us. There can be no assurance, however, that (1) the discovery of environmental conditions, which were previously unknown, (2) changes in law, (3) the conduct of tenants or (4) activities relating to properties in the vicinity of the properties in which we have has an interest, will not expose us to material liability in the future. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of the tenants of properties in which we have an interest.

26

Results of Operations

Year ended December 31, 2013 compared with the year ended December 31, 2012. The increase in total gross revenues in 2013 of $14.3 million is primarily attributable to an increase in rental revenue. The increase in rental revenue was primarily due to new property acquisition revenue of $16.2 million, offset by a reduction of $1.2 million due to lease extensions entered into at rents below previous rental amounts and $1.0 million related to an increase in vacancy at one property.

 Depreciation and amortization increased $1.9 million primarily due to property acquisitions.

The increase in property operating expense of $0.6 million is primarily due to operating expenses incurred at a newly acquired property.

The decrease in interest and amortization expense of $1.8 million was primarily due to retirement of debt.

Non-operating income decreased $1.2 million primarily due to reduced interest income earned on a loan receivable, which was in default, secured by an office property in Schaumburg, Illinois.

 The decrease in litigation reserve of $0.9 million relates to litigation, which was settled in 2012.

 The increase in debt satisfaction charges, net, of $1.6 million was primarily due to defeasance costs and write-off of deferred financing costs relating to the satisfaction of secured non-recourse mortgage debt in 2013.

The loan loss in 2013 relates to a $13.9 million loan loss recognized on our loan receivable collateralized by an office property in Westmont, Illinois.

 Discontinued operations represent properties sold or held for sale. The increase in total income from discontinued operations of $5.1 million is primarily due to an increase in debt satisfaction gains, net, of $3.1 million, a $2.1 million increase in income from discontinued operations and an increase in gains on sales of properties of $9.9 million, offset in part by an increase in impairment charges of $10.0 million.

 The increase in net income of $3.0 million was primarily due to the items discussed above.

Year ended December 31, 2012 compared with the year ended December 31,2011. The increase in total gross revenues in 2012 of $2.8 million is primarily attributable to an increase in rental revenue of $2.6 million. The increase in rental revenue was primarily due to new property acquisition revenue of $2.3 million.

 The decrease in interest and amortization expense of $1.2 million was primarily due to the retirement of debt.

 The increase in property operating expense of $0.5 million was primarily due to an increase in real estate tax expense at certain properties.

 Non-operating income decreased $4.5 million due to the satisfaction of loans receivable resulting in less interest earned and reduced interest income earned on a loan receivable, which was in default, secured by an office property in Schaumburg, Illinois.

The litigation reserve of $0.9 million in 2012 relates to a litigation that was settled with a payment by us of $0.9 million.

 Discontinued operations represent properties sold or held for sale. The decrease in net loss from discontinued operations of $7.4 million was primarily due to a decrease in impairment charges of $14.0 million, offset by an increase in debt satisfaction charges, net, of $1.3 million and a decrease in income from discontinued operations of $5.1 million.

 The increase in net income of $5.9 million was primarily due to the items discussed above.

The increase in net income in future periods will be closely tied to the level of acquisitions made by us and leasing activity. Without acquisitions and favorable leasing activity, the sources of growth in net income are limited to index-adjusted rents (such as the consumer price index), reduced interest expense on amortizing mortgages and debt refinancings and by controlling other variable overhead costs. However, there are many factors beyond management's control that could offset these items including, without limitation, increased interest rates, decreased occupancy rates, tenant monetary defaults, delayed acquisitions and the other risks described in our periodic reports filed with the Commission.

27

Off-Balance Sheet Arrangements

We are co-borrowers or guarantors of corporate borrowing facilities and debt securities of LXP. In addition, we, from time to time, guarantee certain tenant improvement allowances and lease commissions on behalf of subsidiaries when required by the related tenant or lender. However, we do not believe these guarantees are material to us as the obligations under and risks associated with such guarantees are priced into the rent under the lease or the value of the property.

Contractual Obligations

The following summarizes our principal contractual obligations as of December 31, 2013 ($000's)⁽¹⁾:

	2014		2015		2016		2017		2018		2019 and Thereafter		Total
Mortgages and notes payable(2)	$	1,828	$	39,028	$	16,558	$	10,369	$	1,759	$	269,637	$	339,179
Mortgages and notes interest payable	17,125		15,828		14,508		13,818		13,489		80,602		155,370
Operating lease obligations(3)	277		277		277		269		230		2,748		4,078
Co-borrower debt(4)	—		—		—		9,679		30,450		51,422		91,551
	$	19,230	$	55,133	$	31,343	$	34,135	$	45,928	$	404,409	$	590,178

(1) Excludes related party advances, which are due upon demand.

(2) Includes balloon payments

(3) Includes ground lease payments. Amounts disclosed do not include rents that adjust to fair market value.

(4) We are co-borrowers with Lexington under a revolving credit facility and term loans. We are allocated a portion of this debt pursuant to an allocation agreement with Lexington.

28

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk relates primarily to our fixed-rate debt and, to the extent we rely on LXP for liquidity, LXP’s variable-rate debt. As of December 31, 2013 and 2012, we had $9.7 million and $0, respectively, of variable-rate co-borrower debt on our consolidated balance sheet. During 2013 and 2012, our variable-rate indebtedness had a weighted-average interest rate of 2.0% and 2.5%, respectively. Had the weighted-average interest rate been 100 basis points higher, our interest expense for 2013 and 2012 would have been increased by approximately $229 thousand and $126 thousand, respectively.

As of December 31, 2013 and December 31, 2012, our consolidated fixed-rate debt, including co-borrower debt, was $421.1 million and $255.7 million, respectively, which represented 97.8% and 100.0% of total long-term indebtedness, respectively.

For certain of our financial instruments, fair values are not readily available since there are no active trading markets as characterized by current exchanges between willing parties. Accordingly, we derive or estimate fair values using various valuation techniques, such as computing the present value of estimated future cash flows using discount rates commensurate with the risks involved. However, the determination of estimated cash flows may be subjective and imprecise. Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. The following fair value was determined using the interest rates that we believe our outstanding fixed-rate debt would warrant as of December 31, 2013 and are indicative of the interest rate environment as of December 31, 2013, and do not take into consideration the effects of subsequent interest rate fluctuations. Accordingly, we estimate that the fair value of our fixed-rate debt, including co-borrower debt, was $421.9 million.

Our interest rate risk objectives are to limit the impact of interest rate fluctuations on cash flows and to lower overall borrowing costs. To achieve these objectives, we manage exposure to fluctuations in market interest rates through the use of fixed-rate debt instruments.

29

Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

LEPERCQ CORPORATE INCOME FUND L.P. CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	31
Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012	32
Consolidated Statements of Operations for Years Ended December 31, 2013, 2012 and 2011	33
Consolidated Statements of Changes in Partners' Capital for the Years Ended December 31, 2013, 2012 and 2011	34
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011	35
Notes to Consolidated Financial Statements	36

30

Report of Independent Registered Public Accounting Firm

The Partners

Lepercq Corporate Income Fund L.P.:

We have audited the accompanying consolidated balance sheets of Lepercq Corporate Income Fund L.P. and subsidiaries (the “Partnership”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we have also audited the accompanying financial statement schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lepercq Corporate Income Fund L.P. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

(signed) KPMG LLP

New York, New York

March 17, 2014

31

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

($000, except unit data)

As of December 31,

	2013		2012
Assets:
Real estate, at cost	$	892,621	$	724,819
Real estate - intangible assets	154,768		74,193
	1,047,389		799,012
Less: accumulated depreciation and amortization	217,905		231,859
Real estate, net	829,484		567,153
Cash and cash equivalents	13,164		7,347
Restricted cash	4,328		8,427
Investment in and advances to non-consolidated entity	5,098		3,596
Deferred expenses (net of accumulated amortization of $3,650 in 2013 and $4,222 in 2012)	10,174		6,963
Loans receivable, net	19,220		56,208
Rent receivable - current	1,127		768
Rent receivable - deferred	19,594		12,801
Other assets	12,250		12,434
Total assets	$	914,439	$	675,697
Liabilities and Partners' Capital:
Liabilities:
Mortgages and notes payable	$	339,179	$	204,664
Co-borrower debt	91,551		50,986
Related party advances, net	7,703		179,492
Accounts payable and other liabilities	7,412		9,212
Accrued interest payable	1,307		1,021
Deferred revenue - including below market leases (net of accumulated accretion of $2,705 in 2013 and $2,413 in 2012)	611		920
Distributions payable	13,606		9,891
Prepaid rent	5,003		2,967
Total liabilities	466,372		459,153
Commitments and contingencies
Partners' capital	448,067		216,544
Total liabilities and partners' capital	$	914,439	$	675,697

The accompanying notes are an integral part of these consolidated financial statements.

32

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

($000, except unit data)

Years ended December 31,

	2013			2012			2011
Gross revenues:
Rental	$	72,846		$	58,700		$	56,111
Tenant reimbursements	5,477			5,312			5,097
Total gross revenues	78,323			64,012			61,208
Expense applicable to revenues:
Depreciation and amortization	(26,217		)	(24,323		)	(24,638		)
Property operating	(11,308		)	(10,697		)	(10,153		)
General and administrative	(4,783		)	(4,878		)	(4,907		)
Non-operating income	3,431			4,613			9,064
Interest and amortization expense	(13,111		)	(14,883		)	(16,113		)
Debt satisfaction gains (charges), net	(1,560		)	1			(8		)
Loan loss	(13,939		)	—			—
Litigation reserve	—			(912		)	—
Income before provision for income taxes, equity in losses of non-consolidated entity and discontinued operations	10,836			12,933			14,453
Provision for income taxes	(81		)	(94		)	(150		)
Equity in losses of non-consolidated entity	(88		)	(33		)	—
Income from continuing operations	10,667			12,806			14,303
Discontinued operations:
Income (loss) from discontinued operations	334			(1,742		)	3,355
Debt satisfaction gains (charges), net	1,709			(1,411		)	(79		)
Gains on sales of properties	11,027			1,089			1,181
Impairment charges	(10,037		)	—			(13,964		)
Total discontinued operations	3,033			(2,064		)	(9,507		)
Net income	$	13,700		$	10,742		$	4,796
Income (loss) per unit:
Income from continuing operations	$	0.20		$	0.33		$	0.39
Income (loss) from discontinued operations	0.06			(0.05		)	(0.26		)
Net income	$	0.26		$	0.28		$	0.13
Weighted-average units outstanding	52,728,387			38,137,615			36,089,008

The accompanying notes are an integral part of these consolidated financial statements.

33

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

($000, except unit amounts)

Year ended December 31,

	Units		Partners' Capital
Balance December 31, 2010	36,089,008		$	225,574
Changes in co-borrower debt	—		(570		)
Distributions	—		(29,753		)
Net Income	—		4,796
Balance December 31, 2011	36,089,008		200,047
Changes in co-borrower debt	—		(37,535		)
Issuance of units	8,042,024		77,558
Distributions	—		(34,268		)
Net Income	—		10,742
Balance December 31, 2012	44,131,032		216,544
Changes in co-borrower debt	—		7,435
Issuance of units	26,823,469		320,914
Redemption of units	(2,673,799	)	(64,739		)
Distributions	—		(45,787		)
Net Income	—		13,700
Balance December 31, 2013	68,280,702		$	448,067

The accompanying notes are an integral part of these consolidated financial statements.

34

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($000)

Year ended December 31,

	2013			2012			2011
Cash flows from operating activities:
Net income	$	13,700		$	10,742		$	4,796
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	27,535			27,617			29,380
Gains on sales of properties	(11,027		)	(1,089		)	(1,181		)
Debt satisfaction (gains) charges, net	(1,739		)	1,404			80
Impairment charges and loan losses	23,976			—			13,964
Straight-line rents	(7,804		)	(1,065		)	(751		)
Other non-cash income, net	(2,241		)	(778		)	(3,519		)
Equity in losses of non-consolidated entity	88			33			—
Increase in accounts payable and other liabilities	174			586			487
Change in rent receivable and prepaid rent, net	1,678			(587		)	(359		)
Change in accrued interest payable	286			(125		)	33
Other adjustments, net	(1,354		)	982			746
Net cash provided by operating activities	43,272			37,720			43,676
Cash flows from investing activities:
Investment in real estate, including intangible assets	(311,008		)	(59,225		)	—
Investment in real estate under construction	(6,033		)	—			(39,015		)
Capital expenditures	(4,680		)	(4,078		)	(9,664		)
Net proceeds from sale of properties	36,055			—			27,140
Principal payments received on loans receivable	1,606			4,151			19,457
Investment in loans receivable	—			—			(2,190		)
Investments in and advances to non-consolidated entity	—			(189		)	—
Distributions from non-consolidated entity in excess of accumulated earnings	359			725			—
Increase in deferred leasing costs	(855		)	(1,829		)	(3,484		)
Change in escrow deposits and restricted cash	(1,089		)	3,915			35
Real estate deposits, net	—			—			1,205
Net cash used investing activities	(285,645		)	(56,530		)	(6,516		)
Cash flows from financing activities:
Distributions to partners	(14,180		)	(2,202		)	(2,049		)
Principal amortization payments	(4,657		)	(6,601		)	(7,371		)
Principal payments on debt, excluding normal amortization	(44,397		)	(74,000		)	(34,321		)
Proceeds of mortgages and notes payable	213,500			—			15,000
Change in co-borrower debt, net	48,000			—			—
Increase in deferred financing costs	(4,620		)	(31		)	(265		)
Related party advances (payments), net	10,517			89,818			(6,626		)
Issuance of OP units	108,766			—			—
Redemption of OP units	(64,739		)	—			—
Net cash provided by (used) in financing activities	248,190			6,984			(35,632		)
Change in cash and cash equivalents	5,817			(11,826		)	1,528
Cash and cash equivalents, at beginning of year	7,347			19,173			17,645
Cash and cash equivalents, at end of year	$	13,164		$	7,347		$	19,173

The accompanying notes are an integral part of these consolidated financial statements.

35

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

(1)    The Partnership

Lepercq Corporate Income Fund L.P. (together with its consolidated subsidiaries, except when the context only applies to the parent entity, the “Partnership”) was organized in 1986 as a limited partnership under the Delaware Revised Uniform Limited Partnership Act. The Partnership's sole general partner, Lex GP-1 Trust (the “General Partner”), is a wholly-owned subsidiary of Lexington Realty Trust (“Lexington”). The Partnership serves as an operating partnership subsidiary for Lexington. On December 30, 2013, another operating partnership subsidiary for Lexington, Lepercq Corporate Income Fund II L.P. (“LCIF II”) was merged with and into the Partnership, with the Partnership as the surviving entity. As the merger was between entities under common control, the operations of LCIF II were combined with the Partnership in these consolidated financial statements at the historical cost basis and all periods presented include the results of operations of LCIF II. As of December 31, 2013 and 2012, Lexington, through Lex LP-1 Trust, a wholly-owned subsidiary, and the General Partner, owned approximately 95.0% and 91.4%, respectively, of the outstanding units of the Partnership.

The Partnership owns a diversified portfolio of equity and debt investments in single-tenant properties and land. As of December 31, 2013 and 2012, the Partnership had equity ownership interests in 42 consolidated properties located in 24 states. A majority of the real properties in which the Partnership had an interest and all land interests are generally subject to net leases or similar leases where the tenant pays all or substantially all of the cost, including cost increases, for real estate taxes, insurance, utilities and ordinary maintenance of the property. However, certain leases provide that the landlord is responsible for certain operating expenses.

(2)    Summary of Significant Accounting Policies

Basis of Presentation and Consolidation. The Partnership's consolidated financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements reflect the accounts of the Partnership and its consolidated subsidiaries. The Partnership consolidates its wholly-owned subsidiaries, partnerships and joint ventures which it controls (i) through voting rights or similar rights or (ii) by means other than voting rights if the Partnership is the primary beneficiary of a variable interest entity (“VIE”). Entities which the Partnership does not control and entities which are VIEs in which the Partnership is not the primary beneficiary are accounted for under appropriate GAAP.

If an investment is determined to be a VIE, the Partnership performs an analysis to determine if the Partnership is the primary beneficiary of the VIE. GAAP requires a VIE to be consolidated by its primary beneficiary. The primary beneficiary is the party that has a controlling financial interest in an entity. In order for a party to have a controlling financial interest in an entity, it must have (1) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses or the right to receive benefits of an entity that could potentially be significant to the VIE.

Consolidated Variable Interest Entity.The Partnership's consolidated VIE was determined to be a VIE primarily because the entity's equity holders' obligation to absorb losses is protected. The Partnership determined that it was the primary beneficiary of the VIE because it has a controlling financial interest in the entity.

The Partnership's wholly-owned entity which owns an office building in Greenville, South Carolina is a VIE and is consolidated by the Partnership. The tenant has an option to purchase the property on December 31, 2014 at fair market value, but not for less than $10,710 and not for greater than $11,550. If the tenant does not exercise the purchase option, the Partnership has the right to require the tenant to purchase the property for $10,710.

Earnings Per Unit. Net income (loss) per unit is computed by dividing net income (loss) by the weighted-average number of units outstanding during the period. There are no potential dilutive securities.

36

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

Unit Redemptions. The Partnership's limited partner units that are issued and outstanding, other than those held by Lexington, are currently redeemable at certain times, only at the option of the holders, for Lexington shares of beneficial interests, par value $0.0001 per share classified as common stock (“common shares”), on a one to approximately 1.13 basis, subject to future adjustments. These units are not otherwise mandatory redeemable by the Partnership. As of December 31, 2013, Lexington's common shares had a closing price of $10.21 per share. After giving effect to the merger of LCIF II with and into the Partnership, assuming all outstanding limited partner units not held by Lexington were redeemed on such date, the estimated fair value of the units was $41,592.

Allocation of Overhead Expenses. The Partnership does not pay a fee to the General Partner for the day-to-day management of the Partnership. Certain expenses incurred by the General Partner and its affiliates, including Lexington, such as corporate-level interest, amortization of deferred loan costs, payroll and general and administrative expenses are allocated to the Partnership and reimbursed to the General Partner in accordance with the Partnership agreement. The allocation is based upon gross rental revenues.

Distributions; Allocations of Income and Loss. As provided in the Partnership's partnership agreement, distributions and income and loss for financial reporting purposes are allocated to the partners based on their ownership of units. Special allocation rules included in the partnership agreement affect the allocation of taxable income and loss. The Partnership paid or accrued gross distributions of $45,787 ($0.87 per weighted average unit), $34,268 ($0.90 per weighted-average unit) and $29,753 ($0.82 per weighted-average unit) to its partners during the years ended December 31, 2013, 2012 and 2011, respectively. Certain units owned indirectly by Lexington are entitled to distributions of $3.25 per unit.

Use of Estimates. The Partnership has made a number of significant estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses to prepare these consolidated financial statements in conformity with GAAP. These estimates and assumptions are based on management's best estimates and judgment. The Partnership evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. The Partnership adjusts such estimates when facts and circumstances dictate. The most significant estimates made include the recoverability of accounts receivable, allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed, the determination of VIEs and which entities should be consolidated, the determination of impairment of long-lived assets, loans receivable and equity method investments and the useful lives of long-lived assets. Actual results could differ materially from those estimates.

Fair Value Measurements. The Partnership follows the guidance in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("Topic 820"), to determine the fair value of financial and non-financial instruments. Topic 820 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable inputs, which are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counterparty credit risk.

Revenue Recognition. The Partnership recognizes lease revenue on a straight-line basis over the term of the lease unless another systematic and rational basis is more representative of the time pattern in which the use benefit is derived from the leased property. Renewal options in leases with rental terms that are lower than those in the primary term are excluded from the calculation of straight-line rent if the renewals are not reasonably assured. If the Partnership funds tenant improvements and the improvements are deemed to be owned by the Partnership, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. If the Partnership determines that the tenant allowances are lease incentives, the Partnership commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. The lease incentive is recorded as a deferred expense and amortized as a reduction of revenue on a straight-line basis over the respective lease term. The Partnership recognizes lease termination fees as rental revenue in the period received and writes off unamortized lease-related intangible and other lease-related account balances, provided there are no further Partnership

37

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

obligations under the lease. Otherwise, such fees and balances are recognized on a straight-line basis over the remaining obligation period with the termination payments being recorded as a component of rent receivable-deferred or deferred revenue on the Consolidated Balance Sheets.

Gains on sales of real estate are recognized based upon the specific timing of the sale as measured against various criteria related to the terms of the transactions and any continuing involvement associated with the properties. If the sales criteria are not met, the gain is deferred and the finance, installment or cost recovery method, as appropriate, is applied until the sales criteria are met. To the extent the Partnership sells a property and retains a partial ownership interest in the property, the Partnership recognizes gain to the extent of the third-party ownership interest.

Accounts Receivable. The Partnership continuously monitors collections from tenants and makes a provision for estimated losses based upon historical experience and any specific tenant collection issues that the Partnership has identified. As of December 31, 2013 and 2012, the Partnership's allowance for doubtful accounts was not significant.

Purchase Accounting and Acquisition of Real Estate. The fair value of the real estate acquired, which includes the impact of fair value adjustments for assumed mortgage debt related to property acquisitions, is allocated to the acquired tangible assets, consisting of land, building and improvements and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases and value of tenant relationships, based in each case on their fair values. Acquisition costs are expensed as incurred and are included in property operating expense in the accompanying Consolidated Statement of Operations. Also, noncontrolling interests acquired are recorded at estimated fair market value.

The fair value of the tangible assets of an acquired property (which includes land, building and improvements and fixtures and equipment) is determined by valuing the property as if it were vacant. The “as-if-vacant” value is then allocated to land and building and improvements based on management's determination of relative fair values of these assets. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. The Partnership also estimates costs to execute similar leases including leasing commissions.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market lease values are recorded based on the difference between the current in-place lease rent and the Partnership's estimate of current market rents. Below-market lease intangibles are recorded as part of deferred revenue and amortized into rental revenue over the non-cancelable periods and bargain renewal periods of the respective leases. Above-market leases are recorded as part of intangible assets and amortized as a direct charge against rental revenue over the non-cancelable portion of the respective leases.

The aggregate value of other acquired intangible assets, consisting of in-place leases and tenant relationship values, is measured by the excess of (1) the purchase price paid for a property over (2) the estimated fair value of the property as if vacant, determined as set forth above. This aggregate value is allocated between in-place lease values and tenant relationship values based on management's evaluation of the specific characteristics of each tenant's lease. The value of in-place leases is amortized to expense over the remaining non-cancelable periods and any bargain renewal periods of the respective leases. The value of tenant relationships are amortized to expense over the applicable lease term plus expected renewal periods.

Depreciation is determined by the straight-line method over the remaining estimated economic useful lives of the properties. The Partnership generally depreciates its real estate assets over periods ranging up to 40 years.

Impairment of Real Estate. The Partnership evaluates the carrying value of all tangible and intangible real estate assets held for investment for possible impairment when an event or change in circumstance has occurred that indicates its carrying value may not be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash flows to be derived from the asset. If such cash flows are less than the asset's carrying value, an impairment charge is recognized to the extent by which the asset's carrying value exceeds the estimated fair value, which may be below the balance of any non-recourse financing. Estimating future cash flows and fair values is highly subjective and such estimates could differ materially from actual results.

38

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

Investments in Non-Consolidated Entities. The Partnership accounts for its investments in 50% or less owned entities under the equity method, unless consolidation is required. If the Partnership's investment in the entity is insignificant and the Partnership has no influence over the control of the entity then the entity is accounted for under the cost method.

Impairment of Equity Method Investments. The Partnership assesses whether there are indicators that the value of its equity method investments may be impaired. An impairment charge is recognized only if the Partnership determines that a decline in the value of the investment below its carrying value is other-than-temporary. The assessment of impairment is highly subjective and involves the application of significant assumptions and judgments about the Partnership's intent and ability to recover its investment given the nature and operations of the underlying investment, among other factors. To the extent an impairment is deemed to be other-than-temporary, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

Loans Receivable. Loans held for investment are intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and net of an allowance for loan losses when such loan is deemed to be impaired. Loan origination costs and fees and loan purchase discounts are amortized over the term of the loan. The Partnership considers a loan impaired when, based upon current information and events, it is probable that it will be unable to collect all amounts due for both principal and interest according to the contractual terms of the loan agreement. Significant judgments are required in determining whether impairment has occurred. The Partnership performs an impairment analysis by comparing (i) the present value of expected future cash flows discounted at the loan's effective interest rate, (ii) the loan's observable current market price or (iii) the fair value of the underlying collateral to the net carrying value of the loan, which may result in an allowance and corresponding loan loss charge. Interest income is recorded on a cash basis for impaired loans.

Properties Held For Sale. Assets and liabilities of properties that meet various held for sale criteria, including whether it is probable that a sale will occur within 12 months, are presented separately in the Consolidated Balance Sheets, with assets and liabilities being separately stated. The operating results of these properties are reflected as discontinued operations in the Consolidated Statements of Operations. Properties classified as held for sale are carried at the lower of net carrying value or estimated fair value less costs to sell and depreciation and amortization are no longer recognized. Properties that do not meet the held for sale criteria are accounted for as operating properties.

Acquisition, Development and Construction Arrangements. The Partnership evaluates loans receivable where the Partnership participates in residual profits through loan provisions or other contracts to ascertain whether the Partnership has the same risks and rewards as an owner or a joint venture partner. Where the Partnership concludes that such arrangements are more appropriately treated as an investment in real estate, the Partnership reflects such loan receivable as an equity investment in real estate under construction in the Consolidated Balance Sheets. In these cases, no interest income is recorded on the loan receivable and the Partnership records capitalized interest during the construction period. In arrangements where the Partnership engages a developer to construct a property or provide funds to a tenant to develop a property, the Partnership will capitalize the funds provided to the developer/tenant and internal costs of interest and real estate taxes, if applicable, during the construction period.

Deferred Expenses. Deferred expenses consist primarily of debt and leasing costs. Debt costs are amortized using the straight-line method, which approximates the interest method, over the terms of the debt instruments and leasing costs are amortized over the term of the related lease.

Income Taxes. Because the Partnership is a limited partnership, taxable income or loss of the Partnership is reported in the income tax returns of its partners. Accordingly, no provision for income taxes is made in the Consolidated Financial Statements of the Partnership. However, the Partnership is required to pay certain state and local entity level taxes which are expensed as incurred. The Partnership does not have any unrecognized tax benefits or any additional tax liabilities as of December 31, 2013 and 2012.

Cash and Cash Equivalents. The Partnership considers all highly liquid instruments with original maturities of three months or less from the date of purchase to be cash equivalents.

Restricted Cash. Restricted cash is comprised primarily of cash balances held in escrow with lenders.

39

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

Environmental Matters. Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property as well as certain other potential costs relating to hazardous or toxic substances. These liabilities may include government fines, penalties and damages for injuries to persons and adjacent property. Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence or disposal of such substances. Although most of the tenants of properties in which the Partnership has an interest are primarily responsible for any environmental damage and claims related to the leased premises, in the event of the bankruptcy or inability of the tenant of such premises to satisfy any obligations with respect to such environmental liability, or if the tenant is not responsible, the Partnership's property owner subsidiary may be required to satisfy any such obligations, should they exist. In addition, the property owner subsidiary, as the owner of such a property, may be held directly liable for any such damages or claims irrespective of the provisions of any lease. As of December 31, 2013, the Partnership was not aware of any environmental matter relating to any of its investments that would have a material impact on the consolidated financial statements.

Segment Reporting. The Partnership operates generally in one industry segment, single-tenant real estate assets.

Reclassifications. Certain amounts included in prior years' financial statements have been reclassified to conform to the current year presentation, including certain statements of operations captions including activities for properties sold in 2013, which are presented in discontinued operations.

Recently Issued Accounting Guidance. In February 2013, the FASB issued Accounting Standards Update 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date, (“ASU 2013-04”), requiring recognition of such obligations as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. The Partnership early adopted this new guidance retrospectively (see note 8).

(3)     Investments in Real Estate

The Partnership's real estate, net, consists of the following at December 31, 2013 and 2012:

	2013			2012
Real estate, at cost:
Buildings and building improvements	$	567,309		$	605,924
Land, land estates and land improvements	325,074			116,484
Fixtures and equipment	84			1,927
Construction in progress	154			484
Real estate intangibles:
In-place lease values	130,387			48,881
Tenant relationships	20,350			20,460
Above-market leases	4,031			4,852
	1,047,389			799,012
Accumulated depreciation and amortization(1)	(217,905		)	(231,859		)
Real estate, net	$	829,484		$	567,153

(1) Includes accumulated amortization of real estate intangible assets of $44,940 and $40,985 in 2013 and 2012, respectively. The estimated amortization of the above real estate intangible assets for the next five years is $5,700 in 2014, $5,079 in 2015, $4,461 in 2016, $4,013 in 2017 and $3,418 in 2018.

In addition, the Partnership had below-market leases, net of accumulated accretion, which are included in deferred revenue, of $539 and $831, respectively as of December 31, 2013 and 2012. The estimated accretion for the next five years is $292 in 2014, $151 in 2015, $32 in 2016, $32 in 2017 and $32 in 2018.

40

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

The Partnership, through property owner subsidiaries, completed the following acquisitions and build-to-suit transactions during 2013:

Property Type	Location	Acquisition/ Completion Date	Initial Cost Basis		Lease Expiration	Land		Building and Improvements		Lease-in place Value
Land(1)	New York, NY	Oct -13	$	302,000	10/2112	$	224,935	$	—	$	77,065
Retail(2)	Albany, GA	Nov - 13	7,074		11/2028	1,468		5,606		—
			$	309,074		$	226,403	$	5,606	$	77,065
Life of intangible asset (years)										99.0

(1) Includes three properties.

(2) The Partnership incurred leasing costs of $338.

The Partnership acquired a portfolio of three parcels of land in New York, New York in October 2013 consisting of an aggregate of 0.6 acres, which are net leased to tenants under non-cancellable 99-year leases. The aggregate purchase price was $302,000. The improvements on these parcels are owned by the tenants under the Partnership leases and currently consist of three high-rise hotels built in 2010. The hotels are known as the DoubleTree by Hilton Hotel New York City - Financial District, the Sheraton Tribeca New York Hotel and the Element New York Times Square West. The aggregate initial annual rent under the leases is approximately $14,883, which represents approximately 4.93% of the aggregate purchase price. The rent under each lease increases by a minimum of 2.0% each year with further annual increases, not to exceed 3.0% per annum in the aggregate, at specified intervals based on the increase in the Consumer Price Index, or CPI. The total aggregate minimum rent (excluding any additional CPI increases) under the leases over the 99-year lease terms is approximately $4,541,141. Each tenant has a purchase option that can be exercised at the end of the 25th, 50th and 75th lease year at a price that is equal to the greater of (1) the original purchase price plus a 7.5% return (inclusive of rent payments) for the holding period (compounded monthly) and (2) a specified floor price, which in each case is in excess of the allocated purchase price, and is $305,000 in aggregate. The Partnership initially financed the acquisition via a $100,000 loan from Lexington, $187,000 borrowings under Lexington's unsecured revolving credit facility and cash on hand. The Partnership incurred $850 of interest expense relating to the $100,000 loan from Lexington (see note 8).

The Partnership, through property owner subsidiaries, completed the following acquisition during 2012: 

										Real Estate Intangibles
Property Type	Location	Acquisition	Initial Cost Basis		Lease Expiration	Land and Land Estates		Building and Improvements		Lease in-place Value		Tenant Relationships Value
Office	Phoenix, AZ	Dec-12	$	53,200	Dec-29	$	5,585	$	36,099	$	8,956	$	2,560
			$	53,200		$	5,585	$	36,099	$	8,956	$	2,560
Life of intangible assets (years)										17.0		17.0

During 2012, the Partnership also acquired the fee interest in the land under its Palm Beach Gardens, Florida office property for $6,025, which was previously subject to a ground lease.

(4)     Sales of Real Estate and Discontinued Operations

For the years ended December 31, 2013, 2012 and 2011, the Partnership disposed of its interests in certain properties generating aggregate net proceeds of $36,055, $0, and $27,140, respectively, which resulted in gains on sales of $11,027, $1,089 and $1,181, respectively. For the years ended December 31, 2013, 2012 and 2011, the Partnership recognized debt satisfaction gains (charges), net, relating to these properties of $1,709, $(1,411) and $(79), respectively. These gains (charges) are included in discontinued operations.

At December 31, 2013 and 2012, the Partnership had no properties classified as held for sale.

41

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

The following presents the operating results for the disposed properties discussed above during the years ended December 31, 2013, 2012 and 2011:

	Year Ending December 31,
	2013		2012			2011
Total gross revenues	$	3,132	$	6,459		$	13,721
Pre-tax net income (loss), including gains on sales	$	3,033	$	(2,064	)	$	(9,471	)

The Partnership assesses on a regular basis whether there are any indicators that the carrying value of real estate assets may be impaired. Potential indicators may include an increase in vacancy at a property, tenant reduction in utilization of a property, tenant financial instability and the potential sale of the property in the near future. An asset is determined to be impaired if the asset's carrying value is in excess of its estimated fair value.

During 2013 and 2011, the Partnership recognized $10,037 and $13,964, respectively, of impairment charges in discontinued operations, relating to real estate assets that were ultimately disposed of below their carrying value.

(5)    Loans Receivable

As of December 31, 2013 and 2012, the Partnership's loans receivable are comprised primarily of mortgage loans on real estate.

The following is a summary of the Partnership's loans receivable as of December 31, 2013 and 2012:

	Loan carrying-value(1)
Loan	12/31/2013		12/31/2012		Interest Rate		Maturity Date
Westmont, IL(2)	$	12,610	$	26,902	6.45	%	10/2015
Southfield, MI	6,610		7,364		4.55	%	02/2015
Schaumburg, IL(3)	—		21,942		20.00	%	01/2012
	$	19,220	$	56,208

(1) Loan carrying value includes accrued interest and is net of origination costs and loan losses, if any.

(2) Borrower is delinquent on debt service payments. Tenant at office property collateral terminated its lease. The Partnership recognized an impairment of $13,939 during 2013. During 2013, the Partnership recognized $1,737 of interest income relating to the impaired loan and the loan had an average recorded investment value of $25,562. At December 31, 2013, the impaired loan receivable had a net carrying value of $12,610 and a contractual unpaid balance of $26,549.

(3) Borrower defaulted on the loan. The Partnership did not record interest of $2,939 and $2,647 in 2013 and 2012, respectively, representing the interest earned since default. In 2013, the Partnership foreclosed on the borrower and acquired the office property collateral which is net leased through December 2022.

The Partnership has two types of financing receivables: loans receivable and a capitalized financing lease. The Partnership determined that its financing receivables operate within one portfolio segment as they are within the same industry and use the same impairment methodology. The Partnership's loans receivable are secured by commercial real estate assets and the capitalized financing lease is for a commercial property located Greenville, South Carolina. In addition, the Partnership assesses all financing receivables for impairment, when warranted, based on an individual analysis of each receivable.

The Partnership's financing receivables operate within one class of financing receivables as these assets are collateralized by commercial real estate and similar metrics are used to monitor the risk and performance of these assets. The Partnership uses credit quality indicators to monitor financing receivables such as quality of collateral, the underlying tenant's credit rating and collection experience. As of December 31, 2013, the financing receivables were performing as anticipated other than the Westmont, Illinois loan as discussed above and there were no significant delinquent amounts outstanding.

42

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

(6)    Investments in and Advances to Non-Consolidated Entity

On September 1, 2012, the Partnership acquired a 2% equity interest in Net Lease Strategic Assets Fund L.P. (“NLS”) for cash of $189 and the issuance of 457,211 limited partner units to Lexington. At the date of acquisition, NLS owned 41 properties totaling 5.8 million square feet in 23 states, plus a 40% tenant-in-common interest in an office property.

The Partnership's carrying value in NLS at December 31, 2013 was $5,098. The Partnership recognized a net loss from NLS of $88 and $33 in equity in losses from non-consolidated entity during 2013 and 2012, respectively. In addition, the Partnership received distributions of $359 and $725 from NLS in 2013 and 2012, respectively. The Partnership's share of contributions by Lexington to NLS in 2013 was $1,949.

(7)    Fair Value Measurements

The following table presents the Partnership's assets and liabilities from continuing operations measured at fair value on a non-recurring basis during the year ended December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall:

			Fair Value Measurements Using
Description	2013		(Level 1)		(Level 2)		(Level 3)
Impaired loan receivable*	$	12,610	$	—	$	—	$	12,610

*Represents a non-recurring fair value measurement.

The table below sets forth the carrying amounts and estimated fair values of the Partnership's financial instruments as of December 31, 2013 and 2012:

	As of December 31, 2013				As of December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Loans Receivable (Level 3)	$	19,220	$	16,960	$	56,208	$	46,659
Liabilities
Debt (Level 3)	$	430,730	$	431,573	$	255,650	$	242,600

The Partnership estimates the fair values of its loans receivable by using an estimated discounted cash flow analysis consisting of scheduled cash flows and discount rate estimates to approximate those that a willing buyer and seller might use and/or the estimated value of the underlying collateral. The fair value of the Partnership's debt is estimated by using a discounted cash flow analysis, based upon estimates of market interest rates.

Fair values cannot be determined with precision, may not be substantiated by comparison to quoted prices in active markets and may not be realized upon sale. Additionally, there are inherent uncertainties in any fair value measurement technique, and changes in the underlying assumptions used, including discount rates, liquidity risks and estimates of future cash flows, could significantly affect the fair value measurement amounts.

Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable. The Partnership estimates that the fair value of cash equivalents, restricted cash, accounts receivable and accounts payable approximates carrying value due to the relatively short maturity of the instruments.

43

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

(8)    Mortgages and Notes Payable and Co-Borrower Debt

The Partnership had outstanding mortgages and notes payable of $339,179 and $204,664 as of December 31, 2013 and 2012, respectively. Interest rates, including imputed rates, ranged from 4.7% to 6.5% at December 31, 2013 and the mortgages and notes payable mature between 2015 and 2027. Interest rates, including imputed rates, ranged from 4.7% to 7.4% at December 31, 2012. The weighted-average interest rate at December 31, 2013 and 2012 was approximately 5.0% and 5.8%, respectively.

In 2013, the Partnership obtained $213,500 of non-recourse secured financing on the three New York, New York land parcels. The debt bears interest at a fixed rate of 4.66% and matures in January 2027. The Partnership used a portion of the net proceeds to repay an outstanding $100,000 loan owed to Lexington.

On February 12, 2013, Lexington, and the Partnership as co-borrower, refinanced its $300,000 secured revolving credit facility with a $300,000 unsecured revolving credit facility with KeyBank National Association (“KeyBank”), as agent. The unsecured revolving credit facility matures in February 2017 but can be extended until February 2018 at Lexington’s option. The unsecured revolving credit facility bore interest at LIBOR plus 1.50% to 2.05% based on Lexington’s leverage ratio, as defined therein. Since Lexington has obtained an investment-grade unsecured debt rating from both Moody’s Investor Services, Inc. (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”), the interest rate under the unsecured revolving credit facility ranges from LIBOR plus 0.95% to 1.725% (1.15% as of December 31, 2013) depending on Lexington's unsecured investment-grade debt rating. In addition, the availability under the unsecured revolving credit facility was increased from $300,000 to $400,000. At December 31, 2013, the unsecured revolving credit facility had $48,000 outstanding, outstanding letters of credit of $7,644 and availability of $344,356, subject to covenant compliance.

In connection with the refinancing discussed above, Lexington, and the Partnership as co-borrower, also procured a 5-year $250,000 unsecured term loan facility from KeyBank, as agent. The unsecured term loan matures in February 2018, required regular payments of interest only at interest rates ranging from LIBOR plus 1.45% to 2.00% dependent on Lexington's leverage ratio, as defined therein and can be prepaid without penalty. Since Lexington has obtained an investment-grade unsecured debt rating from both Moody’s and S&P, the interest rate under the unsecured term loan ranges from LIBOR plus 1.10% to 2.10% (1.35% as of December 31, 2013) depending on Lexington's unsecured investment-grade debt rating. In 2013, interest rate swap agreements were entered into to fix the LIBOR component at a weighted-average rate of 1.05% through February 2018 on the $151,000 of outstanding LIBOR-based borrowings (see note 15).

During 2012, Lexington, and the Partnership as co-borrower, procured a $255,000 secured term loan from Wells Fargo Bank, National Association (“Wells Fargo”), as agent. The term loan matures in January 2019. The term loan required regular payments of interest only at interest rates ranging from LIBOR plus 2.00% to 2.85% dependent on Lexington's leverage ratio, as defined therein. Since Lexington has obtained an investment-grade unsecured debt rating from both Moody’s and S&P, the interest rate under the secured term loan ranges from LIBOR plus 1.50% to 2.25% (1.75% as of December 31, 2013) depending on Lexington's unsecured investment-grade debt rating. Lexington may prepay any outstanding borrowings under the term loan facility at a premium through January 12, 2016 and at par thereafter. During 2012, interest rate swap agreements were entered into to fix the LIBOR component at a weighted-average rate of 1.42% through January 2019 on the $255,000 of outstanding LIBOR-based borrowings. The term loan was initially secured by ownership interest pledges by certain subsidiaries that collectively owned a borrowing base of properties.

The unsecured revolving credit facility and the unsecured term loans are subject to financial covenants, which Lexington was in compliance with at December 31, 2013.

In accordance with the guidance of ASU 2013-04, the Partnership recognizes a proportion of the outstanding amounts of the above mentioned term loans and revolving credit facility as it is a co-borrower with Lexington, as co-borrower debt in the accompanying balances sheets. In accordance with the Partnership’s partnership agreement, the Partnership is allocated a portion of these debts based on gross rental revenues, which represents its agreed to obligation. The Partnership's allocated co-borrower debt was $91,551 and $50,986 as of December 31, 2013 and 2012, respectively. Changes in co-borrower debt are recognized in partners’ capital in the accompanying consolidated statements of changes in partners’ capital.

44

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

Included in the Consolidated Statements of Operations, the Partnership recognized debt satisfaction gains (charges), net, excluding discontinued operations, of $(1,560), $1 and $(8) for the years ended December 31, 2013, 2012, and 2011, respectively, due to the satisfaction of mortgages and notes payable other than those disclosed elsewhere in these financial statements. In addition, the Partnership capitalized $46, $49 and $748 in interest for the years ended 2013, 2012, and 2011, respectively.

Mortgages payable and secured loans are generally collateralized by real estate and the related leases. Certain mortgages payable have yield maintenance or defeasance requirements relating to any prepayments. In addition, certain mortgages are cross-collateralized and cross-defaulted.

Scheduled principal and balloon payments for mortgages and notes payable and co-borrower debt for the next five years and thereafter are as follows:

Year ending December 31,	Total
2014	$	1,828
2015	39,028
2016	16,558
2017	20,048
2018	32,209
Thereafter	321,059
	$	430,730

(9)    Leases

Lessor:

Minimum future rental receipts under the non-cancelable portion of tenant leases, assuming no new or re-negotiated leases, for the next five years and thereafter are as follows:

Year ending December 31,	Total
2014	$	80,847
2015	74,770
2016	63,010
2017	58,697
2018	51,452
Thereafter	4,658,749
	$	4,987,525

The above minimum lease payments do not include reimbursements to be received from tenants for certain operating expenses and real estate taxes and do not include early termination payments provided for in certain leases.

Certain leases allow for the tenant to terminate the lease if the property is deemed obsolete, as defined, and upon payment of a termination fee to the landlord, as stipulated in the lease. In addition, certain leases provide the tenant with the right to purchase the leased property at fair market value or a stipulated price.

45

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

Lessee:

The Partnership holds, through property owner subsidiaries, leasehold interests in various properties. Generally, the ground rents on these properties are either paid directly by the tenants to the fee holder or reimbursed to the Partnership as additional rent. For certain of these properties, the Partnership has an option to purchase the fee interest.

Minimum future rental payments under non-cancelable leasehold interests, excluding leases held through industrial revenue bonds and lease payments in the future that are based upon fair market value, for the next five years and thereafter are as follows:

Year ending December 31,	Total
2014	$	277
2015	277
2016	277
2017	269
2018	230
Thereafter	2,748
	$	4,078

Rent expense for the leasehold interests, including discontinued operations, was $595, $725 and $310 in 2013, 2012 and 2011, respectively.

(10)    Concentration of Risk

The Partnership seeks to reduce its operating and leasing risks through the geographic diversification of its properties, tenant industry diversification, avoidance of dependency on a single asset and the creditworthiness of its tenants. For the years ended December 31, 2013, 2012 and 2011, the following tenant represented greater than 10% of rental revenues:

	2013	2012		2011
Wells Fargo Bank N.A.	—	10.2	%	10.7	%

Cash and cash equivalent balances at certain institutions may exceed insurable amounts. The Partnership believes it mitigates this risk by investing in or through major financial institutions.

(11)    Related Party Transactions

The Partnership had the following related party transactions in addition to related party transactions discussed elsewhere in this report.

 The Partnership had outstanding net advances owed to Lexington of $7,703 and $179,492 as of December 31, 2013 and 2012, respectively. The advances are payable on demand. During 2013 and 2012, the Partnership issued 16,917,658 and 7,584,813 units, respectively, to Lexington to satisfy $212,147 and $73,269, respectively, of outstanding advances, including the 2013 advances for contributions to NLS. Lexington earned distributions of $43,378, $31,991 and $27,697 during 2013, 2012 and 2011, respectively.

The Partnership was allocated interest expense by Lexington, in accordance with the Partnership agreement, relating to certain of its lending facilities of $3,580, $2,055 and $611 for the years ended 2013, 2012, and 2011, respectively.

During 2013, the Partnership received $108,766 from Lexington in exchange for 9,905,811 units and redeemed 2,673,799 units held by Lexington at the original net issuance price of $64,739.

Lexington, on behalf of the General Partner, pays for certain general administrative and other costs on behalf of the Partnership from time to time. These costs are reimbursable by the Partnership. These costs were approximately $4,658, $4,693 and $4,814 for 2013, 2012 and 2011, respectively.

46

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

 A Lexington affiliate provides property management services for certain Partnership properties. The Partnership recognized property operating expenses, including from discontinued operations, of $1,097, $1,239 and $1,552 for the years ended 2013, 2012 and 2011, respectively, for aggregate fees and reimbursements charged by the affiliate.

 The Partnership leases certain properties to entities in which Vornado Realty Trust, a significant Lexington shareholder, has an interest. During 2013, 2012 and 2011, the Partnership recognized $744, $842 and $864, respectively, in rental revenue including discontinued operations from these properties.

(12)    Commitments and Contingencies

In addition to the commitments and contingencies disclosed elsewhere, the Partnership has the following commitments and contingencies.

The Partnership is obligated under certain tenant leases, including its proportionate share for leases for non-consolidated entities, to fund the expansion of the underlying leased properties. The Partnership, under certain circumstances, may guarantee to tenants the completion of base building improvements and the payment of tenant improvement allowances and lease commissions on behalf of its subsidiaries.

The Partnership and Lexington are parties to a funding agreement under which each party may be required to fund distributions made on account of OP units or dividends made on account of Lexington common shares. Pursuant to the funding agreement, the parties agreed that, if the Partnership does not have sufficient cash available to make a quarterly distribution to its limited partners in an amount equal to whichever is applicable of (1) a specified distribution set forth in its partnership agreement or (2) the cash dividend payable with respect to a whole or fractional Lexington common share into which the partnership's common units would be converted if they were redeemed for Lexington common shares in accordance with the partnership agreement, Lexington will fund the shortfall. Payments under the agreement will be made in the form of loans to the Partnership and will bear interest at prevailing rates as determined by Lexington in its discretion but no less than the applicable federal rate. The Partnership's right to receive these loans will expire if no OP units remain outstanding and all such loans were repaid. No amounts have been advanced under this agreement.

From time to time, the Partnership is directly or indirectly involved in legal proceedings arising in the ordinary course of the Partnership's business. The Partnership believes, based on currently available information, and after consultation with legal counsel, that although the outcomes of those normal course proceedings are uncertain, the results of such proceedings, in the aggregate, will not have a material adverse effect on the Partnership's business, financial condition and results of operations.

In June 2013, the Partnership guaranteed $250,000 aggregate principal amount of 4.25% Senior Notes due 2023 (“Senior Notes”) issued by Lexington at an issuance price of 99.026% of the principal amount. The Senior Notes are unsecured, pay interest semi-annually in arrears and mature in June 2023. Lexington may redeem the notes at its option at any time prior to maturity in whole or in part by paying the principal amount of the notes being redeemed plus a premium. The Senior Notes are rated Baa2 and BBB- by Moody’s and S&P, respectively.

During 2010, the Partnership guaranteed $115,000 aggregate principal amount of 6.00% Convertible Guaranteed Notes due 2030 issued by Lexington. The notes pay interest semi-annually in arrears and mature in January 2030. The holders of the notes may require Lexington to repurchase their notes in January 2017, January 2020 and January 2025 for cash equal to 100% of the notes to be repurchased, plus any accrued and unpaid interest. The notes are convertible by the holders under certain circumstances for cash, Lexington common shares or a combination of cash and common shares at Lexington's election. As of December 31, 2013, $28,991 original principal amount of 6.00% Convertible Guaranteed Notes due 2030 were outstanding.

47

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($000, except share/unit data)

(13)    Supplemental Disclosure of Statement of Cash Flow Information

In addition to disclosures discussed elsewhere, during 2013, 2012 and 2011, the Partnership paid (received) $12,758, $16,261 and $18,456, respectively, for interest and $50, $(51) and $490, respectively, for income taxes.

In 2013, the Partnership conveyed its interests in two properties to lenders in full satisfaction of the aggregate $29,859 non-recourse mortgage notes payable.

In 2012, the Partnership conveyed its interest in a vacant office property to its lender in full satisfaction of the $5,290 non-recourse mortgage note payable.

During 2011, the Partnership sold its interest in a property, which included $3,003 in seller financing.

(14)     Unaudited Quarterly Financial Data

	2013
	3/31/2013		6/30/2013		9/30/2013		12/31/2013
Total gross revenues(1)	$	16,797	$	16,734	$	16,666	$	28,126
Net income (loss)	$	3,671	$	11,336	$	2,774	$	(4,081	)
Net income (loss) per unit	$	0.08	$	0.26	$	0.05	$	(0.06	)

	2012
	3/31/2012		6/30/2012		9/30/2012		12/31/2012
Total gross revenues(1)	$	15,908	$	16,105	$	16,339	$	15,660
Net income	$	2,833	$	572	$	4,171	$	3,166
Net income per unit	$	0.08	$	0.02	$	0.12	$	0.07

_____________________

(1) All periods have been adjusted to reflect the impact of properties in discontinued operations in the Consolidated Statements of Operations.    

The sum of the quarterly per units amounts may not equal the full year amounts primarily because the computations of the weighted-average number of units of the Partnership outstanding for each quarter and the full year are made independently.

(15)     Subsequent Events

Subsequent to December 31, 2013 and in addition to disclosures elsewhere in the financial statements:

• in connection with the merger of LCIF II with and into the Partnership, former LCIF II partners representing 170,193 OP units elected or were deemed to elect to receive $1,962 in aggregate cash for such OP units;

• Lexington, with the Partnership as co-borrower, borrowed $99,000 on the unsecured term loan and entered into an interest rate swap agreement to fix the LIBOR component at a rate of 1.155% through February 2018;

• Lexington, with the Partnership as co-borrower, repaid all outstanding borrowings under the line of credit; and

• the Partnership guaranteed $250,000 original principal amount of Lexington’s 4.25% Senior Notes due 2023 that have been registered under the Securities Act of 1933, as amended, and were issued in exchange for the Senior Notes.

48

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

Real Estate and Accumulated Depreciation and Amortization

Schedule III ($000)

Description	Location	Encumbrances		Land and Land Estates		Buildings and Improvements		Total		Accumulated Depreciation and Amortization		Date Acquired	Date Constructed	Useful life computing depreciation in latest income statement (years)
Office	Phoenix, AZ	$	—	$	4,666	$	19,966	$	24,632	$	7,659	May-00	1997	6 & 40
Office	Lake Forest, CA	—		3,442		13,769		17,211		4,059		Mar-02	2001	40
Office	Centennial, CO	—		4,851		15,187		20,038		4,691		May-07	2001	10 & 40
Office	Louisville, CO	—		3,657		9,605		13,262		2,164		Sep-08	1987	8, 9 & 40
Office	Wallingford, CT	—		1,049		4,773		5,822		1,292		Dec-03	1978/1985	8 & 40
Office	Boca Raton, FL	20,101		4,290		17,160		21,450		4,666		Feb-03	1983/2002	40
Office	Palm Beach Gardens, FL	—		4,066		17,212		21,278		5,467		May-98	1996	8 - 40
Office	Clive, IA	—		1,158		—		1,158		—		Jun-04	N/A	N/A
Office	Schaumburg, IL	—		5,007		21,553		26,560		357		Oct-13	1979/1989/ 2010	7, 9 & 30
Office	Overland Park, KS	35,297		4,769		41,956		46,725		10,188		Jun-07	1980	12 & 40
Office	Baton Rouge, LA	—		1,252		10,919		12,171		2,813		May-07	1997	4, 6 & 40
Office	Foxboro, MA	—		2,231		25,653		27,884		11,753		Dec-04	1982	16 & 40
Office	Southfield, MI	—		—		12,124		12,124		6,695		Jul-04	1963/1965	7, 16 & 40
Office	Charleston, SC	7,350		1,189		8,724		9,913		2,707		Nov-06	2006	40
Office	Carrollton, TX	19,130		3,427		22,050		25,477		6,231		Jun-07	2003	8 & 40
Office	Westlake, TX	—		2,361		23,221		25,582		7,288		May-07	2007	4 - 40
Office	Herndon, VA	—		5,127		24,640		29,767		7,818		Dec-99	1987	9 - 40
Long Term Lease - Office	Phoenix, AZ	—		5,585		36,099		41,684		1,083		Dec-12	1986/2007	10, 17, & 40
Long Term Lease - Specialty	Albany, GA	—		1,468		5,607		7,075		30		Oct-13	2013	15 & 40
Long Term Lease - Industrial	Byhalia, MS	15,000		1,006		21,483		22,489		1,432		May-11	2011	40
Long Term Lease - Industrial	Shelby, NC	—		1,419		18,918		20,337		1,765		Jun-11	2011	11, 20 & 40
Long Term Lease - Land	New York, NY (2)	69,330		73,148		—		73,148		—		Oct-13	N/A	N/A
Long Term Lease - Land	New York, NY (2)	80,893		86,569		—		86,569		—		Oct-13	N/A	N/A
Long Term Lease - Land	New York, NY (2)	63,277		65,218		—		65,218		—		Oct-13	N/A	N/A
Long Term Lease - Industrial	Bristol, PA	—		2,508		15,863		18,371		4,902		Mar-98	1982	10, 16, 30 & 40
Long Term Lease - Office	Fort Mill, SC	—		1,798		26,038		27,836		12,503		Nov-04	2004	11, 15 & 40
Long Term Lease - Office	Fort Mill, SC	—		3,601		15,340		18,941		4,066		Dec-02	2002	5, 11, 20 & 40
Industrial	Moody, AL	—		654		9,943		10,597		5,160		Feb-04	2004	15 & 40
Industrial	Tampa, FL	—		2,160		7,347		9,507		5,456		Jul-88	1986	9 - 40
Industrial	Dubuque, IA	9,520		2,052		8,443		10,495		2,305		Jul-03	2002	11, 12 & 40
Industrial	Marshall, MI	—		40		900		940		648		Aug-87	1979	12, 20 & 40
Industrial	Olive Branch, MS	—		198		10,276		10,474		6,260		Dec-04	1989	8, 15 & 40
Industrial	High Point, NC	—		1,330		11,183		12,513		4,696		Jul-04	2002	18 & 40
Industrial	Hebron, OH	—		1,063		4,271		5,334		1,286		Dec-97	2000	40
Industrial	Hebron, OH	—		1,681		7,184		8,865		2,389		Dec-01	1999	1, 2, 5 & 40
Industrial	Collierville, TN	—		714		4,783		5,497		1,224		Dec-05	2005	9, 14, 21 & 40
Industrial	San Antonio, TX	—		2,482		38,535		41,017		17,553		Jul-04	2001	17 & 40
Multi-tenanted	Los Angeles, CA	10,281		5,110		10,911		16,021		5,835		Dec-04	2000	13 & 40
Multi-tenanted	Palm Beach Gardens, FL	—		787		2,894		3,681		1,156		May-98	1996	8 - 40
Multi-tenanted	Honolulu, HI	—		8,259		7,350		15,609		1,301		Dec-06	1917/1955/ 1960/1980	5 & 40
Multi-tenanted	Florence, SC	—		3,235		13,081		16,316		3,869		May-04	1998	10, 20 & 40
Retail	Tulsa, OK	—		447		2,432		2,879		2,198		Dec-96	1981	14 & 24
Construction in progress		—		—		—		154		—
	Subtotal	$	330,179	$	325,074	$	567,393	$	892,621	$	172,965
	(1)	9,000
		$	339,179	$	325,074	$	567,393	$	892,621	$	172,965

(1) Property is classified as a capital lease.

(2) Properties are cross-collateralized.

49

LEPERCQ CORPORATE INCOME FUND L.P. AND CONSOLIDATED SUBSIDIARIES

Real Estate and Accumulated Depreciation and Amortization

Schedule III ($000) - continued

(A) The initial cost includes the purchase price paid directly or indirectly by the Partnership. The total cost basis of the Partnership's properties at December 31, 2013 for federal income tax purposes was approximately $1.1 billion.

	2013			2012			2011
Reconciliation of real estate, at cost:
Balance at the beginning of year	$	724,819		$	688,294		$	690,318
Additions during year	263,036			45,596			53,940
Properties sold and impaired during year	(95,225		)	(9,056		)	(55,772		)
Other reclassifications	(9		)	(15		)	(192		)
Balance at end of year	$	892,621		$	724,819		$	688,294
Reconciliation of accumulated depreciation and amortization:
Balance at the beginning of year	$	190,874		$	172,894		$	168,330
Depreciation and amortization expense	21,483			21,826			22,047
Accumulated depreciation and amortization of properties sold and impaired during year	(39,392		)	(3,846		)	(17,483		)
Balance at end of year	$	172,965		$	190,874		$	172,894

50

Item 9. Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report was made under the supervision and with the participation of our management, including our general partner's President and Vice President and Treasurer who are our Principal Executive Officer and our Principal Financial/Accounting Officer, respectively. Based upon this evaluation, our general partner's President and Vice President and Treasurer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our general partner's President and Vice President and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by rules of the Commission for newly public companies.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fourth quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Not applicable.

51

PART III.

Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers of the Registrant

The following sets forth certain information relating to Lex GP's executive officers:

Name	Business Experience
Richard J. Rouse  Age 68	Mr. Rouse, Lex GP's Vice President and Director is also Lexington's Vice Chairman since March 2008 and Lexington's Chief Investment Officer since January 2003, previously served as one of Lexington's trustees from October 1993 to May 2010, Lexington's Co-Vice Chairman from December 2006 to March 2008, Lexington's President from October 1993 to April 1996 and Lexington's Co-Chief Executive Officer from October 1993 to January 2003.
T. Wilson Eglin  Age 49	Mr. Eglin, Lex GP's President and Director, has served as Lexington's Chief Executive Officer since January 2003, Lexington's President since April 1996 and as a trustee of Lexington since May 1994. He served as one of Lexington's Executive Vice Presidents from October 1993 to April 1996 and Lexington's Chief Operating Officer from October 1993 to December 2010.
Patrick Carroll  Age 50	Mr. Carroll, Lex GP's Vice President, Treasurer and Director, has served as Lexington's Chief Financial Officer since May 1998, Lexington's Treasurer since January 1999 and one of Lexington's Executive Vice Presidents since January 2003. Prior to joining Lexington, Mr. Carroll was, from 1986 to 1998, in the real estate practice of Coopers & Lybrand L.L.P., a public accounting firm that was one of the predecessors of PricewaterhouseCoopers LLP.

The information relating to Lexington's Code of Business Conduct and Ethics, which applies to its subsidiaries, including us, is available on Lexington's website at www.lxp.com. The information relating to Lexington's trustees, including the Audit Committee of Lexington's Board of Trustees, which we refer to as the Audit Committee, and Lexington's Audit Committee financial expert, and certain information relating to Lexington's executive officers will be in Lexington's Definitive Proxy Statement for Lexington's 2014 Annual Meeting of Shareholders, which we refer to as Lexington's Proxy Statement, and is incorporated herein by reference.

Item 11. Executive Compensation

We do not have any employees, executive officers or a board of directors.  Neither Lexington nor Lex GP receives any compensation for Lex GP’s services as our general partner.  Lex GP and Lex LP, however, as our partners, have the same rights to allocations and distributions as our other partners, as set forth in our partnership agreement.  In addition, we reimburse Lex GP and Lexington for all expenses incurred by them related to the ownership and operation of, or for the benefit of, us.  In the event that certain expenses are incurred for the benefit of us and other entities (including Lexington or its other subsidiaries), such expenses are allocated by Lexington, as sole equity owner of Lex GP, our general partner, to us in proportion to gross rental revenue.  Lexington has guaranteed our obligations in connection with the redemption of OP units pursuant to our partnership agreement.

During the year ended December 31, 2013, cash distributions of $43.4 million and reimbursements of $4.7 million were earned by Lexington or made to Lexington. 

Certain information required to be furnished pursuant to this item and related to Lexington will be set forth under the appropriate captions in Lexington’s Proxy Statement, and is incorporated herein by reference.

52

Item 12. Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters

The following table indicates, as of the close of business on December 31, 2013, (a) the number of OP units beneficially owned by each person known by us to own in excess of five percent of the outstanding OP units and the number of OP units beneficially owned by our general partner and (b) the percentage such OP units represent of the total outstanding OP units. All OP units were owned directly on such date with sole voting and investment power unless otherwise indicated, calculated as set forth in footnote 1 to the table.

Name of Beneficial Owner	Number of OP Units Beneficially Owned (1)	Percentage of Class
Lexington Realty Trust (2)	64,662,850.5	95%

_________________________

(1) For purposes of this table, a person is deemed to beneficially own any OP unit as of a given date which such person owns or has the right to acquire within 60 days after such date.

(2) Lexington Realty Trust beneficially owns OP units through Lex GP and Lex LP.  Lexington’s address is One Penn Plaza, Suite 4015, New York, NY 10119-4015.

None of the officers of Lex GP beneficially own any OP units.  Mr. Roskind is not an officer of Lex GP.  However, as of December 31, 2013, Mr. Roskind beneficially owned 1,474,296 OP units, which is approximately 2% of the class.

Certain information required to be furnished pursuant to this item and related to Lexington will be set forth under the appropriate captions in Lexington’s Proxy Statement, and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Lexington, through Lex GP and Lex LP, holds, as of December 31, 2013, approximately 95% of our outstanding OP units. Our remaining OP units are beneficially owned by Mr. Roskind, chairman of LXP, and certain non-affiliated investors. As the sole equity owner of our general partner and pursuant to our partnership agreement, LXP has the ability to control all of our day-to-day operations, subject to the terms of our partnership agreement. We are dependent on LXP for management of our operations and future investments. We do not have any employees, executive officers or a board of directors. LXP allocates investments to itself and its other subsidiaries or to us as it deems appropriate and in accordance with certain obligations under our partnership agreement with respect to allocations of non-recourse liabilities.

See the information set forth in “Item 11. Executive Compensation,” above.

LXP and its affiliates may engage in any transactions with us subject to applicable law and our partnership agreement.

Mr. Roskind, the chairman of LXP, beneficially owns a majority of the OP units held by our Special Limited Partners, which are holders of OP units with certain rights not afforded to other holders of OP units.

Lexington MKP Management L.P., in which Lexington holds a 50% interest, earned $1.1 million from us during the year ended December 31, 2013 for property management services and reimbursements.

During 2013, we did not make any charitable contribution to any tax-exempt organization in which any independent trustee of Lexington serves as an executive officer. As a general policy, Lexington and its subsidiaries do not make a charitable contribution unless there is an express business purpose. We did not make any direct political contributions during 2013, nor do we intend to make any direct political contributions during 2014.

Certain information required to be furnished pursuant to this item and related to Lexington will be set forth under the appropriate captions in Lexington’s Proxy Statement, and is incorporated herein by reference.

53

Item 14. Principal Accounting Fees and Services

In 2013 and 2012, we did not make any payments to KPMG LLP for the audit of our financial statements. Payments were made by Lexington to KPMG LLP and information with respect to such payments will be set forth under the appropriate captions in Lexington's Proxy Statement, and is incorporated herein by reference.

The Audit Committee acts as our audit committee.  The Audit Committee has determined that the non-audit services provided by the independent registered public accounting firm are compatible with maintaining the accounting firm’s independence. The percentage of services set forth above in the categories “Audit-related fees,” “Tax fees” and “All other fees” that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) of the Exchange Act (relating to the approval of non-audit services after the fact but before completion of the audit) was 0%.

The Audit Committee must pre-approve the audit and non-audit services performed by our independent registered public accounting firm, and has adopted appropriate policies in this regard, effective in 2014, which are the same policies as are applicable to Lexington. With regard to fees, annually, the independent registered public accounting firm provides the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the fiscal year. Upon the Audit Committee’s acceptance of and agreement to the engagement letter, the services within the scope of the proposed audit services are deemed pre-approved pursuant to this policy. The Audit Committee must pre-approve any change in the scope of the audit services to be performed by the independent registered public accounting firm and any change in fees relating to any such change. Specific audit-related services and tax services are pre-approved by the Audit Committee, subject to limitation on the dollar amount of such fees, which dollar amount is established annually by the Audit Committee. Services not specifically identified and described within the categories of audit services, audit-related services and tax services must be expressly pre-approved by the Audit Committee prior to us engaging any such services, regardless of the amount of the fees involved. The Chairperson of the Audit Committee is delegated the authority to grant such pre-approvals. The decisions of the Chairperson to pre-approve any such activity shall be presented to the Audit Committee at its next scheduled meeting. In accordance with the foregoing, the retention by management of our independent registered public accounting firm for tax consulting services for specific projects is pre-approved, provided, that the cost of any such retention does not exceed $20,000 and the annual cost of all such retentions does not exceed $50,000. The Audit Committee does not delegate to management its responsibilities to pre-approve services to be performed by our independent registered public accounting firm. 

Certain information required to be furnished pursuant to this item and related to Lexington will be set forth under the appropriate captions in Lexington’s Proxy Statement, and is incorporated herein by reference.

54

PART IV.

Item 15. Exhibits, Financial Statement Schedules

	Page
(a)(1) Financial Statements	30
(2) Financial Statement Schedule	49
(3) Exhibits	55

Exhibit No.		Description
3.1	—	Fifth Amended and Restated Agreement of Limited Partnership of Lepercq Corporate Income Fund L.P. (“LCIF”), dated as of December 31, 1996, as supplemented (the “LCIF Partnership Agreement”) (filed as Exhibit 3.3 to Lexington Realty Trust's (“Lexington’s”) Registration Statement on Form S-3/A filed September 10, 1999 (the “09/10/99 Registration Statement”))(1)
3.2	—	Amendment No. 1 to the LCIF Partnership Agreement dated as of December 31, 2000 (filed as Exhibit 3.11 to Lexington’s Annual Report on Form 10-K for the year ended December 31, 2003, filed February 26, 2004 (the “2003 10-K”))(1)
3.3	—	First Amendment to the LCIF Partnership Agreement effective as of June 19, 2003 (filed as Exhibit 3.12 to the 2003 10-K)(1)
3.4	—	Second Amendment to the LCIF Partnership Agreement effective as of June 30, 2003 (filed as Exhibit 3.13 to the 2003 10-K)(1)
3.5	—	Third Amendment to the LCIF Partnership Agreement effective as of December 31, 2003 (filed as Exhibit 3.13 to Lexington’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005 (the “2004 10-K”))(1)
3.6	—	Fourth Amendment to the LCIF Partnership Agreement effective as of October 28, 2004 (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed November 4, 2004)(1)
3.7	—	Fifth Amendment to the LCIF Partnership Agreement effective as of December 8, 2004 (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed December 14, 2004 (the “12/14/04 8-K”))(1)
3.8	—	Sixth Amendment to the LCIF Partnership Agreement effective as of June 30, 2003 (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed January 3, 2005 (the “01/03/05 8-K”))(1)
3.9	—	Seventh Amendment to the LCIF Partnership Agreement (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed November 3, 2005)(1)
3.10	—	Eighth Amendment to the LCIF Partnership Agreement effective as of March 26, 2009 (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed April 27, 2009 (the “4/27/09 8-K”)(1)
3.11	—	Second Amended and Restated Agreement of Limited Partnership of Lepercq Corporate Income Fund II L.P. (“LCIF II”), dated as of August 27, 1998 the (“LCIF II Partnership Agreement”) (filed as Exhibit 3.4 to the 09/10/99 Registration Statement)(1)
3.12	—	First Amendment to the LCIF II Partnership Agreement effective as of June 19, 2003 (filed as Exhibit 3.14 to the 2003 10-K)(1)
3.13	—	Second Amendment to the LCIF II Partnership Agreement effective as of June 30, 2003 (filed as Exhibit 3.15 to the 2003 10-K)(1)
3.14	—	Third Amendment to the LCIF II Partnership Agreement effective as of December 8, 2004 (filed as Exhibit 10.2 to 12/14/04 8-K)(1)
3.15	—	Fourth Amendment to the LCIF II Partnership Agreement effective as of January 3, 2005 (filed as Exhibit 10.2 to 01/03/05 8-K)(1)
3.16	—	Fifth Amendment to the LCIF II Partnership Agreement effective as of July 23, 2006 (filed as Exhibit 99.5 to Lexington’s Current Report on Form 8-K filed July 24, 2006)(1)
3.17	—	Sixth Amendment to the LCIF II Partnership Agreement effective as of December 20, 2006 (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed December 22, 2006)(1)
3.18	—	Seventh Amendment to the LCIF II Partnership Agreement effective as of March 26, 2009 (filed as Exhibit 10.2 to the 4/27/09 8-K)(1)
3.19	—	Agreement and Plan of Merger dated as of December 23, 2013, by and among LCIF and LCIF II (filed as Exhibit 10.1 to Lexington's Current Report on Form 8-K filed on December 24, 2013)(1)
3.20	—	Sixth Amended and Restated Agreement of Limited Partnership of LCIF, dated as of December 30, 2013 (2)

55

4.1	—	Indenture, dated as of January 29, 2007, among Lexington (as successor by merger), the other guarantors named therein and U.S. Bank National Association, as trustee (“U.S. Bank”) (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed January 29, 2007 (the “01/29/07 8-K”))(1)
4.2	—	Fourth Supplemental Indenture, dated as of December 31, 2008, among Lexington, the other guarantors named therein and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed on January 2, 2009)(1)
4.3	—	Fifth Supplemental Indenture, dated as of June 9, 2009, among Lexington (as successor by merger), the other guarantors named therein and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on June 15, 2009)(1)
4.4	—	Sixth Supplemental Indenture, dated as of January 26, 2010 among Lexington, the guarantors named therein and U.S. Bank, as trustee, including the Form of 6.00% Convertible Guaranteed Notes due 2030 (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed January 26, 2010)(1)
4.5	—	Seventh Supplemental Indenture, dated as of September 28, 2012, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on October 3, 2012)(1)
4.6	—	Eight Supplemental Indenture, dated as of February 13, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on February 13, 2013 (the “02/13/13 8-K”))(1)
4.7	—	Ninth Supplemental Indenture, dated as of May 6, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on May 8, 2013)(1)
4.8	—	Tenth Supplemental Indenture, dated as of June 10, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.3 to Lexington's Current Report on Form 8-K filed on June 13, 2013 (the “06/13/13 8-K”))(1)
4.9	—	Tenth Supplemental Indenture, dated as of September 30, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on October 3, 2013)(the “10/3/13 8-K”))(1)
4.10	—	Indenture, dated as of June 10, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to the 06/13/13 8-K)(1)
4.11	—	First Supplemental Indenture, dated as of September 30, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.2 to the 10/3/13 8-K)(1)
10.1	—	Second Amended and Restated Credit Agreement, dated as of February 12, 2013 among Lexington and LCIF as borrowers, KeyBank National Association (“Key”), as agent, and each of the financial institutions initially a signatory thereto (filed as Exhibit 10.1 to the 02/13/13 8-K)(1)
10.2	—	Amended and Restated Term Loan Agreement, dated as of February 13, 2013 among Lexington and LCIF, as borrowers, Wells Fargo Bank, National Association (“Wells”), as agent, and each of the financial institutions initially a signatory thereto (filed as Exhibit 10.2 to the 02/13/13 8-K)(1)
10.3	—	Funding Agreement, dated as of July 23, 2006, by and between LCIF and Lexington (filed as Exhibit 99.4 to Lexington's Current Report on Form 8-K filed on July 24, 2006)(1)
10.4	—	First Amendment to Second Amended and Restated Credit Agreement, dated as of September 30, 2013, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to the 10/13/13 8-K)(1)
10.5	—	First Amendment to Amended and Restated Term Loan Agreement, dated as of September 30, 2013, among Lexington and LCIF, as borrowers, Wells, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.2 to the 10/13/13 8-K)(1)
10.6	—	Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 30, 2013, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to Lexington's Current Report on Form 8-K filed January 6, 2014 (the “01/06/14” 8-K))(1)
10.7	—	Second Amendment to Amended and Restated Term Loan Agreement, dated as of December 30, 2013, among Lexington and LCIF, as borrowers, Wells, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.2 to the 01/06/14 8-K)(1)
10.8	—	Agreement Regarding Disposition of Property and Other Matters, dated April 27, 2012, among Lexington, LMLP GP LLC, Inland American (Net Lease) Sub, LLC and NLSAF (filed as Exhibit 10.1 to Lexington's Current Report on Form 8-K filed on April 30, 2012)(1)

56

10.9	—	Interest Purchase and Sale Agreement, dated as of August 31, 2012, among Lexington, LCIF and Inland American (Net Lease) Sub, LLC, LMLP GP LLC and Net Lease Strategic Assets Fund L.P. (filed as Exhibit 10.1 to Lexington's Current Report on Form 8-K filed on September 6, 2012)(1)
10.10	—	Equity Distribution Agreement, dated as of January 11, 2013, among Lexington and LCIF, on the one hand, and Jefferies & Company, Inc., on the other hand (filed as Exhibit 1.1 to Lexington's Current Report on Form 8-K filed on January 14, 2013 (the “01/14/13 8-K”))(1)
10.11	—	Equity Distribution Agreement, dated as of January 11, 2013, among Lexington and LCIF, on the one hand, and KeyBanc Capital Markets Inc., on the other hand (filed as Exhibit 1.2 to the 01/14/13 8-K)(1)
10.12	—	Registration Rights Agreement, dated as of June 10, 2013, among Lexington, certain subsidiaries of Lexington signatory thereto and U.S. Bank, as trustee (filed as Exhibit 4.2 to the 6/13/13 8-K)(1)
12	—	Statement of Computation of Ratio of Earnings to Fixed Charges (2)
21	—	List of subsidiaries (2)
23	—	Consent of KPMG LLP (2)
24	—	Power of Attorney (included on signature page)
31.1	—	Certification of Principal Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
31.2	—	Certification of Principal Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
32.1	—	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
32.2	—	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

(1) Incorporated by reference.

(2) Filed herewith.

(3) This exhibit shall not be deemed "filed" for purposes of Section 11 or 12 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 18 of the Securities Exchanges Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of those sections, and shall not be part of any registration statement to which it may relate, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing or document.

57

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Lepercq Corporate Income Fund L.P.
		By:	Lex GP-1 Trust, its General Partner
Dated:	March 17, 2014	By:	/s/ T. Wilson Eglin
			T. Wilson Eglin
			President

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report or proxy materials has been sent to securities holders and no such report or proxy material is to be furnished to securities holders subsequent to the filing of the annual report on this Form 10-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title
/s/ Richard J. Rouse Richard J. Rouse	Director and Vice President of Lex GP-1 Trust
/s/ T. Wilson Eglin T. Wilson Eglin	President and Director of Lex GP-1 Trust (principal executive officer)
/s/ Patrick Carroll Patrick Carroll	Vice President, Treasurer and Director of Lex GP-1 Trust  (principal financial officer and principal accounting officer)

Each dated: March 17, 2014

58

EX-3.20

Exhibit 3.20

SIXTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

LEPERCQ CORPORATE INCOME FUND L.P.

Dated and Effective as of December 30, 2013

TABLE OF CONTENTS

ARTICLE 1 DEFINED TERMS		3
ARTICLE 2 ORGANIZATIONAL MATTERS		15
SECTION 2.1	Organization	15
SECTION 2.2	LCIF Merger	16
SECTION 2.3	Name	17
SECTION 2.4	Registered Office and Agent Principal Office	17
SECTION 2.5	Term	18
ARTICLE 3 PURPOSE		18
SECTION 3.1	Purpose and Business	18
SECTION 3.2	Powers	18
ARTICLE 4 CAPITAL CONTRIBUTIONS		18
SECTION 4.1	Capital Contributions of the Partners	18
SECTION 4.2	Issuances of Additional Partnership Interests	19
ARTICLE 5 DISTRIBUTIONS		20
SECTION 5.1	Requirement and Characterization of Distributions	20
SECTION 5.2	Amounts Withheld	21
SECTION 5.3	Distributions Upon Liquidation	21
ARTICLE 6 ALLOCATION		21
SECTION 6.1	Allocations For Capital Account Purposes	21
ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS		22
SECTION 7.1	Management	22
SECTION 7.2	Certificate of Limited Partnership	24
SECTION 7.3	Restrictions on Authority	24
SECTION 7.4	Reimbursement of LXP	24
SECTION 7.5	Outside Activities of and Participation in Other Transactions by the General Partner and Initial Limited Partner	25
SECTION 7.6	Indemnification	25
ARTICLE 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS		27
SECTION 8.1	Management of Business	27
SECTION 8.2	Outside Activities of Additional Limited Partners	27
SECTION 8.3	Return of Capital	27
SECTION 8.4	Redemption Rights	27
ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS		30
SECTION 9.1	Records and Accounting	30
SECTION 9.2	Fiscal Year	30
ARTICLE 10 TAX MATTERS		30
SECTION 10.1	Preparation of Tax Returns	30
SECTION 10.2	Tax Elections	31
SECTION 10.3	Tax Matters Partner	31
SECTION 10.4	Withholding	31
ARTICLE 11 TRANSFERS AND WITHDRAWALS		32

-i-

SECTION 11.1	Transfer	32
SECTION 11.2	Transfer of Partnership Interests by the General Partner and the Initial Limited Partner	32
SECTION 11.3	Additional Limited Partners' Rights to Transfer	32
SECTION 11.4	Substituted Additional Limited Partners	33
SECTION 11.5	Assignees	34
SECTION 11.6	General Provisions	34
ARTICLE 12 ADMISSION OF PARTNERS		35
SECTION 12.1	Admission of Subsequent Partner	35
SECTION 12.2	Amendment of Agreement and Certificate of Limited Partnership	35
ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION		36
SECTION 13.1	Dissolution	36
SECTION 13.2	Winding Up	36
SECTION 13.3	Negative Capital Accounts	37
SECTION 13.4	Rights of the Limited Partners	37
SECTION 13.5	Waiver of Partition	38
ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT		38
SECTION 14.1	Amendments	38
ARTICLE 15 GENERAL PROVISIONS		39
SECTION 15.1	Addresses and Notice	39
SECTION 15.2	Titles and Captions	39
SECTION 15.3	Pronouns and Plurals	39
SECTION 15.4	Further Action	39
SECTION 15.5	Binding Effect	39
SECTION 15.6	Waiver	39
SECTION 15.7	Counterparts	39
SECTION 15.8	Applicable Law	40
SECTION 15.9	Invalidity of Provisions	40
SECTION 15.10	Entire Agreement	40
SECTION 15.11	Certificate of Designation	40
EXHIBIT A PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS		A-1
EXHIBIT B CAPITAL ACCOUNT MAINTENANCE		B-1
EXHIBIT C SPECIAL ALLOCATION RULES		C-1
EXHIBIT D NOTICE OF REDEMPTION		D-1
ANNEX A CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED OPERATION PARTNERSHIP UNITS		A-1

-ii-

SIXTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

LEPERCQ CORPORATE INCOME FUND L.P.

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of LEPERCQ CORPORATE INCOME FUND L.P., dated and effective as of December 30, 2013 (including the Exhibits and Annexes hereto, this “Agreement”), is entered into by and among Lex GP-1 Trust (f/k/a/ Lex GP-1, Inc.), a Delaware statutory trust, as the general partner of the partnership (the “General Partner”), Lex LP-1 Trust (f/k/a/ Lex LP-1, Inc.), a Delaware statutory trust, as the initial limited partner of the Partnership (the “Initial Limited Partner”), Lexington Realty Trust, a Maryland statutory real estate investment trust, sole stockholder of the General Partner and the Initial Limited Partner (“LXP”), the Persons who have been previously admitted to the Partnership as Special Limited Partners and are named as such on Exhibit A attached hereto, the Persons who have been previously admitted to the Partnership as Additional Limited Partners and are named as such on Exhibit A attached hereto, the Persons who have been admitted to the Partnership as Partners pursuant to this Agreement upon consummation of the LCIF Merger (as defined below) and are named as such on Exhibit A attached hereto, and the Persons who are subsequently admitted to the Partnership as Partners and are named as such on Exhibit A attached hereto from time to time as provided herein.

WITNESSTH

WHEREAS, the original Certificate of Limited Partnership of the Partnership was filed with the Delaware Secretary (as defined herein) on March 14, 1986 in connection with the formation of the Partnership (the “Original Certificate”).

WHEREAS, the Original Certificate was subsequently amended by the filing with the Delaware Secretary of the following: (i) that certain Amended and Restated Certificate of Limited Partnership filed on October 12, 1993, (ii) that certain Certificate of Amendment to Certificate of Limited Partnership filed on October 26, 2001, (iii) that certain Second Amended and Restated Certificate of Limited Partnership filed on August 20, 2002, (iv) that certain Certificate of Amendment to Certificate of Limited Partnership filed on July 24, 2007, (v) that certain Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Partnership filed on November 13, 2012, and (vi) that certain Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Partnership filed on September 16, 2013.

WHEREAS, a limited partnership agreement was entered into by certain of the Partners as of March 14, 1986, which was subsequently amended and/or amended and restated from time to time to, among other things, admit Partners under and pursuant to (i) that certain First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 12, 1993, (ii) that certain Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 12, 1993, (iii) that certain Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 1, 1995, (iv) that certain Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 22, 1996, (v) that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 31, 1996, (vi) that certain Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 31, 2000, (vii) that certain First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of June 19, 2003,

- 1 -

(viii) that certain Second Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of June 30, 2003, (ix) that certain Third Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of December 31, 2003, (x) that certain Fourth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of October 28, 2004, (xi) that certain Fifth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of December 8, 2004, (xii) that certain Sixth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of January 3, 2005, (xiii) that certain Seventh Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of November 2, 2005, and (xiv) that certain Eighth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of March 26, 2009 (collectively, the “Prior LCIF I Agreements”).

WHEREAS, the original Certificate of Limited Partnership of Lepercq Corporate Income Fund II L.P. (“LCIF II”) was filed with the Delaware Secretary on January 27, 1987 in connection with the formation of LCIF II (the “Original LCIF II Certificate”).

WHEREAS, the Original LCIF II Certificate was subsequently amended by the filing with the Delaware Secretary of the following: (i) that certain Amended and Restated Certificate of Limited Partnership filed on October 12, 1993, (ii) that certain First Amendment to the Amended and Restated Certificate of Limited Partnership filed on November 30, 2000, (iii) that certain Certificate of Amendment to Certificate of Limited Partnership filed on October 26, 2001, (iv) that certain Second Amended and Restated Certificate of Limited Partnership filed on August 20, 2002, (v) that certain Certificate of Amendment to Certificate of Limited Partnership filed on July 24, 2007, (vi) that certain Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Partnership filed on November 13, 2012, and (vii) that certain Certificate of Amendment Changing Only the Registered Agent of a Limited Partnership filed on September 16, 2013.

WHEREAS, a limited partnership agreement was entered into by certain partners of LCIF II as of January 27, 1987, which was subsequently amended and/or restated from time to time to, among other things, admit partners under and pursuant to (i) that certain First Amendment to the First Amended and Restated Agreement of Limited Partnership of LCIF II, dated as of October 12, 1993, (ii) that certain Second Amendment to the First Amended and Restated Agreement of Limited Partnership of LCIF II, dated as of October 12, 1993, (iii) that certain Third Amendment to the First Amended and Restated Agreement of Limited Partnership of LCIF II, dated as of January 29, 1998, (iv) that certain Second Amended and Restated Agreement of Limited Partnership of LCIF II, dated as of August 27, 1998, (v) that certain First Amendment to the Second Amended and Restated Agreement of Limited Partnership of LCIF II, dated and effective as of June 19, 2003, (vi) that certain Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of LCIF II, effective as of June 30, 2003, (vii) that certain Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of LCIF II, dated and effective as of December 8, 2004, (viii) that certain Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of LCIF II, dated and effective as of January 3, 2005, (ix) that certain Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of LCIF II, dated as of July 23, 2006, (x) that certain Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of LCIF II, dated as of December 20, 2006, and (xi) that certain Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of LCIF II, effective as of March 26, 2009 (collectively, the “Prior LCIF II Agreements”).

- 2 -

WHEREAS, on December 23, 2013, the Partnership entered into that certain Agreement and Plan of Merger, dated as of December [•], 2013 (the “LCIF Merger Agreement”), by and between the Partnership and LCIF II, pursuant to which LCIF II merged with and into the Partnership (the “LCIF Merger”), and certain partners of LCIF II were admitted to the Partnership as partners of the Partnership and certain Partners acquired additional Partnership Units.

WHEREAS, this Sixth Amended and Restated Limited Partnership Agreement of the Partnership, dated and effective as of December 30, 2013, is entered into, among other things, to reflect the LCIF Merger and include provisions related to the admission of the partners in LCIF II as Partners in the Partnership and update, amend and consolidate into this Agreement the provisions of the Prior Agreements (as defined herein).

caARTICLE 1

DEFINED TERMS

The following definitions shall for all purposes be applied to the following terms used in this Agreement.

“12/31/2003 Limited Partners” means a Person admitted to the Partnership as a 12/31/2003 Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

“704(c) Value” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt. Subject to Exhibit B hereof, the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of Contributed Properties in a single or integrated transaction among the separate properties on a basis proportional to their respective fair market values.

“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.

“Additional Limited Partner Redemption Right” shall have the meaning set forth in Section 8.4 hereof.

“Additional Limited Partners” means the Special Limited Partners, the Property Limited Partners, the Red Butte Limited Partners, the Expansion Limited Partners, the Phoenix I Limited Partners, the Warren Limited Partners, the Pacific Place Limited Partners, Savannah Limited Partners, the Anchorage Limited Partner, the Dubuque Limited Partners, the Columbia Limited Partners, the LPM Limited Partners, the 12/31/2003 Limited Partners, the Montgomery Limited Partners, the Westport Limited Partners, the Phoenix II Limited Partners, the Scannell Limited Partners, and any other limited partner admitted to the Partnership pursuant to Section 4.2.A.

“Additional Redeeming Partner” shall have the meaning set forth in Section 8.4 hereof.

“Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end of each Partnership Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore

- 3 -

pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner's Adjusted Capital Account as of the end of the relevant Partnership Year.

“Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant to Exhibit B hereof.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreed Value” means (i) the 704(c) Value of such property or other consideration in the case of any Contributed Property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnership's Carrying Value of such property at the time such Property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution under Section 752 of the Code and the Regulations thereunder.

“Agreement” means this Sixth Amended and Restated Agreement of Limited Partnership (including all Exhibits and Annexes hereto), as it may be amended, supplemented or restated from time to time.

“Allocation Percentage” shall have the meaning set forth in Section 7.4 hereof.

“Anchorage Limited Partner” means a Person admitted to the Partnership as an Anchorage Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

“Anchorage Limited Partner Interest” means a Partnership Interest of an Anchorage Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Anchorage Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. An Anchorage Limited Partner Interest may be expressed as a number of Partnership Units.

“Assignee” means a Person to whom one or more Partnership Units held by an Additional Limited Partner have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Additional Limited Partner and who has the rights set forth in Section 11.5 hereof.

“Book-Tax Disparities” means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date.

- 4 -

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Account” means the Capital Account maintained for a Partner pursuant to Exhibit B hereof.

“Capital Contributions” means, with respect to any Partner, any cash, cash equivalents or the Agreed Value of Contributed Property which such Partner contributes or is deemed to contribute to the Partnership pursuant to Section 4.1 or 4.2 hereof.

“Capital Event” means the sale, refinancing or other disposition of a Partnership asset outside the ordinary course of the Partnership's business.

“Carrying Value” means (i) with respect to a Contributed Property or Adjusted Property, the 704(c) Value of such property reduced (but not below zero) by all Depreciation with respect to such property charged to the Partners' Capital Accounts and (ii) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Exhibit B hereof, and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“Cash Consideration” shall have the meaning set forth in Section 2.2 hereof.

“Cash Consideration LT” shall have the meaning set forth in Section 2.2 hereof.

“Cash Redeeming Limited Partner” means a Westport Redeeming Partner and any other Limited Partner determined to be a Cash Redeeming Limited Partner by the General Partner upon admission to the Partnership pursuant to Section 4.2.A hereof or otherwise determined to be a Cash Redeeming Limited Partner by the General Partner as permitted hereby.

“Cash Redemption Amount” shall mean an amount equal to the product of (i) the number of Partnership Units offered for redemption by a Cash Redeeming Limited Partner, multiplied by (ii) the sum of (a) the average Daily Market Price of the REIT Shares for the twenty (20) Business Days preceding the Specified Redemption Date multiplied by (b) the Redemption Factor.

“Certificate” means the Certificate of Limited Partnership relating to the Partnership filed in the office of the Delaware Secretary, as amended from time to time in accordance with the terms hereof and the Act.

“Certificate of Designation” shall have the meaning set forth in Section 15.11 hereof.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“Columbia Limited Partner” means a Person admitted to the Partnership as a Columbia Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

- 5 -

“Columbia Limited Partner Interest” means a Partnership Interest of a Columbia Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Columbia Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Columbia Limited Partner Interest may be expressed as a number of Partnership Units.

“Contributed Property” means each property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed or deemed contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Exhibit B hereof, such property shall no longer constitute a Contributed Property for purposes of Exhibit B hereof, but shall be deemed an Adjusted Property for such purposes.

“Daily Market Price” means the price of REIT Shares on the relevant date, determined (a) on the basis of the last reported trading price of REIT Shares as reported on the NYSE, or if the REIT Shares are not then listed on the NYSE, as reported on such national securities exchange upon which the REIT Shares are listed, or (b) if there is no reported sale or trade on the day in question, on the basis of the average of the closing bid and asked quotations regular way so reported, or (c) if REIT Shares are not listed on the NYSE or on any national securities exchange, on the basis of the high bid and low asked quotations regular way on the day in question in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System, or, if not so quoted, as reported by the National Quotation Bureau, Incorporated, or a similar organization.

“Declaration of Trust” means the Declaration of Trust of LXP, as amended or restated from time to time.

“Delaware Secretary” means the Secretary of State of the State of Delaware.

“Depreciation” means, for each fiscal year, an amount equal to the federal income tax depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.

“Effective Date” shall mean December 30, 2013, the date of the filing of the LCIF Merger Certificate with the Delaware Secretary.

“Effective Time” shall mean 4:00 p.m., on December 30, 2013, as provided in the LCIF Merger Certificate filed with the Delaware Secretary.

“Expansion Limited Partner” means a Person admitted to the Partnership as an Expansion Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

- 6 -

“Expansion Limited Partner Interest” means a Partnership Interest of an Expansion Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Expansion Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. An Expansion Limited Partner Interest may be expressed as a number of Partnership Units.

“General Partner” shall have the meaning set forth in the introductory paragraph of this Agreement and includes any successor general partner of the Partnership admitted as such in accordance with this Agreement.

“General Partner Interest” means a Partnership Interest held by the General Partner that is a general partner interest. A General Partner Interest shall be expressed as a number of Partnership Units.

“Holders” shall have the meaning set forth in Section 2.2 hereof.

“Immediate Family” means, with respect to any natural Person, such natural Person's spouse and such natural Person's natural or adoptive parents, descendants, nephews, nieces, brothers, and sisters.

“Incapacity” or “Incapacitated” means (i) as to any individual Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating him incompetent to manage his Person or his estate; (ii) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; (iii) as to any partnership which is a Partner, the dissolution and commencement of winding up of the partnership; (iv) as to any estate which is a Partner, the distribution by the fiduciary of the estate's entire interest in the Partnership; (v) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the bankruptcy of such Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect, (b) the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any Bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner, (c) the Partner executes and delivers a general assignment for the benefit of the Partner's creditors, (d) the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (b) above, (e) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner's properties, (f) any proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof, (g) the appointment without the Partner's consent or acquiescence of a trustee, receiver or liquidator for the assets of the Partner which such appointment has not been vacated or stayed within ninety (90) days of such appointment, or (h) an appointment referred to in clause (g) is not vacated within ninety (90) days after the expiration of any such stay.

“Indemnitee” means (i) any Person made a party to a proceeding by reason of his status as (A) the General Partner, or (B) a director or officer of the Partnership, the General Partner, the Initial Limited Partner or LXP, and (ii) such other Persons (including Affiliates of the

- 7 -

Partnership, the General Partner, the Initial Limited Partner or LXP) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“Initial Limited Partner” shall have the meaning set forth in the introductory paragraph of this Agreement and includes any successor admitted as such in accordance with this Agreement.

“IRS” means the Internal Revenue Service, which administers the internal revenue laws of the United States.

“LCIF II” shall have the meaning ascribed to such term in the Recitals hereof.

“LCIF II Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Lepercq Corporate Income Fund II L.P., a Delaware limited partnership, as amended.

“LCIF II Units” shall have the meaning set forth in Section 2.2 hereof.

“LCIF Merger” shall have the meaning ascribed to such term in the Recitals hereof.

“LCIF Merger Agreement” shall have the meaning ascribed to such term in the Recitals hereof.

“LCIF Merger Certificate” means the Certificate of Merger of the Partnership, dated December 30, 2013, filed in the office of the Delaware Secretary on December 30, 2013 pursuant to the LCIF Merger Agreement.

“LCP” means The LCP Group, L.P.

“Level B(2) Limited Partner” means any Limited Partner determined to be a Level B(2) Limited Partner by the General Partner upon admission to the Partnership pursuant to Section 4.2.A hereof or otherwise determined to be a Level B(2) Limited Partner by the General Partner as permitted hereby.

“Limited Partner Interest” means a Partnership Interest held by a Limited Partner in the Partnership that is a limited partner interest. A Limited Partner Interest shall be expressed as a number of Partnership Units.

“Limited Partners” means the Initial Limited Partners, the Special Limited Partners and the other Additional Limited Partners.

“Liquidating Events” shall have the meaning set forth in Section 13.1 hereof.

“Liquidator” shall have the meaning set forth in Section 13.2 hereof.

“LP Supplement” shall have the meaning set forth in Section 4.2 hereof.

“LPM Limited Partner” means a Person admitted to the Partnership as an LPM Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

- 8 -

“LPM Limited Partner Interest” means a Partnership Interest of an LPM Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all LPM Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. An LPM Limited Partner Interest may be expressed as a number of Partnership Units.

“LXP” means Lexington Realty Trust (f/k/a/ Lexington Corporate Properties, Inc.), a Maryland statutory real estate investment trust which is the sole stockholder of the General Partner and the Initial Limited Partner.

“Merger Consideration” shall have the meaning set forth in Section 2.2 hereof.

“Montgomery Limited Partner” means a Person admitted to the Partnership as a Montgomery Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

“Montgomery Limited Partner Interest” means a Partnership Interest of a Montgomery Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Montgomery Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Montgomery Limited Partner Interest may be expressed as a number of Partnership Units.

“Net Income” means, for any taxable period, the excess, if any, of the Partnership's items of income and gain for such taxable period over the Partnership's items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Exhibit B. Once an item of income, gain, loss or deduction that has been included in the initial computation of Net Income is subjected to the special allocation rules in Exhibit C, Net Income or the resulting Net Loss, whichever the case may be, shall be recomputed without regard to such item.

“Net Loss” means, for any taxable period, the excess, if any, of the Partnership's items of loss and deduction for such taxable period over the Partnership's items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Exhibit B. Once an item of income, gain, loss or deduction that has been included in the initial computation of Net Loss is subjected to the special allocation rules in Exhibit C, Net Loss or the resulting Net Income, whichever the case may be, shall be recomputed without regard to such item.

“Nonrecourse Built-In Gain” means, with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or negative pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 2.B of Exhibit C if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

“Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“Nonrecourse Liability” has the meaning set forth in Regulations Section 1.752-1(a)(2).

- 9 -

“Notice of Redemption” means the Notice of Redemption substantially in the form of Exhibit D to this Agreement.

“NYSE” means the New York Stock Exchange.

“Operating Cash Flow” means, for any period, operating revenue from leases on real property investments, partnership distributions with respect to partnerships in which the Partnership has interests, and interest on uninvested funds and other cash investment returns, less operating expenses, capital expenditures and regularly scheduled principal and interest payments (exclusive of balloon payments due at maturity) on outstanding mortgage and other indebtedness. The General Partner may, in its discretion, reduce Operating Cash Flow for any period by an amount determined by the General Partner to be necessary to fund reserves required by the Partnership.

“Original Certificate” shall have the meaning ascribed to such term in the Recitals hereof.

“Original LCIF II Certificate” shall have the meaning ascribed to such term in the Recitals hereof.

“Pacific Place Limited Partner” means a Person admitted to the Partnership as a Pacific Place Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

“Pacific Place Limited Partner Interest” means a Partnership Interest of a Pacific Place Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Pacific Place Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Pacific Place Limited Partner Interest may be expressed as a number of Partnership Units.

“Partner” means a General Partner, the Initial Limited Partner, any Special Limited Partner or any Additional Limited Partner and “Partners” means the General Partner, the Limited Partner, the Special Limited Partners and any Additional Limited Partners.

“Partner Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

“Partnership” means Lepercq Corporate Income Fund L.P., a Delaware limited partnership, together with its predecessors in interest.

- 10 -

“Partnership Interest” means an ownership interest in the Partnership representing a Capital Contribution by a Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest shall be expressed as a number of Partnership Units.

“Partnership Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

“Partnership Record Date” means the record date established by the General Partner for the distribution of Operating Cash Flow pursuant to Section 5.1 hereof, which record date shall be the same as the record date established by LXP for a distribution to its stockholders of some or all of such distribution.

“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Sections 4.1 and 4.2.

“Partnership Year” means the fiscal year of the Partnership, which shall be the calendar year.

“Percentage Interest” means, as to a Partner, its interest in the Partnership as determined by dividing the Partnership Units owned by such Partner by the total number of Partnership Units then outstanding and as specified in Exhibit A attached hereto, as such Exhibit may be amended from time to time.

“Person” means an individual or a corporation, partnership, trust, unincorporated organization, association, limited liability company or other entity.

“Phoenix I Limited Partner” means a Person admitted to the Partnership as a Phoenix I Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

“Phoenix I Limited Partner Interest” means a Partnership Interest of a Phoenix I Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Phoenix I Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Phoenix I Limited Partner Interest may be expressed as a number of Partnership Units.

“Phoenix II Limited Partner” means a Person admitted to the Partnership as a Phoenix II Limited Partner pursuant to the Prior LCIF II Agreements and the LCIF Merger and who is shown as such on the books and records of the Partnership.

“Phoenix II Limited Partner Interest” means a Partnership Interest of a Phoenix II Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Phoenix II Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Phoenix II Limited Partner Interest may be expressed as a number of Partnership Units.

- 11 -

“Prior Agreements” means the Prior LCIF I Agreements and the Prior LCIF II Agreements.

“Prior LCIF I Agreements” shall have the meaning ascribed to such term in the Recitals hereof.

“Prior LCIF II Agreements” shall have the meaning ascribed to such term in the Recitals hereof.

“Property Limited Partner” means a Person admitted to the Partnership as a Property Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

“Property Limited Partner Interest” means a Partnership Interest of a Property Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Property Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Property Limited Partner Interest may be expressed as a number of Partnership Units.

“Recapture Income” means any gain recognized by the Partnership upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

“Red Butte Limited Partner” means a Person admitted to the Partnership as a Red Butte Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

“Red Butte Limited Partner Interest” means a Partnership Interest of a Red Butte Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Red Butte Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Red Butte Limited Partner Interest may be expressed as a number of Partnership Units.

“Redeeming Partner” shall mean either a Special Redeeming Partner or an Additional Redeeming Partner, as the case may be.

“Redemption Amount” means the number of REIT Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner, multiplied by the Redemption Factor; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”) then the Redemption Amount shall also include such rights that a holder of that number of REIT Shares would be entitled to receive.

“Redemption Factor” means 1.126, provided that in the event that LXP (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT

- 12 -

Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Redemption Factor shall be adjusted by multiplying the Redemption Factor in effect immediately before such event by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on the record date for such dividend distribution, subdivision or combination. Any adjustment to the Redemption Factor (x) with respect to clause (i) of the immediately preceding sentence, shall become effective immediately after the effective date of such event retroactive to the day after the record date, if any, for such event, and (y) with respect to clauses (ii) or (iii) of the immediately preceding sentence, shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

“Redemption Right” shall mean either the Special Limited Partner Redemption Right or the Additional Limited Partner Redemption Right, as the case may be.

“Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“REIT” means a real estate investment trust under Section 856 of the Code.

“REIT Dividend Limited Partner Unit Distribution Amounts” means such amounts of distributions for each REIT Dividend Limited Partner Unit that is equal to (x) the amount of cash distributions made in respect of one REIT Share outstanding on any given date multiplied by (y) the Redemption Factor on the applicable record date, such amount of REIT Dividend Limited Partner Unit Distribution Amounts being adjusted from time to time in accordance with the Redemption Factor.

“REIT Dividend Limited Partner Units” shall mean those Partnership Units issued to REIT Dividend Limited Partners pursuant to Section 4.1 and 4.2.

“REIT Dividend Limited Partners” means the Special Limited Partners, the Property Limited Partners, the Dubuque Limited Partners, the Pacific Place Limited Partners, the Phoenix I Limited Partners, the Savannah Limited Partners, the Anchorage Limited Partners, the Columbia Limited Partners, the LPM Limited Partners, the 12/31/2003 Limited Partners, the Montgomery Limited Partners, the Westport Limited Partners, the Scannell Limited Partners and any other Limited Partner determined to be a REIT Dividend Limited Partner by the General Partner upon admission to the Partnership pursuant to Section 4.2.A hereof or otherwise determined to be a REIT Dividend Limited Partner by the General Partner as permitted hereby.

“REIT Share” shall mean a common share of LXP, $.0001 par value. A REIT Share shall also mean an excess share of LXP, $.0001 par value, issued in exchange or upon conversion of a common share of LXP under the circumstances contemplated by the Declaration of Trust.

“Residual Gain” or “Residual Loss” means any item of gain or loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of Contributed Property or Adjusted Property, to the extent such item of gain or loss is not allocated pursuant to Section 2.B(i)(1) or 2.B(ii)(1) of Exhibit C to eliminate Book-Tax Disparities.

- 13 -

“Savannah Limited Partner” means a Person admitted to the Partnership as a Savannah Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

“Savannah Limited Partner Interest” means a Partnership Interest of a Savannah Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Savannah Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Savannah Limited Partner Interest may be expressed as a number of Partnership Units.

“Scannell Limited Partner” means a Person admitted to the Partnership as a Scannell Limited Partner pursuant to the Prior LCIF II Agreements and the LCIF Merger and who is shown as such on the books and records of the Partnership.

“Scannell Limited Partner Interest” means a Partnership Interest of a Scannell Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Scannell Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Scannell Limited Partner Interest may be expressed as a number of Partnership Units.

“Series C Preferred Units” means a series of preferred Partnership Units designated as “Series C Preferred Units.”

“Shared Debt” means certain of LXP’s corporate level borrowings for which the Partnership is a co-borrower, co-obligor or guarantor.

“Special Limited Partner” means a Person admitted to the Partnership as a Special Limited Partner pursuant to the Prior Agreements or as a result of the LCIF Merger, and who is shown as such on the books and records of the Partnership.

“Special Limited Partner Interest” means a Partnership Interest of the Special Limited Partners in the Partnership representing a fractional part of the Partnership Interests of all Special Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Special Limited Partner Interest may be expressed as a number of Partnership Units.

“Special Limited Partner Redemption Right” shall have the meaning set forth in Section 8.4 hereof.

“Special Redeeming Partner” shall have the meaning set forth in Section 8.4 hereof.

“Specified Redemption Date” means the tenth (10th) Business Day after receipt by the General Partner and LXP of a Notice of Redemption.

“Subsequent Partner” means a Person admitted to the Partnership as a Partner after the date hereof through the sale or issuance by the Partnership of additional Partnership Interests and not through the transfer of existing Partnership Interests.

- 14 -

“Subsidiary” means, with respect to any Person, any corporation, partnership or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Substituted Additional Limited Partner” means a Person who is admitted as an Additional Limited Partner to the Partnership pursuant to Section 11.4.

“Terminating Capital Transaction” means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

“Unit Consideration” shall have the meaning set forth in Section 2.2 hereof.

“Unit Consideration LT” shall have the meaning set forth in Section 2.2 hereof.

“Unrealized Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the fair market value of such property (as determined under Exhibit B hereof) as of such date, over (ii) the Carrying Value of such property (prior to any adjustment to be made pursuant to Exhibit B hereof) as of such date.

“Unrealized Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the Carrying Value of such property (prior to any adjustment to be made pursuant to Exhibit B hereof) as of such date, over (ii) the fair market value of such property (as determined under Exhibit B hereof) as of such date.

“Warren Limited Partner” means a Person admitted to the Partnership as a Warren Limited Partner pursuant to the Prior LCIF II Agreements and the LCIF Merger and who is shown as such on the books and records of the Partnership.

“Warren Limited Partner Interest” means a Partnership Interest of a Warren Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Warren Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Warren Limited Partner Interest may be expressed as a number of Partnership Units.

“Westport Limited Partner” means a Person admitted to the Partnership as a Westport Limited Partner pursuant to the Prior LCIF I Agreements and who is shown as such on the books and records of the Partnership.

ARTICLE 2

ORGANIZATIONAL MATTERS

SECTION 2.1        Organization

A.The Partnership is a limited partnership formed pursuant to the provisions of the Act and upon the terms and conditions set forth in the Prior Agreements and is currently operating under the terms and conditions of this Agreement. The Partners hereby amend and restate the Prior Agreements in their entirety as of the date hereof to reflect the LCIF Merger and the other terms set forth herein. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be

- 15 -

governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

SECTION 2.2         LCIF Merger

A.The General Partner, in its capacity as the general partner of the Partnership, and LCIF II, with the approval of the holders of a majority of the outstanding Partnership Units held by the Special Limited Partners of each of the Partnership and LCIF II, authorized and approved the LCIF Merger and executed and delivered to the other party the LCIF Merger Agreement. At the Effective Time, (i) LCIF II merged with and into the Partnership, whereupon the separate existence of LCIF II ceased and (ii) the Partnership continued as the surviving limited partnership of the LCIF Merger.

B.At the Effective Time, by virtue of the LCIF Merger and without any action on the part of the holders (“Holders”) of Partnership Units in the Partnership or partnership units in LCIF II (“LCIF II Units”):

(1)Each LCIF II Unit issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive the following merger consideration (the “Merger Consideration”): (i) an amount of cash (the “Cash Consideration”), payable in United States Dollars, equal to the product of (A) the closing price of a REIT Share (as defined in the LCIF II Partnership Agreement) on the New York Stock Exchange, on the Effective Date multiplied by (B) the Redemption Factor (as defined in the LCIF II Partnership Agreement), for each of the Holders of LCIF II Units as of the Effective Time who either (1) is not an Accredited Investor (as defined in the LCIF Merger Agreement) and delivers a Cash Consideration letter of transmittal attached as Exhibit B to the LCIF Merger Agreement (“Cash Consideration LT”) to LCIF and LXP on or prior to February 1, 2014 or (2) fails to deliver a Cash Consideration LT or a Unit Consideration LT (defined below) to the Partnership and LXP on or prior to February 1, 2014, and (ii) Partnership Units on a one for one basis having the rights and privileges set forth in this Agreement (the “Unit Consideration”), for Holders of LCIF II Units as of the Effective Time who are Accredited Investors and deliver a Unit Consideration letter of transmittal in the form of Exhibit C attached to the LCIF Merger Agreement (a “Unit Consideration LT”) to the Partnership and LXP on or prior to February 1, 2014; with each general partner interest in LCIF II converting into a General Partner Interest in the Partnership, each limited partner interest in LCIF II (held by a Holder who has the right to receive the Unit Consideration) converting into an equivalent Limited Partner Interest in the Partnership, including the Initial Limited Partner’s initial limited partner interest in LCIF II converting into an equivalent Initial Limited Partner Interest in the Partnership, the special limited partner interest of each special limited partner in LCIF II (held by a Holder who has the right to receive the Unit Consideration) converting into an equivalent Special Limited Partner Interest in the Partnership, and the additional limited partner interest of each other additional limited partner in LCIF II (held by a Holder who has the right to receive the Unit Consideration) converting into an equivalent Additional Limited Partner Interest in the Partnership having terms and conditions consistent with the additional limited partner interest of such additional limited partner in LCIF II; and each preferred partnership unit designated as “Series C Preferred Units” of LCIF II converting into a preferred Partnership Unit in the designated “Series C Preferred Units” of the Partnership, in each case as set forth in this Agreement.

(2)Each Holder of LCIF II Units who receives the Unit Consideration shall, by virtue of the LCIF Merger and effective as of the Effective Time, be admitted to the Partnership as a limited partner of the Partnership in respect of the Partnership Units comprising

- 16 -

its Unit Consideration pursuant to the LCIF Merger Agreement and in accordance with Section 17-301(b)(3) of the Act and as reflected in this Agreement.

(3)Holders of LCIF II Units shall (i) not be entitled to any further distributions from LCIF II and (ii) to the extent that they receive the Unit Consideration shall be entitled to receive future distributions from the Partnership in accordance with this Agreement beginning with the distribution for the quarter ending December 31, 2013.

C.(1)    From and after the Effective Time, (i) the Holders of the LCIF II Units issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such LCIF II Units except as otherwise provided in the LCIF Merger Agreement or by law, (ii) the LCIF II Units shall be deemed to represent only the right to receive the applicable Merger Consideration, and (iii) the transfer books of LCIF II will be closed and there will be no further registration of transfers of LCIF II Units that were issued and outstanding prior to the Effective Date.

(2)    In order to receive the Merger Consideration described herein, Holders of LCIF II Units shall be required to deliver a duly completed and executed Cash Consideration LT or Unit Consideration LT, as applicable, to the Partnership and LXP. Upon receipt by the Partnership of a duly completed and executed Cash Consideration LT or Unit Consideration LT, as applicable, from a Holder of LCIF II, such Holder shall be entitled to receive, at the later of (x) the Effective Time, or (y) following receipt from such Holder of a duly completed and executed Cash Consideration LT or Unit Consideration LT, as applicable, the Merger Consideration either in the form of the Cash Consideration, or, if such Holder timely delivers a Unit Consideration LT, in the form of the Unit Consideration.

D.All Partnership Units outstanding immediately prior to the Effective Time shall remain issued and outstanding with no change thereto, subject to the terms and conditions of this Agreement.

SECTION 2.3        Name

The name of the Partnership is Lepercq Corporate Income Fund L.P. The Partnership's business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership's name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time.

SECTION 2.4         Registered Office and Agent Principal Office

The address of the registered office of the Partnership in the State of Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office is Corporation Service Company. The principal office of the Partnership is located at One Penn Plaza, Suite 4015, New York, New York 10119-4015, and may be changed to such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

- 17 -

SECTION 2.5         Term

The term of the Partnership commenced on March 14, 1986, the date the Certificate was initially filed in the office of the Delaware Secretary in accordance with the Act and shall continue indefinitely, unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 or as otherwise provided by law.

ARTICLE 3

PURPOSE

SECTION 3.1         Purpose and Business

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act; provided that such business shall be limited to and conducted in such a manner as to permit LXP at all times to be classified as a REIT, unless LXP ceases to qualify as a REIT for reasons other than the conduct of the business of the Partnership, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or to own interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting LXP's right in its sole discretion to cease qualifying as a REIT, the Partners acknowledge that LXP's status as a REIT inures to the benefit of all the Partners and not solely to LXP.

SECTION 3.2         Powers

A. The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership; provided that the Partnership shall not take, or refrain from taking, any action which, in the judgment of LXP, in its sole and absolute discretion, (i) could adversely affect the ability of LXP to continue to qualify as a REIT under Section 856 and 857 of the Code, (ii) could subject LXP to any additional taxes under any Section of the Code or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over LXP or its securities, unless such action (or inaction) shall have been specifically consented to by LXP in writing.

B. Notwithstanding anything to the contrary that may be contained herein, the Partnership had and continues to have the power and authority to execute, acknowledge, verify, deliver, file and record any and all documents and instruments, including the LCIF Merger Agreement and the LCIF Merger Certificate, and to perform any and all acts required by applicable law or which were or may be necessary or advisable in order to give effect to the consummation of the LCIF Merger.

C. Notwithstanding anything to the contrary that may be contained herein, Shared Debt shall be allocated among LXP and the Partnership based on their gross rental revenues as ultimately determined by LXP. Nothing herein shall impact any joint and several liability or any guaranty, as applicable, with respect to such Shared Debt.

ARTICLE 4

CAPITAL CONTRIBUTIONS

SECTION 4.1         Capital Contributions of the Partners

- 18 -

As of the date of this Agreement, (i) the Partners shall be deemed to have made the Capital Contributions set forth in Exhibit A to this Agreement and (ii) each Partner shall own Partnership Units in the amount set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth for such Partner in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, Capital Contributions, Capital Events, the issuance of additional Partnership Units or similar events having an effect on a Partner's Percentage Interest. Except as provided in Sections 4.2 and 10.4, the Partners shall have no obligation to make any additional Capital Contributions or loans to the Partnership.

SECTION 4.2         Issuances of Additional Partnership Interests

A.The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners or other Persons additional Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to existing Partnership Interests and Partnership Units, all as shall be determined by the General Partner in its sole and absolute discretion, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests and Partnership Units, (ii) the right of each such class or series of Partnership Interests and Partnership Units to share in Partnership distributions, (iii) the redemption rights, if any, of each such class or series of Partnership Interests and Partnership Units, (iv) the rights of each such class or series of Partnership Interests and Partnership Units upon dissolution and liquidation of the Partnership and (v) any other terms, designations, preferences, rights, powers and duties of each such class or series of Partnership Interests and Partnership Units, in each case as set forth in a supplement to this Agreement (an “LP Supplement”), which shall be deemed to amend and supplement this Agreement and form a part hereof as if set forth directly herein.    

B.Notwithstanding any provision of Section 4.2.A to the contrary, no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries unless

(1)(a) the additional Partnership Interests are issued in connection with an issuance of shares of LXP, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries in accordance with Section 4.2.A, and (b) LXP through the General Partner or the Initial Limited Partner makes a Capital Contribution to the Partnership of a corresponding amount from the proceeds raised in connection with the issuance of such shares of LXP;

(2)the additional Partnership Interests are General Partner Interests or Limited Partner Interests issued in consideration for a contribution by the General Partner, the Initial Limited Partner, LXP or any of their Subsidiaries of cash or other assets and the number of Partnership Units issued does not exceed the amount of such cash or the Agreed Value of such contributed assets divided by the Daily Market Price of the REIT Shares on the date such Capital Contribution is effective; or

(3)the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.

- 19 -

ARTICLE 5

DISTRIBUTIONS

SECTION 5.1         Requirement and Characterization of Distributions

A.General. The General Partner shall distribute quarterly an amount equal to 100% of the Operating Cash Flow generated by the Partnership during such quarter to the Partners, who are Partners on the Partnership Record Date with respect to such quarter in accordance with the remainder of this Section 5.1: provided,that in no event may a Partner receive a distribution of Operating Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Operating Cash Flow with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged.

B.Distributions of Operating Cash Flow shall first be made to the following Partners in the following manner:

(1)    First, to the following Partners pro rata in accordance with their respective rights to distributions as set forth herein (including for the avoidance of doubt the LP Supplements hereto):

a.REIT Dividend Limited Partners. For purposes of this Section 5.1, each REIT Dividend Limited Partner (other than LCP) shall be entitled to receive distributions with respect to each Partnership Unit held by such REIT Dividend Limited Partner equal to the REIT Dividend Limited Partner Unit Distribution Amount.

b.Red Butte Limited Partners. Each Red Butte Limited Partner's share of Operating Cash Flow (other than LCP, in its capacity as a Red Butte Limited Partner) shall be limited to a cash distribution of $0.27 per Partnership Unit per quarter ($1.08 per Partnership Unit per annum) commencing with the quarter when such Red Butte Limited Partner was admitted to the Partnership, provided, that if LXP reduces its dividend below $1.08 per REIT Share per annum since such admission then the distribution to which each Red Butte Limited Partner is entitled shall be reduced by the percentage reduction in the LXP dividend.

c.Expansion Limited Partners. Each Expansion Limited Partner’s share of Operating Cash Flow (other than LCP, in its capacity as an Expansion Limited Partner) shall be limited to a cash distribution of $0.28 per Partnership Unit per quarter ($1.12 per Partnership Unit per annum) commencing with the quarter when such Expansion Limited Partner was admitted to the Partnership, provided, that if LXP reduces its dividend below $1.12 per REIT Share per annum since such admission then the distribution to which each Expansion Limited Partner is entitled shall be reduced by the percentage reduction in the LXP dividend.

d.Phoenix II Limited Partners and Warren Limited Partners. The Phoenix II Limited Partners and Warren Limited Partners (excluding LCP, in its capacity as a Phoenix II Limited Partner) shall receive a share of Operating Cash Flow equal to a cash distribution of $0.29 per Partnership Unit per quarter ($1.16 per Partnership Unit per annum) commencing with the quarter when such Phoenix II Limited Partners and Warren Limited Partners were admitted to the Partnership, provided, that if LXP reduces its dividend below $1.16 per REIT Share per annum since such admission then the distribution to which such Phoenix II Limited Partners and Warren Limited Partners are entitled shall be reduced by the percentage reduction in the LXP dividend, and provided, further, that if LXP increases its dividend above $1.16 per REIT Share per annum since such admission then the distributions to which such Phoenix II Limited Partners

- 20 -

and Warren Limited Partners are entitled shall be increased by the percentage increase in the LXP dividend.

(2)    Second to LCP in its capacity as an Additional Limited Partner and the Level B(2) Limited Partners, pro rata in accordance with their respective rights to distributions as set forth in this Section 5.1.B(2) (including for the avoidance of doubt the LP Supplements hereto):

a.LCP shall be entitled to receive distributions with respect to each Partnership Unit equal to the distributions per Unit of the specified type of Additional Limited Partner with respect to which LCP received and holds such Units, including as a Special Limited Partner, REIT Dividend Limited Partner, Red Butte Limited Partner, Expansion Limited Partner and Phoenix II Limited Partner.

b.Each Level B(2) Limited Partner shall be entitled to receive distributions with respect to each Partnership Unit held by such Level B(2) Limited Partner equal to the REIT Dividend Limited Partner Unit Distribution Amounts (calculated as if it were a REIT Dividend Limited Partner for purposes thereof).

(3)    Last, any remaining amount, to the General Partner and Initial Limited Partner, pro rata in accordance with their respective Percentage Interests, determined as a percentage of total Partnership Units held by the General Partner and Initial Limited Partner.

SECTION 5.2         Amounts Withheld

All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 10.4 hereof with respect to any allocations, payment or distribution to the Partners or the Assignees shall be treated as amounts distributed to the Partners or the Assignees pursuant to Section 5.1 for all purposes under this Agreement.

SECTION 5.3         Distributions Upon Liquidation

Proceeds from a Terminating Capital Transaction, and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership, shall be distributed to the Partners in accordance with Section 13.2.

ARTICLE 6

ALLOCATIONS

SECTION 6.1        Allocations For Capital Account Purposes

For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

A.Net Income. After giving effect to the special allocations set forth in Exhibit C, allocations of Net Income (or items thereof) shall be made in the following manner:

a.First, to the Additional Limited Partners (excluding LCP and the Level B(2) Limited Partners), each in their capacity as a specified type of Additional Limited Partner (e.g., REIT Dividend Limited Partner, Property Limited Partners, Special Limited Partners, Red Butte Limited Partners, Expansion Limited Partners,the Phoenix II Limited Partners and

- 21 -

the Warren Limited Partners, pro rata in accordance with and to the extent of their relative rights to distributions as set forth herein,

b.Second, to LCP and the Level B(2) Limited Partners in their capacity as an Additional Limited Partner (in accordance with and to the extent of its rights to distributions in its capacity as a specified type of Additional Limited Partner (e.g., as a Special Limited Partner, REIT Dividend Limited Partner, Red Butte Limited Partner, and so forth)), pro rata in accordance with and to the extent of their relative rights to distributions, as set forth herein, and

c.then to the General Partner and the Initial Limited Partner in accordance with their respective Percentage Interests (determined as a percentage of total Partnership Units held by the General Partner and the Initial Limited Partner);

provided, that, each Additional Limited Partner will be allocated taxable income in an amount equal to the cash distributions received pursuant to Section 5.1 hereof.

B.Net Losses. After giving effect to the special allocations set forth in Exhibit C, 100% of the Net Losses shall be allocated to the General Partner and the Initial Limited Partner in accordance with their respective Percentage Interests (determined as a percentage of total Partnership Units held by the General Partner and the Initial Limited Partner).

C.Certain Allocations. For purposes of Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of the amount of Partnership Minimum Gain and the total amount of Nonrecourse Built-In Gain shall be allocated first to account for any income or gain to be allocated to the Additional Limited Partners pursuant to Sections 2.B and 2.D of Exhibit C and the allocations herein, and then among the Partners in accordance with their respective Percentage Interests, or as is otherwise permissible in accordance with Regulation Section 1.752-3(a)(3). For the avoidance of doubt, this Section and any other applicable provision of this Agreement, including any Exhibits hereof or thereof, shall be interpreted as specifying the allocations of excess Nonrecourse Liabilities, as determined by the General Partner from time to time, that are intended to reflect the Partners’ respective shares of Partnership profits for purposes of Regulation Section 1.752-3(a)(3).

ARTICLE 7

MANAGEMENT AND OPERATIONS OF BUSINESS

SECTION 7.1        Management

A.Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner. The Limited Partners shall not have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 hereof, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation:

(1)the execution, acknowledgement, verification, delivery, filing and recording, for and in the name of the Partnership, and, to the extent necessary, the General

- 22 -

Partner and the Initial Limited Partner, of any and all documents and instruments, including the LCIF Merger Agreement and the performance of any and all acts required by applicable law or which GP-1 deems necessary or advisable in order to give effect to the consummation of the LCIF Merger;

(2)the making of any expenditures, the lending, borrowing or guarantee of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit LXP (so long as LXP qualifies as a REIT) in general, including, without limitation, to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code), to make distributions to its stockholders sufficient to permit LXP to maintain REIT status), the incurrence of inter-company indebtedness and the assumption or guarantee of, or other contracting for, indebtedness and other liabilities;

(3)the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership or the merger or other combination of the Partnership with or into another entity (all of the foregoing subject to any prior approval only to the extent required by Section 7.3 hereof);

(4)the use of the assets of the Partnership for any purpose consistent with the terms of this Agreement and on any terms the General Partner sees fit, and the making of capital contributions or loans to its Subsidiaries;

(5)the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership;

(6)the negotiation, execution and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement;

(7)the distribution of Partnership cash or other Partnership assets in accordance with this Agreement;

(8)the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, limited liability companies or joint ventures that the General Partner deems desirable;

(9)the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons);

(10)the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner may adopt;

(11)the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; and

(12)the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in

- 23 -

writing necessary or appropriate in the judgment of the General Partner for the accomplishment of any of the powers of the General Partner enumerated in this Agreement.

B.    At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership and (ii) liability insurance for the Indemnitees hereunder.

C.    At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain any and all reserves, working capital accounts and other cash or similar balances in such amounts as the General Partner, in its sole discretion, deems appropriate and reasonable from time to time.

D.    In exercising its authority under this Agreement, the General Partner may, but shall not be obligated to, take into account the tax consequences to any Partner of any action taken by it. The General Partner and the Partnership shall not, however, have liability to an Additional Limited Partner under any circumstances as a result of an income tax liability incurred by such Additional Limited Partner as a result of an action (or inaction) by the General Partner pursuant to its authority under this Agreement.

E.Notwithstanding anything to the contrary that may be contained herein, the General Partner may allocate Shared Debt among LXP and the Partnership based on their gross rental revenues as ultimately determined by LXP. Nothing herein shall impact any joint and several liability or any guaranty, as applicable, with respect to such Shared Debt.

SECTION 7.2        Certificate of Limited Partnership

To the extent that such action is determined by the General Partner to be reasonable and necessary or appropriate, the General Partner shall file amendments to the Certificate and do all the things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, or the District of Columbia, in which the partnership may elect to do business or own property. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability to the extent provided by applicable law) in the State of Delaware and any other state, or the District of Columbia, in which the Partnership may elect to do business or own property.

SECTION 7.3        Restrictions on Authority

    Without the consent of holders of a majority of the outstanding Partnership Units held by the Special Limited Partners, the General Partner may not consent to the Partnership participating in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets.

SECTION 7.4        Reimbursement of LXP

A.Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

- 24 -

B.LXP and the General Partner shall be reimbursed on a monthly basis, or such other basis as LXP may determine in its sole and absolute discretion, for all expenses LXP incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided that the allocation of such reimbursement for all joint administrative expenses shall be based on the relative proportion that the gross revenues of LXP and its consolidated Subsidiaries (other than the Partnership and its consolidated Subsidiaries) bears to the gross revenues of the Partnership and its consolidated Subsidiaries (the “Allocation Percentage”). Such reimbursements shall be in addition to any reimbursement to LXP or the General Partner as a result of indemnification pursuant to Section 7.6 hereof.

C.LXP shall also be reimbursed by the Partnership for the Allocation Percentage of all expenses LXP incurs relating to the reorganization of LXP, the Partnership, the General Partner and the Limited Partner, and any other issuance of REIT Shares pursuant to Section 4.2 hereof.

D.In the event that LXP shall elect to purchase from stockholders REIT Shares pursuant to any stock repurchase program or for the purpose of delivering such REIT Shares to satisfy an obligation under Section 8.4 of this Agreement, any dividend reinvestment program adopted by LXP, any employee stock purchase plan adopted by LXP, or any other similar obligation or arrangement undertaken by LXP in the future, the purchase price paid by LXP for such REIT Shares and any other expenses incurred by LXP in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to LXP to such extent, subject to the condition that, if such REIT Shares are sold, the General Partner shall contribute to the Partnership, through the General or Limited Partner, any proceeds received by the General Partner for such REIT Shares (provided that REIT Shares delivered to an Additional Limited Partner in exchange for Partnership Units pursuant to Section 8.4 shall not be considered a sale of REIT Shares for such purpose).

SECTION 7.5 Outside Activities of and Participation in Other Transactions by the General Partner and Initial Limited Partner

Without the consent of holders of a majority of the outstanding Partnership Units held by the Special Limited Partners, LXP agrees that it will not (i) permit the General Partner or the Initial Limited Partner to issue additional shares of capital stock, as applicable, of the General Partner or the Initial Limited Partner (other than to LXP or a wholly-owned Subsidiary of LXP), (ii) assign, sell, pledge, hypothecate or otherwise transfer any outstanding shares of capital stock in the General Partner or in the Initial Limited Partner (other than to LXP or a wholly-owned Subsidiary of LXP), (iii) permit the General Partner or the Initial Limited Partner to incur any indebtedness (other than inter-company indebtedness) or to engage in any business other than to hold and own the Partnership Interests in the Partnership or (iv) allow or consent to any merger, consolidation or other combination of the General Partner or the Initial Limited Partner with or into another Person (other than LXP or a wholly-owned Subsidiary of LXP) or the sale of all or substantially all of its assets. Notwithstanding the foregoing, nothing contained herein shall limit the activities of LXP and its Subsidiaries (other than the General Partner and the Initial Limited Partner) or shall prevent the General Partner from serving as a general partner in Lexington Tennessee Holdings L.P. or any activities related thereto that would otherwise require the consent of the holders of a majority of the outstanding Partnership Units held by the Special Limited Partners pursuant to this Section 7.5.

SECTION 7.6        Indemnification

A.The Partnership shall indemnify and hold harmless each Indemnitee from and

- 25 -

against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorney's fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the Mergers or to the operations of the Partnership as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided that the Partnership shall not indemnify an Indemnitee for such Indemnitee's breach of duty of loyalty to the Partnership or for acts or omissions not taken by the Indemnitee in good faith or which involve intentional misconduct or a knowing violation of law or in which such Indemnitee received an improper personal benefit. The General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having liability for any such indebtedness. It is the intention of this Section 7.6.A that the Partnership indemnify each Indemnitee to the fullest extent permitted under the Act. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.6.A. The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.6.A with respect to the subject matter of such proceeding.

B.Reasonable expenses incurred by an Indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in Section 7.6.A has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

C.The indemnification provided by this Section 7.6 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise.

D.The Partnership may, but shall not be obligated to, purchase and maintain insurance on behalf of any of the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

E.In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

F.The provisions of this Section 7.6 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.6 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Partnership's liability to any Indemnitee under this Section 7.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

- 26 -

ARTICLE 8

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

SECTION 8.1        Management of Business

The Limited Partners and Assignees shall not take part in the operation, management or control of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General

Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

SECTION 8.2        Outside Activities of Additional Limited Partners

Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Additional Limited Partner or Assignee. None of the Additional Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner and the Initial Limited Partner to the extent expressly provided herein) and such Person shall have no obligation pursuant to this Agreement or otherwise to offer any interest in any such business ventures to the Partnership, any Additional Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Additional Limited Partner, or such other Person, could be taken by such Person.

SECTION 8.3        Return of Capital

Except pursuant to the right of redemption set forth in Section 8.4, no Partner shall be entitled to the withdrawal or return of his Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein.

SECTION 8.4        Redemption Rights

A. Subject to Section 8.4.C, each Special Limited Partner shall have the right (the “Special Limited Partner Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units held by such Special Limited Partner for the Redemption Amount to be delivered by the Partnership. The Special Limited Partner Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner and LXP by the Special Limited Partner who is exercising the Special Limited Partner Redemption Right (the “Special Redeeming Partner”). A Special Limited Partner may not exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units or, if such Special Limited Partner holds fewer than one thousand (1,000) Partnership Units, all of the Partnership Units held by such Special Limited Partner. The Special Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. The Assignee of any Special Limited Partner may exercise the rights of such Special Limited Partner pursuant to this Section 8.4, and such Special Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Special Limited Partner's Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Special Limited Partner, the

- 27 -

Redemption Amount shall be delivered by the Partnership directly to such Assignee and not to such Special Limited Partner.

B.Subject to Section 8.4.D, on any Specified Redemption Date, each Additional Limited Partner (other than a Special Limited Partner) shall have the right (the “Additional Limited Partner Redemption Right”) to require the Partnership to redeem on such Specified Redemption Date, the Partnership Units held by such Additional Limited Partner for the Redemption Amount to be delivered by the Partnership; provided, however, that such Additional Redeeming Partner (as defined below) must redeem a number of Partnership Units equal to at least the lesser of (i) 1,000 Partnership Units, or (ii) all of the Partnership Units held by such Partner. The Additional Limited Partner Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner and LXP by the Additional Limited Partner who is exercising the redemption right (the “Additional Redeeming Partner”). The Additional Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. The Assignee of any Additional Limited Partner may exercise the rights of such Additional Limited Partner pursuant to this Section 8.4.B, and such Additional Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Additional Limited Partner's Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Additional Limited Partner, the Redemption Amount or Cash Redemption Amount, if applicable, shall be delivered by the Partnership directly to such Assignee and not to such Additional Limited Partner.

Notwithstanding any other provision herein, the Partnership may deliver the Cash Redemption Amount, instead of the Redemption Amount, in connection with any Additional Limited Partner Redemption Right by a Cash Redeeming Limited Partner.

C.LXP entered into a Guaranty Agreement with the Partnership, pursuant to which LXP guaranteed the obligations of the Partnership under Section 8.4.A and arranged for the delivery, if the Partnership is unable, of the Redemption Amount on the Specified Redemption Date, whereupon LXP or, if specified by LXP, the General Partner shall acquire the Partnership Units offered for redemption by the Special Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Each of the Special Redeeming Partner, LXP, the Partnership, and the General Partner shall treat the transaction between LXP and the Special Redeeming Partner as a sale of the Special Redeeming Partner's Partnership Units to LXP or the General Partner, as the case may be, for federal income tax purposes. Each Special Redeeming Partner agrees to execute such documents as LXP or the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Special Limited Partner Redemption Right.

D.LXP entered into a Guaranty Agreement with the Partnership (and its successors), pursuant to which LXP guaranteed the obligations of the Partnership under Section 8.4.B to pay the Redemption Amount or the Cash Redemption Amount, if applicable, on the Specified Redemption Date, whereupon the Partnership shall acquire the Partnership Units offered for redemption by the Additional Redeeming Partners. Each of the Additional Redeeming Partners, LXP, the Partnership, and the General Partner shall treat the transaction between LXP and the Additional Redeeming Partner as a sale of the Additional Redeeming Partner's Partnership Units to LXP or the General Partner, as the case may be, for federal income tax purposes. Each Additional Redeeming Partner agrees to execute such documents as the Partnership may reasonably require in connection with the issuance of REIT Shares upon exercise of the Additional Limited Partner Redemption Right.

- 28 -

E.Following the date that at least 50% of the Partnership Units held by the Special Limited Partners immediately following October 12, 1993 have been redeemed in accordance with the provisions of Section 8.4, LXP or the General Partner may require the remaining Special Limited Partners to redeem their Partnership Units for the Redemption Amount to be delivered by the Partnership. The right of LXP or the General Partner under this Section 8.4.E shall be exercised pursuant to a notice delivered to all remaining Special Limited Partners. Such redemption shall be effective on the date specified in the notice, which date shall be at least 30 days after the notice is sent to the Special Limited Partners.

At any time that (i) LXP shall be considering a sale of all or substantially all of its assets, or a merger, consolidation, stock issuance, stock redemption or other similar transaction that would result in a change in the beneficial ownership of LXP by 50% or more, or (ii) the Partnership shall be considering a sale of all or substantially all of its assets or a merger, consolidation, or issuance or redemption of partnership interests which would result in a change in the beneficial ownership of the Partnership’s capital or profits of 50% or more, then the General Partner shall have the right to redeem the Partnership Units held by all, but not less than all, of the Additional Limited Partners (other than the Special Limited Partners) for the Redemption Amount provided that such redemption is contingent upon the completion of such transaction. In such event, the General Partner shall provide notice to the Limited Partners and such Limited Partners shall be required to surrender their Partnership Units for cancellation. The rights of such Additional Limited Partners shall be limited to the receipt of the Redemption Amount.

F.Subject to the limitations imposed by the Securities Act of 1933 and the rules and regulations promulgated thereunder and by the U.S. Securities and Exchange Commission, the Partnership covenants to use its commercially reasonable efforts to cause the registration of any REIT Shares issued in connection with a redemption in such a manner as is required so that the REIT Shares issued in connection with such redemption are freely transferable. In connection with any REIT Shares delivered to any Additional Limited Partner upon the redemption of Partnership Units held by such Additional Limited Partner, it is intended that such Additional Limited Partner be able to resell publicly such REIT Shares pursuant to the provisions of Rule 144 under the Securities Act of 1933, but without the need to comply with the holding period requirements of Rule 144(d). To the extent that counsel to LXP reasonably determines that resales of any such REIT Shares cannot be made pursuant to the provisions of Rule 144, and without the need to comply with the holding period requirements of Rule 144(d), LXP agrees, at its sole cost and expense, if requested by Special Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon exchange of such Partnership Units) held by such Special Limited Partners, or by Additional Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon the exchange of such Partnership Units) held by such class of Additional Limited Partners, to include REIT Shares that may be (or already have been) acquired by any Special Limited Partner or any Additional Limited Partner, as the case may be, in an effective registration statement under the Securities Act of 1933; provided that LXP's obligations to include such REIT Shares in such an effective registration statement shall be conditioned upon Special Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon exchange of such Partnership Units) held by such Special Limited Partners or, where applicable, by Additional Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon the exchange of such Partnership Units) held by such class of Additional Limited Partners, agreeing to be bound by a customary registration rights agreements to be prepared by LXP. In addition, any Additional Limited Partner whose REIT Shares are included in such registration statement

- 29 -

must also agree to be bound by the terms and provisions of a registration rights agreement.

G.Notwithstanding the provisions of Section 8.4.A, Section 8.4.B, Section 8.4.C and Section 8.4.D, a Subsequent Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.4.A or Section 8.4.B if the delivery of REIT Shares to such Subsequent Partner on the Specified Redemption Date would be prohibited under the Declaration of Trust and shall be subject in any event to the issuance of REIT Shares being in compliance with all applicable Federal and State securities laws.

H.Notwithstanding any other provision of this Agreement, upon the occurrence of a Capital Event prior to a Specified Redemption Date, the proceeds of which are distributed to the Partners, and ultimately proportionately to the shareholders of LXP, the Percentage Interest of each Partner shall, from the date of such Capital Event, be equal to (i) the product of (a) such Partner's Percentage Interest prior to such Capital Event and (b) the difference between (x) the fair market value of the assets of the Partnership and (y) any amounts distributed to such Partner as a result of the Capital Event, divided by (ii) the fair market value of the assets of the Partnership after such distribution. The General Partner shall adjust the number of Partnership Units owned by each Partner to appropriately reflect the adjustments made by this Section 8.4.H.

Notwithstanding anything in this Section or this Agreement to the contrary, the Partnership and LXP may, upon receipt of a timely Notice of Redemption from a Westport Limited Partner and in their sole and absolute discretion, delay the redemption of a Westport Redeeming Partner’s Partnership Units for a period of not more than thirty (30) days after the applicable Specified Redemption Date to comply with federal securities laws.

ARTICLE 9

BOOKS, RECORDS, ACCOUNTING AND REPORTS

SECTION 9.1        Records and Accounting

The General Partner shall keep or cause to be kept at the principal office of the Partnership those records and documents required to be maintained by the Act and other books and records deemed by the General Partner to be appropriate with respect to the Partnership's business. The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles as determined by the General Partner, or on such other basis as the General Partner determines to be necessary or appropriate.

SECTION 9.2        Fiscal Year

The fiscal year of the Partnership shall be the calendar year.

ARTICLE 10

TAX MATTERS

SECTION 10.1    Preparation of Tax Returns

The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within two-hundred and ten (210) days of the close of each taxable year, the tax information reasonably required by the Additional Limited Partners for federal and state income tax reporting purposes.

- 30 -

SECTION 10.2    Tax Elections

Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code; provided that the General Partner shall make the election under Section 754 of the Code in accordance with applicable Regulations thereunder. The General Partner shall have the right to seek to revoke any such elections (including, without limitation, the election under Section 754 of the Code) upon the General Partner's determination in its sole and absolute discretion that such revocation is in the best interests of the Partners.

SECTION 10.3    Tax Matters Partner

A.The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. The tax matters partner is authorized but not required, to take any action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by law.

B.The taking of any action and the incurring of any expense by the tax matters partner in connection with any such audit or proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such.

C.Subject to Section 7.4 hereof, the tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

SECTION 10.4    Withholding

Each Additional Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Additional Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Additional Limited Partner pursuant to this Agreement. Any amount paid on behalf of or with respect to an Additional Limited Partner shall constitute a loan by the Partnership to such Additional Limited Partner which loan shall be repaid by such Additional Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds such payment from a distribution which would otherwise be made to such Additional Limited Partner or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to Additional Limited Partner. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Additional Limited Partner. Any amounts payable by a Limited Partner hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, such interest to accrue from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full.

- 31 -

ARTICLE 11

TRANSFERS AND WITHDRAWALS

SECTION 11.1    Transfer

A. The term “transfer,” when used in this Article 11 with respect to a Partnership Unit, shall be deemed to refer to a transaction by which a Partner purports to assign all or any part of its Partnership Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. The term “transfer” when used in this Article 11 does not include any redemption of Partnership Units by an Additional Limited Partner or acquisition of Partnership Units from an Additional Limited Partner by the General Partner pursuant to Section 8.4.

B.No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and void.

SECTION 11.2 Transfer of Partnership Interests by the General Partner and the Initial Limited Partner

A.The General Partner may not transfer any of its General Partner Interest except to LXP or a wholly-owned Subsidiary thereof. The General Partner may not withdraw as General Partner except in connection with the complete transfer of its Partnership Interest as permitted hereunder.

B.The Initial Limited Partner may not transfer any of its Partnership Interests, except to LXP or a wholly-owned Subsidiary thereof. The Initial Limited Partner may not withdraw as Initial Limited Partner except in connection with the complete transfer of its Partnership Interest as permitted hereunder.

C.If LXP acquires any or all of the Partnership Interests of the General Partner or the Initial Limited Partner as permitted hereunder, LXP agrees that it will not transfer any of its Partnership Interests, except to LXP or a wholly-owned Subsidiary thereof. LXP may not withdraw as Partner except in connection with the complete transfer of any Partnership Interest as permitted hereunder.

D.Any transferee who acquires a Partnership Interest under this Section 11.2 may become a Substituted Additional Limited Partner, or a successor General Partner upon such terms specified by the General Partner, including the delivery to the General Partner of such documents or instruments, including powers of attorney, as may be required in the discretion of the General Partner in order to effect such Person's admission as a Partner.

SECTION 11.3    Additional Limited Partners' Rights to Transfer

A.Subject to the provisions of Section 11.3.E, no Additional Limited Partner shall have the right to transfer all or any portion of its Partnership Interest, or any of such Additional Limited Partner's rights as an Additional Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by an Additional Limited

- 32 -

Partner in violation of this Section 11.3.A, to the fullest extent permitted by law, shall be void ab initio and shall not be given effect for any purpose by the Partnership.

B.If an Additional Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Additional Limited Partner's estate shall have all the rights of such Additional Limited Partner, but no more rights than those enjoyed by other Additional Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Additional Limited Partner possessed to transfer all or any part of its interest in the Partnership. The Incapacity of an Additional Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

C.The General Partner may prohibit any transfer otherwise permitted under Section 11.3.E by an Additional Limited Partner of his Partnership Units (i) if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, state, or foreign securities laws or regulations applicable to the Partnership or the Partnership Units or, (ii) if the transferring Additional Limited Partner, fails or is unable to obtain and deliver to the Partnership, after request therefor is made by the General Partner, a legal opinion from counsel acceptable to the General Partner, addressed to the Partnership and the General Partner, that such registration is not required in connection with such transfer and that such transfer does not violate any federal, state or foreign securities laws or regulations applicable to the Partnership or the Partnership Units.

D.No transfer by an Additional Limited Partner of its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation or (ii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(b) of the Code.

E.Notwithstanding the provisions of Section 11.3.A (but subject to the provisions of Section 11.3.C and 11.3.D), an Additional Limited Partner may, with or without the consent of the General Partner, transfer all or a portion of his Partnership Units to (i)(a) a member of his Immediate Family, or a trust for the benefit of a member of his Immediate Family, (b) an organization that qualifies under Section 501(c)(3) of the Code and that is not a private foundation within the meaning of Section 509(a) of the Code or (c) in the case of an Additional Limited Partner that is a partnership, a partner in the Additional Limited Partner in a distribution by that Additional Limited Partner to its partners under the partnership agreement of such Additional Limited Partner or (ii) a lender as security for a loan made to or guaranteed by the Additional Limited Partner, provided that in connection with any such transfer the lender does not acquire greater rights with respect to the Partnership Units than those held by the transferring Additional Limited Partner.

SECTION 11.4    Substituted Additional Limited Partners

A.No Additional Limited Partner shall have the right to substitute a transferee in his place. The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of an Additional Limited Partner pursuant to this Section 11.4 as a Substituted Additional Limited Partner which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee of any such interests to become a Substituted Additional Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

- 33 -

B.A transferee who has been admitted as a Substituted Additional Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of the transferor Additional Limited Partner under this Agreement.

C.Upon the admission of a Substituted Additional Limited Partner, the General Partner shall amend Exhibit A, where applicable, to reflect the name, address, number of Partnership Units, and Percentage Interest of such Substituted Additional Limited Partner, and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Additional Limited Partner.

SECTION 11.5    Assignees

If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Additional Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items of income, gain, loss, deduction and credit of the Partnership attributable to the Partnership Units assigned to such transferee, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the

Additional Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by the other Additional Limited Partners, where applicable, are voted). In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Additional Limited Partner desiring to make an assignment of Partnership Units.

SECTION 11.6    General Provisions

A.No Additional Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Additional Limited Partner's Partnership Units in accordance with this Article 11 or pursuant to redemption of all of its Partnership Units under Section 8.4.

B.Any Additional Limited Partner who shall transfer all of his Partnership Units in a transfer permitted pursuant to this Article 11 shall cease to be an Additional Limited Partner upon the admission of an Assignee of such Partnership Units as a Substituted Additional Limited Partner. Similarly, any Additional Limited Partner who shall transfer all of his Partnership Units pursuant to a redemption of all of his Partnership Units under Section 8.4 shall cease to be an Additional Limited Partner.

C.Transfers pursuant to this Article 11 may only be made on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees.

D.If any Partnership Unit is transferred or assigned in compliance with the provisions of this Article 11, or redeemed or transferred pursuant to Section 8.4 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such Partnership Unit for such Partnership Year shall be allocated to the transferor Partner or the Redeeming Partner, as the case may be, and, in the case of a transfer or assignment other than a redemption, to the transferee Partner, by taking into account their

- 34 -

varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. Solely for purposes of making such allocations, each of such items for the calendar month in which a transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which a transfer or a redemption occurs shall be allocated to the transferor Partner or the Redeeming Partner, as the case may be. All distributions of Operating Cash Flow attributable to such Partnership Unit with respect to which the Partnership Record Date is before the date of such transfer, assignment or redemption shall be made to the transferor Partner or the Redeeming Partner, as the case may be, and, in the case of a transfer or assignment other than a redemption, all distributions of Operating Cash Flow thereafter attributable to such Partnership Unit shall be made to the transferee Partner.

ARTICLE 12

ADMISSION OF PARTNERS

SECTION 12.1     Admission of Subsequent Partner

No person shall be admitted as a Partner except in accordance with the terms of this Agreement and upon obtaining the consent of the General Partner. Any prospective Partner must submit to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, and (ii) such other documents or instruments, including powers of attorney, as may be required in the discretion of the General Partner in order to effect such Person's admission as a Partner.

A.The admission of any Person as a Subsequent Partner shall become effective on the date upon which the name of such Person is recorded in the books and records of the Partnership, following the consent of the General Partner to such admission.

B.If any Subsequent Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Partnership Year shall be allocated among such Subsequent Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Subsequent Partner occurs shall be allocated among all the Partners and Assignees including such Additional Limited Partner. All distributions of Operating Cash Flow with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Subsequent Partner, and all distributions of Operating Cash Flow thereafter shall be made to all the Partners and Assignees including such Subsequent Partner.

SECTION 12.2     Amendment of Agreement and Certificate of Limited Partnership

For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practicable an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate.

- 35 -

ARTICLE 13

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 13.1     Dissolution

The Partnership shall not be dissolved by the admission of Substituted Additional Limited Partners or Subsequent Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (“Liquidating Events”):

A.the expiration of its term as provided in Section 2.5 hereof;

B.an event of withdrawal of the General Partner, as defined in the Act, unless (i) at the time of such event there is at least one remaining general partner of the Partnership who carries on the business of the Partnership (and each remaining general partner of the Partnership is hereby authorized to carry on the business of the Partnership in such an event) or (ii) within ninety (90) days after such event, all Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of LXP as the general partner of the Partnership (and LXP agrees to become a general partner of the Partnership);

C.entry of a decree of judicial dissolution of the Partnership pursuant to the provision of the Act; or

D.the sale of all or substantially all of the assets and properties of the Partnership.

SECTION 13.2     Winding Up

A.Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs. The General Partner or, in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners (the General Partner or such other Person being referred to herein as the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order:

(1)First, to the satisfaction of all of the Partnership's debts and liabilities, including all contingent, conditional or immature claims and obligations to creditors other than the Partners (whether by payment or the making of reasonable provision for payment thereof);

(2)Second, to the payment and discharge of all of the Partnership's debts and liabilities to the General Partner;

(3)Third, to the payment and discharge of all of the Partnership's debts and liabilities to the other Partners;

- 36 -

(4)The balance if any, to the Partners in accordance with the positive Capital Account balances of the Partners, after giving effect to all contributions, distributions, and allocations for all periods.

The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13.

B.Notwithstanding the provisions of Section 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion (subject to its obligation to gradually settle and close the Partnership's business under Section 17-803 of the Act), defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors).

SECTION 13.3    Negative Capital Accounts

A.Except as provided in this Section 13.3, no Partner, general or limited, shall be liable to the Partnership or to any other Partner for any negative balance outstanding in each such Partner's Capital Account, whether such negative Capital Account results from the allocation of Net Losses, or other items of deduction and loss to such Partner or from distributions to such Partner.

B.Subject to Section 13.3.C, if any Special Limited Partner on the date of the “liquidation” of his respective interest in the Partnership (within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)), including a redemption under Section 8.4, would, following a hypothetical sale of Partnership assets and the liquidation of the Partnership, have a negative balance in his Capital Account, then such Special Limited Partner shall contribute in cash to the capital of the Partnership the amount required to increase his Capital Account as of such date to zero. Any such contribution required of such Special Limited Partner hereunder shall be made on or before the later of (i) the end of the Partnership Year in which the interest of such Special Limited Partner is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation.

C.After the death of a Special Limited Partner, the executor of the estate of such Special Limited Partner may elect to reduce (or eliminate) the deficit Capital Account restoration obligation of such Special Limited Partner. Pursuant to Section 13.3.B. such election may be made by such executor by delivering to the General Partner within two hundred seventy (270) days of the death of such Special Limited Partner a written notice setting forth the maximum deficit balance in his Capital Account that such executor agrees to restore under Section 13.3.B, if any. If such executor does not make a timely election pursuant to this Section 13.3.C (whether or not the balance in his Capital Account is negative at such time), then a Special Limited Partner's estate (and the beneficiaries thereof who receive distribution of Partnership Units therefrom) shall be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of Section 13.3.B.

SECTION 13.4     Rights of the Limited Partners

Except as otherwise provided in this Agreement, the Limited Partners shall look solely to the assets of the Partnership for the return of its Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership.

- 37 -

SECTION 13.5     Waiver of Partition

Each Partner hereby waives any right to partition of the Partnership property.

ARTICLE 14

AMENDMENT OF PARTNERSHIP AGREEMENT

SECTION 14.1     Amendments

A.This Agreement may be amended with the consent of the General Partner, the Initial Limited Partner, and the Special Limited Partners representing a majority of Partnership Units held by such Special Limited Partners, but such amendments shall not require the approval of any Additional Limited Partners other than the Special Limited Partners.

B.Notwithstanding Section 14.1.A, the General Partner shall have the power, without the consent of any other Partner to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(1)to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;

(2)to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement;

(3)to set forth the designation, rights, powers, duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Section 4.2.A hereof;

(4)to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; and

(5)to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling, or regulation of a federal or state agency or contained in federal or state law.

(6)The General Partner shall provide notice to the other Partners when any action under this Section 14.1.B is taken.

C.Notwithstanding Sections 14.1.A and 14.1.B hereof, this Agreement shall not be amended without the consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner's interest in the Partnership into a general partner interest, (ii) modify the limited liability of a Limited Partner in a manner adverse to such Partner, (iii) alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.4 in a manner adverse to such Partner, or (iv) amend this Section 14.1.C. Further, no amendment may alter the restrictions on the General Partner's authority set forth in Section 7.3 without the consent specified in that section.

- 38 -

ARTICLE 15

GENERAL PROVISIONS

SECTION 15.1    Addresses and Notice

Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner or Assignee at the address set forth in Exhibit A or such other address of which the Partner shall notify the General Partner in writing.

SECTION 15.2    Titles and Captions

All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.

SECTION 15.3    Pronouns and Plurals

Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Each reference herein to Partnership Units held by the General Partner, a Special Limited Partner, the Initial Limited Partner or any other Additional Limited Partner shall be deemed to be a reference to Partnership Units held by such Partner in its role as such.

SECTION 15.4    Further Action

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

SECTION 15.5    Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

SECTION 15.6    Waiver

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver or any such breach or any other covenant, duty, agreement or condition.

SECTION 15.7    Counterparts

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affirming its signature hereto.

- 39 -

SECTION 15.8    Applicable Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

SECTION 15.9    Invalidity of Provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

SECTION 15.10    Entire Agreement

This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes and replaces the Prior Agreements including, without limitation, any LP Supplement or other supplements thereto and any other prior written or oral understandings or agreements among them with respect thereto. Each of the Partners hereby waives to the fullest extent permitted by law any breach of or noncompliance with any covenant, duty, agreement or condition of the Prior Agreements, including, without limitation, any LP Supplement or other supplements thereto.

SECTION 15.11    Certificate of Designation

Notwithstanding the foregoing, to the extent there is a conflict between the terms of the Certificate of Designation of Series C Preferred Operating Partnership Units or Limited Partnership Interests of Lepercq Corporate Income Fund L.P. (“Certificate of Designation”) attached hereto as Annex A and the terms of this Agreement, the terms of the Certificate of Designation shall control.

- 40 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first written above.

GENERAL PARTNER:

Lex GP-1 Trust

By ____________________________

Name:

Title:

LIMITED PARTNER:

Lex LP-1 Trust

By____________________________

Name:

Title:

LEXINGTON REALTY TRUST

By____________________________

Name:

Title:

SERIES C PREFERRED UNITS HOLDER

By____________________________

Name:

Title:

[Signature Page to Sixth Amended and Restated Partnership Agreement for LCIF]

SPECIAL LIMITED PARTNERS

By________________________

On behalf of the Special Limited

Partners set forth on Exhibit A

[Signature Page to Sixth Amended and Restated Partnership Agreement for LCIF]

EXHIBIT A

PARTNERS’ CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Name and Address of Partner	Capital Contribution	Partnership Units	Percentage Interest of Class	Redemption Exercise Date
[To be provided upon request.]

A-1

EXHIBIT B

CAPITAL ACCOUNT MAINTENANCE

1)    Capital Accounts of the Partners

A)    The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section 1.704‑1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to this Agreement and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1.A of the Agreement and Exhibit C hereof, and decreased by (x) the amount of cash or Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to this Agreement and (y) all items of Partnership deduction and loss computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1.B of the Agreement and Exhibit C hereof.

B)    For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Partners' Capital Accounts, unless otherwise specified in this Agreement, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes determined in accordance with Section 703(a) of the Code (for this purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

i)    Except as otherwise provided in Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Partnership; providedthat the amounts of any adjustments to the adjusted bases of the assets of the Partnership made pursuant to Section 734 of the Code as a result of the distribution of property by the Partnership to a Partner (to the extent that such adjustments have not previously been reflected in the Partners' Capital Accounts) shall be reflected in the Capital Accounts of the Partners in the manner and subject to the limitations prescribed in Regulations Section 1.704‑1(b)(2)(iv)(m)(4).

ii)    The computation of all items of income, gain, loss and deduction shall be made without regard to the fact that items described in Sections 705(a)(1)(B) or 705(a)(2)(B) of the Code are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes.

iii)    Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership's Carrying Value with respect to such property as of such date.

iv)    In lieu of the depreciation, amortization, and other cash recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year.

v)    In the event the Carrying Value of any Partnership Asset is adjusted pursuant to Section 1.D hereof, the amount of any such adjustment shall be taken into account as gain or loss from the disposition of such asset.

B-1

vi)    Any items specially allocated under Exhibit C hereof shall not be taken into account.

C)    Generally, a transferee (including any Assignee) of a Partnership Unit shall succeed to a pro rata portion of the Capital Account of the transferor.

D)    i)    Consistent with the provisions of Regulations Section 1.704‑1(b)(2)(iv)(f), and as provided in Section 1.D.(ii), the Carrying Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 1.D.(ii) hereto, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement.

ii)    Such adjustments shall be made as of the following times: (a) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) immediately prior to the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; and (c) immediately prior to the liquidation of the Partnership within the meaning of Regulations Section 1.704‑1(b)(2)(ii)(g); providedthat adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership.

iii)    In accordance with Regulations Section 1.704‑1(b)(2)(iv)(e) the Carrying Value of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed.

iv)    In determining Unrealized Gain or Unrealized Loss for purposes of this Exhibit B, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article 13 of the Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

E)    The provisions of this Agreement (including this Exhibit B and the other Exhibits to this Agreement) re-la-ting to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704‑1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall deter-mine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (inclu-ding, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners), are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appro-priate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership Capital reflected on the Partnership's balance sheet, as computed for book pur-poses, in accordance with Regulations Section 1.704‑1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704‑1(b).

B-2

2)    No Interest

No interest shall be paid by the Partnership on Capital Contributions or on balances in Partners' Capital Accounts.

3)    No Withdrawal

No Partner shall be entitled to withdraw any part of his Capital Contributions or his Capital Account or to receive any distribution from the Partnership, except as provided in this Agreement.

B-3

EXHIBIT C

SPECIAL ALLOCATION RULES

1)    Special Allocation Rules

Notwithstanding any other provision of the Agree-ment or this Exhibit C, the following special allocations shall be made in the following order:

A.    Minimum Gain Chargeback. Notwithstanding the provisions of Section 6.1 of the Agreement or any other pro-vi-sions of this Exhibit C, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704‑2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respec-tive amounts required to be allocated to each Partner pur-suant thereto. The items to be so allocated shall be deter-mined in accordance with Regulations Section 1.704‑2(f)(6). This Section l.A is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704‑2(f) and for purposes of this Section l.A only, each Partner's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement with respect to such Partnership Year and without regard to any decrease in Partner Minimum Gain during such Partnership Year.

B.    Partner Minimum Gain Chargeback. Notwith-standing any other provision of Section 6.1 of the Agreement or any other provisions of this Exhibit C (except Section l.A. hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Partner who has a share of the Part-ner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704‑2(i)(5), shall be specially allocated items of Part-nership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704‑2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the re-spective amounts required to be allocated to each Partner pur-suant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704‑2(i)(4). This Section 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for the purposes of this Section 1.B, each Partner's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Exhibit C with respect to such Partnership Year, other than allocations‑pursuant to Section 1.A hereof.

C.    Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704‑1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), and after giving effect to the alloca-tions required under Sections l.A and l.B hereof, such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specifically allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjust-ments, allocations or distributions as quickly as possible.

D.    Nonrecourse Deductions. Nonrecourse Deductions for any Partnership Year shall be allocated to the Partners as if they were items of deduction governed by Section 6.1 herein. If the General Partner determines in its good faith discretion that Nonrecourse Deductions for any

C-1

Partnership Year must be allocated in a different ratio to satisfy the safe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Initial Limited Partner and the Limited Partners, to revise the prescribed ratio for such Partnership Year to the numerically closest ratio which does satisfy such requirements.

E.    Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704‑2(i)(2).

F.    Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership as-set pursuant to Section 734(b) or 743(b) of the Code is re-quired, pursuant to Regulations Section 1.704‑1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

2)    Allocations for Tax Purposes

A.    Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

B.    In an attempt to eliminate Book‑Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss and deduction shall be allocated for federal income tax purposes among the Partners as follows:

i)    (1)    In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes into account the variation between the 704(c) Value of such property and its adjusted basis at the time of contribution; and

(2)    any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

ii)    (1)    In the case of an Adjusted Property, such items shall

(a) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and

(b) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B(i)(1) of this Exhibit C; and

(c)    any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of

C-2

“book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

iii)    All other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

C.    To the extent Regulations promulgated pursuant to 704(c) of the Code permit a partnership to utilize creative methods to eliminate the disparities between the value of property and its adjusted basis (including, without limitation, the implementation of curative allocations), the General Partner shall have the authority to elect the method used by the Partnership and such election shall be binding on the Partners.

Without limiting the foregoing, the General Partner shall take all steps (including, without limitation, implementing curative allocations) that it determines are necessary or appropriate to ensure that the amount of taxable gain required to be recognized by the General Partner upon a disposition by the Partnership of any Contributed Property or Adjusted Property does not exceed the sum of (i) the gain that would be recognized by the General Partner if such property had an adjusted tax basis at the time of disposition equal to the 704(c) Value of such property plus (ii) the deductions for depreciation, amortization or other cost recovery actually allowed to the General Partner with respect to such property for federal income tax purposes (after giving effect to the “ceiling rule”).

D.    Notwithstanding the foregoing, except as otherwise set forth in this Section 2.D of Exhibit C, items of income or gain may be specially allocated to certain limited partners pursuant to Section 6.1.A of the Agreement.

Income and gain recognized on a sale by the Partnership of a 704(c) asset may be allocated first to the Additional Limited Partners that contributed the interests in such asset to the Partnership, in an amount necessary to eliminate the Book-Tax Disparity or applicable variation between 704(c) Value and tax basis with respect to such 704(c) property. Except as otherwise provided pursuant to the terms of an applicable LP Supplement, the Partnership may make a curative allocation of income and gain in the taxable year of the Partnership in which an Additional Limited Partner exercises its Redemption Right set forth in Section 8.4.B of the Agreement, or in any other taxable year in which such Additional Limited Partner's interest in the Partnership is liquidated. Such curative allocation of income and gain shall provide that items of Partnership taxable income or gain will be allocated to such Additional Limited Partner, and items of Partnership book income or gain will be allocated to Partners other than such Additional Limited Partners, to the extent necessary to eliminate any remaining variation between 704(c) Value and tax basis if applicable with respect to such Additional Limited Partner immediately prior to the exercise of the Redemption Right.

C-3

EXHIBIT D

NOTICE OF REDEMPTION

The undersigned [•] Limited Partner hereby irrevoca-bly (i) redeems ___________ Partnership Units in Lepercq Corporate Income Fund L.P. in accordance with the terms of the Agreement of Limited Partnership of Lepercq Corporate Income Fund L.P., as amended, and the [•] Limited Partner Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein, (iii) certifies under the penalty of perjury that it is not a foreign person as defined by Section 1445 of the Code and that it is not a disregarded entity (or, in the alternative, if it is a disregarded entity, the beneficial owner is not a foreign person as defined by Section 1445 of the Code), (iv) has validly executed and attached IRS Form W-9 (or successor form) and certifies that the information on such form is true, complete and accurate, and (v) directs that the Redemption Amount deliverable upon exercise of the [•] Limited Partner Redemption Right be delivered to the address and placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, warrants, certifies and agrees (a) that the under-signed has good, marketable and unencumbered title to such Partnership Units, free and clear of the rights or interests of any other person or entity, (b) that the undersigned has the full right, power and authority to redeem and surrender such Partnership Units as provided herein, (c) that the undersigned has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve such redemption and surrender, (d) that if the undersigned is acquiring REIT Shares, the undersigned is doing so with the understanding that such REIT Shares may only be resold or distributed pursuant to a registration statement under the Securities Act of 1933 or in a transaction exempt from the registration requirements of such Act and (e) that Lexington Realty Trust may refuse to transfer such REIT Shares as to which evidence satisfactory to it of such registration or exemption is not provided to it.

Dated: _____________

Name of [•] Limited Partner:

________________________________________

(Signature of [•] Limited Partner)

________________________________________

(Signature of Beneficial Owner, if applicable)

________________________________________

(Street Address)

________________________________________

(City) (State) (Zip Code)

D-1

Signature Guaranteed by:

_________________________________________

If REIT Shares are issued, issue them to:

Please insert social security or identifying number:

Name:

D-2

ANNEX A

CERTIFICATE OF DESIGNATION

OF

SERIES C PREFERRED

OPERATING PARTNERSHIP UNITS

OR LIMITED PARTNERSHIP INTERESTS

OF

LEPERCQ CORPORATE INCOME FUND L.P.

___________________________________________

Series C Preferred Units

A series of units of preferred Partnership Interests of LEPERCQ CORPORATE INCOME FUND L.P., a Delaware limited partnership (the “Partnership”), were created and designated “Series C Preferred Units” having the rights and preferences set forth herein.

WHEREAS, Lexington Realty Trust, formerly known as Lexington Corporate Properties Trust, a Maryland statutory real estate investment trust (“LXP”), is the sole beneficial owner of Lex GP-1 Trust, a Delaware statutory trust and the sole general partner of the Partnership (the “General Partner”);

WHEREAS, pursuant to that certain Underwriting Agreement, dated as of December 2, 2004, by and among Bear, Stearns & Co. Inc. (the “Underwriter“), on the one hand, and LXP (including as successor to Net 3 Acquisition L.P.) and the Partnership (including as successor to Lepercq Corporate Income Fund II L.P., on the other, and as of the date hereof, LXP (i) completed the offer and sale (the “Offering”) to the Underwriter of 3,100,000 preferred shares of beneficial interest, classified as 6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share, of LXP (“Preferred Shares”), pursuant to a prospectus supplement dated December 3, 2004 and the accompanying base prospectus dated October 22, 2003;

WHEREAS, the Preferred Shares carry a cumulative preferred dividend, liquidation preference and conversion right further described in the Articles Supplementary of LXP, dated as of December 8, 2004 (the “Articles Supplementary”);

WHEREAS, pursuant to the Prior Agreements (as defined in the Sixth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of December 30, 2013 (the “Partnership Agreement”)), LXP has contributed a portion of the net proceeds of the Offering to the Partnership in exchange for Series C Preferred Units; and

WHEREAS, as required by the Partnership Agreement, the Series C Preferred Units have designations, preferences and other rights such that the economic interests are substantially similar to the designations, preferences and other rights of the Preferred Shares;

FIRST:  Pursuant to the authority expressly vested in the General Partner of the Partnership by Section 4.2 of the Partnership Agreement, and in accordance with Section 17‑302 of the Delaware Revised Uniform Limited Partnership Act, the General Partner adopted resolutions designating the Series C Preferred Units and setting forth the terms of the Series C Preferred Units, including preferences, conversion

Annex A-1

or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption and the price.

SECOND:  The terms of the Series C Preferred Units as set by the General Partner, including preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption, are as follows (as updated by events from December 3, 2004 through December 30, 2013):

Section 1.Number of Units and Designation.

The Series C Preferred Units shall be a series of preferred Partnership Units designated as “Series C Preferred Units”, and the number of units constituting such series, as of December 30, 2013, shall be 1,935,400.

Section 2.Definitions.

“Articles Supplementary” shall have the meaning set forth in the Recitals hereto.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

“Cash Settlement Average Period” shall have the meaning set forth in the Articles Supplementary.

“Closing Sale Price” shall have the meaning set forth in the Articles Supplementary.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Common Partnership Unit” shall mean a Partnership Unit that receives no preferential treatment.

“Common Stock” shall mean the common shares of beneficial interest, par value $0.0001 per share, of LXP.

“Company Conversion Option” shall have the meaning set forth in the Articles Supplementary.

“Company Conversion Option Date” shall have the meaning set forth in the Articles Supplementary.

“Conversion Amount” shall equal (x) the fraction with (i) a numerator consisting of the number of Series C Preferred Units outstanding prior to the applicable conversion or repurchase, and (ii) a denominator consisting of the number of Preferred Shares outstanding prior to such conversion or repurchase, multiplied by (y) the number of Preferred Shares to be converted or repurchased.

“Conversion Date” shall have the meaning set forth in the Articles Supplementary.

“Conversion Notice” shall have the meaning set forth in the Articles Supplementary.

“Conversion Price” shall mean, as of any day, a per Partnership Unit amount equal to the quotient of the liquidation preference amount of a share of Series C Preferred Units on that day divided by the Conversion Rate (as adjusted pursuant to the Articles Supplementary) on such day.

“Conversion Rate” shall have the meaning set forth in the Articles Supplementary.

“Conversion Right” shall have the meaning set forth in the Articles Supplementary.

Annex A-2

“Conversion Value” shall mean an amount equal to the product of the applicable Conversion Rate (as adjusted pursuant to the Articles Supplementary) multiplied by the arithmetic average of the Closing Sale Prices of the Common Stock during the Cash Settlement Average Period.

“Converted Series C Preferred Units” shall have the meaning set forth in Section 5(a)(1) hereof.

“Distribution Payment Date” shall mean, with respect to each Distribution Period, the fifteenth day of February, May, August and November of each year commencing on February 15, 2005.

“Distribution Period” shall mean the respective periods commencing on and including January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Distribution Period (other than the initial Distribution Period, which shall commence on the Original Issue Date and end on and include December 31, 2004).

“Distribution Record Date” shall mean the date designated by the Board of Trustees of the LXP as the Dividend Record Date (as defined in the Articles Supplementary) with respect to the Preferred Shares.

“Event” shall have the meaning set forth in Section 9(b) hereof.

“General Partner” shall have the meaning set forth in the Recitals hereto.

“LXP” shall have the meaning set forth in the Recitals hereto.

“Offering” shall have the meaning set forth in the Recitals hereto.

“Original Issue Date” shall mean December 8, 2004.

“Partnership” shall have the meaning set forth in the preamble hereto.

“Partnership Agreement” shall have the meaning set forth in the Recitals hereto.

“Partnership Unit” shall have the meaning set forth in Article FIRST of the Partnership Agreement.

“Preferred Shares” shall have the meaning set forth in Recitals hereof.

“Public Acquirer Common Stock” shall have the meaning set forth in the Articles Supplementary.

“Repurchase Date” shall have the meaning set forth in Section 6(a) hereof.

“Repurchase Price” shall have the meaning set forth in Section 6(a) hereof.

“Repurchase Right” shall have the meaning set forth in Section 6(a) hereof.

“Repurchased Series C Preferred Units” shall have the meaning set forth in Section 6(a) hereof.

“Series C Preferred Units” shall have the meaning set forth in preamble hereof.

“Trading Day” shall have the meaning set forth in the Articles Supplementary.

“Underwriter” shall have the meaning set forth in the Recitals hereto.

Section 3.Distributions.

Annex A-3

(a)Subject to the preferential rights of the holders of any class or series of Partnership Units ranking senior to the Series C Preferred Units as to distributions, the holders of the Series C Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of funds legally available for the payment of distributions, cumulative cash distributions at the rate of 6.50% per annum of the $50.00 liquidation preference per Series C Preferred Unit (equivalent to the annual rate of $3.25 per Series C Preferred Unit). Such distributions shall accrue and be cumulative from and including the Original Issue Date and shall be payable quarterly in arrears on each Distribution Payment Date, commencing February 15, 2005 in respect of the quarterly distribution periods ending on December 31, March 31, June 30, and September 30, respectively; provided, however, that if any Distribution Payment Date is not a Business Day, then the distribution which would otherwise have been payable on such Distribution Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Distribution Payment Date, and no interest or additional distributions or other sums shall accrue on the amount so payable from such Distribution Payment Date to such next succeeding Business Day. The distribution payable on the Series C Preferred Units on February 15, 2005 shall be a pro rata distribution from the Original Issue Date to December 31, 2004 in the amount of $0.2167 per Series C Preferred Unit. The amount of any distribution payable on the Series C Preferred Units for each full Distribution Period shall be computed by dividing the annual distribution by four (4). The amount of any distribution payable on the Series C Preferred Units for any partial Distribution Period other than the initial Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions will be payable to holders of record as they appear in the Partnership's records at the close of business on the applicable Distribution Record Date.

(b)No distributions on the Series C Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, or payment or setting apart for payment shall be restricted or prohibited by law.

(c)Notwithstanding anything contained herein to the contrary, distributions on the Series C Preferred Units shall accrue whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions, and whether or not such distributions are declared.

(d)Except as provided in Section 3(e) below, unless full cumulative distributions on the Series C Preferred Units for all past distribution periods and the then current distribution period shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash is set apart for such payment, (i) no distributions, other than distributions in Partnership Units ranking junior to the Series C Preferred Units as to distributions and upon liquidation, shall be declared or paid or set apart for payment and no other distributions or distribution of cash or other property may be declared or made, directly or indirectly, on or with respect to any other class or series of Partnership Units ranking, as to distributions, on a parity with or junior to the Series C Preferred Units (other than pro rata distributions on other preferred Partnership Units ranking on parity as to distributions with the Series C Preferred Units) for any period, nor (ii) shall any other class or series of Partnership Units ranking, as to distributions or upon liquidation, on a parity with or junior to the Series C Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Partnership Units) by the Partnership (except by conversion into or exchange for other classes or series of Partnership Units ranking junior to the Series C Preferred Units as to distributions and upon liquidation).

Annex A-4

(e)When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series C Preferred Units and the Partnership Units ranking, as to distributions, on a parity with the Series C Preferred Units all distributions declared upon the Series C Preferred Units and each such other class or series of Partnership Units ranking, as to distributions, on a parity with the Series C Preferred Units shall be declared pro rata so that the amount of distributions declared per Series C Preferred Unit and such other class or series of Partnership Units shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and such other class or series of Partnership Units (which shall not include any accrual in respect of unpaid distributions on such other class or series of Partnership Units for prior distribution periods if such other class or series of Partnership Units does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series C Preferred Units which may be in arrears.

(f)Holders of Series C Preferred Units shall not be entitled to any distribution, whether payable in cash, property or Partnership Units, in excess of full cumulative distributions on the Series C Preferred Units as provided herein. Any distribution payment made on the Series C Preferred Units shall first be credited against the earliest accrued but unpaid distributions due with respect to such units which remains payable. Accrued but unpaid distributions on the Series C Preferred Units will accumulate as of the Distribution Payment Date on which they first become payable.

Section 4.Liquidation Preference.

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Partnership, before any distribution or payment shall be made to holders of any other class or series of Partnership Units of the Partnership ranking, as to liquidation rights, junior to the Series C Preferred Units, the holders of Series C Preferred Units shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its partners a liquidation preference of $50.00 per unit, plus an amount equal to any accrued and unpaid distributions to the date of payment (whether or not declared). In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series C Preferred Units and the corresponding amounts payable on all other classes or series of Partnership Units of the Partnership ranking, as to liquidation rights, on a parity with the Series C Preferred Units in the distribution of assets, then the holders of the Series C Preferred Units and each such other class or series of Partnership Units ranking, as to liquidation rights, on a parity with the Series C Preferred Units, including, without limitation, shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than thirty (30) nor more than sixty (60) days prior to the payment date stated therein, to each record holder of Series C Preferred Units at the respective addresses of such holders as the same shall appear on Exhibit A hereto. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into any other partnership, corporation or entity, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Partnership.

Section 5.Conversion.

(a)General.

Annex A-5

(1)Subject to the provisions of Section 5(b) below, on the date any Preferred Shares are converted, an amount of Series C Preferred Units equal to the Conversion Amount (the “Converted Series C Preferred Units”) shall automatically convert into a number of Common Partnership Units equal to the number of shares of Common Stock issued by LXP (or shares of Public Acquirer Common Stock, if applicable) with respect to the Preferred Shares related to the Converted Series C Preferred Units.

(2)In connection with the conversion of any Series C Preferred Units, no fractional Common Partnership Units will be issued, but the Partnership shall pay a cash adjustment in respect of any fractional interest in an amount equal to the fractional interest multiplied by the Closing Sale Price on the Trading Day immediately prior to the corresponding Conversion Date or the Company Conversion Option Date, as applicable. If more than one Series C Preferred Unit will be surrendered for conversion by the same holder at the same time, the number of full Common Partnership Units will be computed on the basis of the total number of Series C Preferred Units so surrendered.

(3)A holder of Series C Preferred Units is not entitled to any rights of a holder of Common Partnership Units until the Series C Preferred Units held are converted into Common Partnership Units, and only to the extent the Series C Preferred Units are deemed to have been converted to Common Partnership Units in accordance with this Section 5.

(4)Each conversion of Series C Preferred Units shall be deemed to have been made on the corresponding Conversion Date or Company Conversion Option Date, as applicable, so that the rights of the holder thereof as to the Series C Preferred Units being converted as a result, will cease except for the right to receive the Conversion Value per each converted Series C Preferred Unit, and, if applicable, the person entitled to receive Common Partnership Units will be treated for all purposes as having become the record holder of those Common Partnership Units at that time.

(b)Settlement Upon Conversion. The Partnership shall deliver the Conversion Value per each converted Series C Preferred Unit, in (i) Common Partnership Units, cash or a combination of cash and Common Partnership Units, in accordance with LXP’s election with respect to the Preferred Shares being converted.

(c)Payment of Distributions.

(1)Conversion Right.

(i)If a Series C Preferred Unit is converted as a result of a Conversion Right, upon conversion, that Series C Preferred Unit shall cease to cumulate distributions as of the end of the day immediately preceding the Conversion Date and the holder will not receive any cash payment representing accrued and unpaid distributions of the Series C Preferred Unit, except in those limited circumstances discussed in this Section 5(c). Except as provided herein, the Partnership shall make no payment for accrued and unpaid distributions, whether or not in arrears, on a Series C Preferred Unit converted pursuant to a Conversion Right, or for distributions on Common Partnership Units issued upon such conversion.

(ii)If the related Conversion Notice is received by LXP before the close of business on a Distribution Record Date, the holder shall not be entitled to receive any portion of the distribution payable on such converted Series C Preferred Units on the corresponding Distribution Payment Date.

Annex A-6

(iii)If the related Conversion Notice is received by LXP after the Distribution Record Date but prior to the corresponding Distribution Payment Date, the holder on the Distribution Record Date shall receive on that Distribution Payment Date accrued distributions on those Series C Preferred Units, notwithstanding the conversion of those Series C Preferred Units prior to that Distribution Payment Date, because the holder shall have been the holder of record on the corresponding Distribution Record Date. However, upon conversion, the holder shall pay an amount equal to the distribution that has accrued and that will be paid on the related Distribution Payment Date.

(iv)A holder of Series C Preferred Units on a Distribution Record Date whose Series C Preferred Units are converted into Common Partnership Units on or after the corresponding Distribution Payment Date shall be entitled to receive the distribution payable on such Series C Preferred Units on such Distribution Payment Date, and such holder need not include payment of the amount of such distribution upon conversion.

(v)If the related Conversion Notice is received by LXP on or before the close of business on a Distribution Record Date or following such Distribution Record Date but before the Distribution Payment Date therefore, and the settlement date for any Common Partnership Units to be issued upon such conversion is after the close of business on the record date for the payment of distributions for the corresponding period on such Common Partnership Units, such holder shall be entitled to receive such Common Partnership Unit distributions upon the next payment date of distributions on the Common Partnership Units as if it were the holder of such Common Partnership Units on such record date.

(2)Company Conversion Option.

(i)In the event a conversion occurs as a result of a Company Conversion Option, whether the Company Conversion Option Date is prior to, on or after the Distribution Record Date for the current period, all unpaid distributions which are in arrears as of the Company Conversion Option Date shall be payable to the holder of the converted Series C Preferred Units.

(ii)In the event the Company Conversion Option occurs and the Company Conversion Option Date is a date that is prior to the close of business on any Distribution Record Date, the holder shall not be entitled to receive any portion of the distribution payable for such period on such converted Series C Preferred Units on the corresponding Distribution Payment Date.

(iii)In the event the Company Conversion Option occurs and the Company Conversion Option Date is a date that is on, or after the close of business on, any Distribution Record Date and prior to the close of business on the corresponding Distribution Payment Date, all distributions, including accrued and unpaid distributions, whether or not in arrears, with respect to the Series C Preferred Units called for conversion on such date, shall be payable on such Distribution Payment Date to the record holder of such Series C Preferred Units on such record date.

(d)Maturity; Sinking Fund. The Series C Preferred Units shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption.

(e)Effect of Conversion. All Series C Preferred Units converted pursuant to this Section 5, repurchased pursuant to Section 6, or otherwise converted or repurchased shall be authorized but unissued Series C Preferred Units until reclassified into another class or series of Common Partnership Units.

Section 6.Purchase of Series C Preferred Units Upon a Fundamental Change.

Annex A-7

(a)In the event a holder of Preferred Shares requires LXP to repurchase (the “Repurchase Right”) for cash all or any part of such holder’s Preferred Shares, the Partnership shall repurchase, on the date LXP repurchases such Preferred Shares (the “Repurchase Date”), an amount of Series C Preferred Units equal to the Conversion Amount (the “Repurchased Series C Preferred Units”) at a per Series C Preferred Unit repurchase price equal to the per Preferred Share repurchase price paid by LXP with respect to the Preferred Shares related to the Repurchased Series C Preferred Units (the “Repurchase Price”).

(b)If the Partnership holds cash sufficient to pay the Repurchase Price of the Series C Preferred Units on the Trading Day following the Repurchase Date, then:

(1)the Series C Preferred Units will cease to be outstanding and distributions (including additional distributions, if any) will cease to accrue; and

(2)all other rights of the holder will terminate (other than the right to receive the Repurchase Price upon transfer of the Series C Preferred Units).

Section 7.Voting Rights.

(a)Holders of the Series C Preferred Units shall not have any voting rights, except as provided by applicable law.

(b)In any matter in which the Series C Preferred Units may vote (as expressly provided herein or as may be required by law), each Series C Preferred Unit shall be entitled to one vote per $25.00 of liquidation preference.

Section 8.Redemption.

Except as otherwise set forth herein, the Series C Preferred Units shall not be redeemable by the Partnership.

Section 9.Ranking.

(a)In respect of rights to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution or winding up of the affairs of the Partnership, the Series C Preferred Units shall rank (i) senior to any class or series of Partnership Units of the Partnership other than any class or series referred to in clauses (ii) and (iii) of this sentence, (ii) on a parity with any class or series of Partnership Units of the Partnership the terms of which specifically provide that such class or series of Partnership Units ranks on a parity with the Series C Preferred Units as to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution or winding up of the Partnership, and (iii) junior to any class or series of Partnership Units of the Partnership ranking senior to the Series C Preferred Units as to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution or winding up of the Partnership. For avoidance of doubt, any debt of the Partnership which is convertible into or exchangeable for Partnership Units of the Partnership shall not constitute a class or series of Partnership Units of the Partnership.

(b)Unless (x) no Series C Preferred Units remain outstanding or (y) the requisite holders of the Preferred Shares have approved similar actions with respect to the Preferred Shares in accordance with the Articles Supplementary (in which event the Partnership may take similar action with respect to the Series C Preferred Units), the Partnership shall not: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Units ranking senior to the Series C Preferred Units with

Annex A-8

respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of the affairs of the Partnership or reclassify any authorized shares of Partnership Units into such Partnership Units, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such Partnership Units; or (ii) amend, alter or repeal the provisions of the Partnership Agreement or this Certificate of Designation, whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise (an “Event”), so as to materially and adversely affect any right, preference, or privilege of the Series C Preferred Units or the holders thereof; provided however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series C Preferred Units remains outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of an Event, the Partnership may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges of holders of Series C Preferred Units. The provisions of this Section 9(b) shall not, however, prohibit the Partnership from taking the following actions: (A) any increase, decrease or issuance from time to time of any class or series of Partnership Units (including the Series C Preferred Units), or (B) the creation or issuance from time to time of any additional classes or series of Partnership Units, in each case referred to in clause (A) or (B) above ranking on a parity with or junior to the Series C Preferred Units with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Partnership.

(c)Notwithstanding anything to the contrary in this Section 9, nothing herein shall prevent the Partnership from taking such action as may be necessary or advisable in its sole discretion so as to avoid being treated as an association taxable as a corporation for federal tax purposes or so as to avoid adversely affecting (for as long as LXP deems necessary) LXP’s ability to qualify as a REIT for federal tax purposes.

Section 10.Exclusion of Other Rights.

The Series C Preferred Units shall not have any preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption other than expressly set forth in the Partnership Agreement and this Certificate of Designation.

Section 11.Headings of Subdivisions.

The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

Section 12.Severability of Provisions.

If any preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of conversion of the Series C Preferred Units set forth in the Partnership Agreement and this Certificate of Designation are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of conversion of Series C Preferred Units set forth in the Partnership Agreement which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to distributions or other qualifications or terms or conditions of conversion of the Series C Preferred Units herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

Section 13.No Preemptive Rights.

Annex A-9

No holder of Series C Preferred Units shall be entitled to any preemptive rights to subscribe for or acquire any Partnership Units of the Partnership (whether now or hereafter authorized) or instruments of the Partnership convertible into or carrying a right to subscribe to or acquire Partnership Units of the Partnership.

LEPERCQ CORPORATE INCOME FUND L.P.

By: Lex GP-1 Trust, its General Partner

By: /s/ T. Wilson Eglin

T. Wilson Eglin

President

Annex A-10

EX-12

Exhibit 12

LEPERCQ CORPORATE INCOME FUND L.P.

and Consolidated Subsidiaries

For the years ended December 31,

($000's)

RATIO OF EARNINGS TO FIXED CHARGES

Earnings	2013		2012		2011		2010		2009
Income before provision for income taxes, equity in losses of non-consolidated entity and discontinued operations	$	10,836	$	12,933	$	14,453	$	12,465	$	3,041
Interest expense	12,488		14,276		15,482		17,802		19,615
Amortization expense - debt cost	623		607		631		957		842
Total	$	23,947	$	27,816	$	30,566	$	31,224	$	23,498
Fixed charges:
Interest expense	$	12,488	$	14,276	$	15,482	$	17,802	$	19,615
Amortization expense - debt cost	623		607		631		957		842
Capitalized interest expense	46		49		748		—		18
Total	$	13,157	$	14,932	$	16,861	$	18,759	$	20,475
Ratio	1.82		1.86		1.81		1.66		1.15

EX-21

Exhibit 21

Subsidiaries

Name	Jurisdiction of Organization	Nature of Equity Interests	Person Holding Equity Interests and Percentage of Ownership Interest (100% unless noted otherwise)
ACQUIPORT INT'L PARKWAY L.P.	DE	Limited Partnership	GP: Acquiport Int’l Parkway Manager LLC (0.5%) LP: Union Hills Associates (99.5%)
ACQUIPORT INT'L PARKWAY MANAGER LLC	DE	Limited Liability Company	Union Hills Associates
FEDERAL SOUTHFIELD LIMITED PARTNERSHIP	DE	Limited Partnership	GP: Lexington Southfield LLC (0.5%) LP: Lepercq Corporate Income Fund L.P. (99.5%)
LEX ALBANY L.P.	DE	Limited Partnership	GP: Lex Albany GP LLC (0%) LP: Phoenix Hotel Associates Limited Partnership (100%)
LEX ALBANY GP LLC	DE	Limited Liability Company	Phoenix Hotel Associates Limited Partnership
LEX NYC HOTEL GP LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P. (100%)
LEX NYC MEZZ LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P. (100%)
LEX STONE STREET L.P.	DE	Limited Partnership	GP: Lex NYC Hotel GP LLC (0%) LP: Lepercq Corporate Income Fund L.P. (100%)
LEX TIMES SQUARE L.P.	DE	Limited Partnership	GP: Lex NYC Hotel GP LLC (0%) LP: Lepercq Corporate Income Fund L.P. (100%)
LEX TRIBECA L.P.	DE	Limited Partnership	GP: Lex NYC Hotel GP LLC (0%) LP: Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON AMERICAN WAY LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON BRISTOL L.P.	DE	Limited Partnership	GP: Lexington Bristol GP LLC (0%) LP: Phoenix Hotel Associates Limited Partnership (100%)
LEXINGTON BRISTOL GP LLC	DE	Limited Liability Company	Phoenix Hotel Associates Limited Partnership
LEXINGTON BOCA MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON BOCA LLC	FL	Limited Liability Company	Lexington Boca Manager LLC
LEXINGTON BULVERDE LP	DE	Limited Partnership	GP: Lexington Bulverde Manager LLC (0.5%) LP: Lepercq Corporate Income Fund L.P. (99.5%)
LEXINGTON BULVERDE MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON CENTENNIAL MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON CHARLESTON L.P.	DE	Limited Partnership	GP: Lexington Charleston Manager LLC (0%) LP: Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON CHARLESTON MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON CHICAGO LENDER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.

Name	Jurisdiction of Organization	Nature of Equity Interests	Person Holding Equity Interests and Percentage of Ownership Interest (100% unless noted otherwise)
LEXINGTON COLLIERVILLE L.P.	DE	Limited Partnership	GP: Lexington Collierville Manager LLC (0%) LP: Lepercq Corporate Income Fund L.P.
LEXINGTON COLLIERVILLE MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON DUBUQUE MANAGER INC.	DE	Corporation	Lepercq Corporate Income Fund L.P.
LEXINGTON DUBUQUE LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON DULLES LLC	DE	Limited Liability Company	Lexington Dulles Manager LLC
LEXINGTON DULLES MANAGER LLC	DE	Limited Liability Company	Phoenix Hotel Associates Limited Partnership
LEXINGTON FLORENCE MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON FLORENCE LLC	DE	Limited Liability Company	Lexington Florence Manager LLC
LEXINGTON FORT MILL II MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON FORT MILL II LLC	DE	Limited Liability Company	Lexington Fort Mill II Manager LLC
LEXINGTON FORT MILL MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON FORT MILL LLC	DE	Limited Liability Company	Lexington Fort Mill Manager LLC
LEXINGTON FOXBORO II LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON GREENVILLE L.P.	DE	Limited Partnership	Lexington Greenville GP LLC (0%) Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON GREENVILLE GP LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON HIGH POINT MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON HIGH POINT LLC	DE	Limited Liability Company	Lexington High Point Manager LLC
LEXINGTON HONOLULU L.P.	DE	Limited Partnership	GP: Lexington Honolulu Manager LLC (0%) LP: Lepercq Corporate Income Fund L.P.
LEXINGTON HONOLULU MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON LAKE FOREST MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON LAKE FOREST L.P.	DE	Limited Partnership	GP: Lexington Lake Forest Manager LLC (0%) LP: Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON LOS ANGELES L.P.	DE	Limited Partnership	GP: Lexington Los Angeles Manager LLC (0.01%) LP: Lepercq Corporate Income Fund L.P. (99.09%)
LEXINGTON LOS ANGELES MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON LOUISVILLE L.P.	DE	Limited Partnership	GP: Lexington Louisville Manager LLC (0%) LP: Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON LOUISVILLE MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON MARSHALL MS GP LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.

Name	Jurisdiction of Organization	Nature of Equity Interests	Person Holding Equity Interests and Percentage of Ownership Interest (100% unless noted otherwise)
LEXINGTON MARSHALL MS L.P.	DE	Limited Partnership	GP: Lexington Marshall MS GP LLC LP: Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON MOODY L.P.	DE	Limited Partnership	GP: Lexington Moody LLC (1%) LP: Lepercq Corporate Income Fund L.P. (99%)
LEXINGTON MOODY LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON MORTGAGE TRUSTEE LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON OC LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON OLIVE BRANCH MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON OLIVE BRANCH LLC	DE	Limited Liability Company	Lexington Olive Branch Manager LLC
LEXINGTON OVERLAND PARK LLC	DE	Limited Liability Company	Lexington Overland Park Manager LLC
LEXINGTON OVERLAND PARK MANAGER	DE	Limited Liability Company	Union Hills Associates LLC
LEXINGTON PALM BEACH LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON SHELBY L.P.	DE	Limited Partnership	GP: Lexington Shelby GP LLC (0%) LP: Lepercq Corporate Income Fund L.P.
LEXINGTON SHELBY GP LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON SKY HARBOR LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON SOUTHFIELD LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON TAMPA L.P.	DE	Limited Partnership	GP: Lexington Tampa GP LLC (0%) LP: Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON TAMPA GP LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON TNI WESTLAKE MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON TNI WESTLAKE L.P.	DE	Limited Partnership	LP: Lepercq Corporate Income Fund L.P. GP: Lexington TNI Westlake Manger LLC (0%)
LEXINGTON TOY TRUSTEE LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON TOY TULSA L.P.	DE	Limited Partnership	GP: Lexington Toy Trustee LLC (0%) LP: Lepercq Corporate Income Fund L.P. (100%)
LEXINGTON WALLINGFORD MANAGER LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
LEXINGTON WALLINGFORD LLC	DE	Limited Liability Company	Lexington Wallingford Manager LLC
PHOENIX HOTEL ASSOCIATES LIMITED PARTNERSHIP	DE	Limited Partnership	GP: Lepercq Corporate Income Fund L.P. (1%) LP: Lepercq Corporate Income Fund L.P. (99%)
SAVANNAH WATERFRONT HOTEL LLC	DE	Limited Liability Company	Lepercq Corporate Income Fund L.P.
UNION HILLS ASSOCIATES	AZ	General Partnership	Lepercq Corporate Income Fund L.P. (99%) Union Hills Associates II (1%)
UNION HILLS ASSOCIATES II	AZ	General Partnership	Lepercq Corporate Income Fund L.P. (99%) Lexington Realty Trust (1%)

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Partners

Lepercq Corporate Income Fund L.P.:

We consent to the incorporation by reference in the registration statement on Form S-4 (File No. 033-04215) of Lepercq Corporate Income Fund L.P. of our reports dated March 17, 2014, with respect to the consolidated balance sheets of Lepercq Corporate Income Fund L.P. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2013, and the related financial statement schedule III, which appear in the December 31, 2013 annual report Form 10-K of Lepercq Corporate Income Fund L.P.

/s/ KPMG LLP

New York, New York

March 17, 2014

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, T. Wilson Eglin, certify that:

1. I have reviewed this report on Form 10-K of Lepercq Corporate Income Fund L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 17, 2014

/s/ T. Wilson Eglin

T. Wilson Eglin

President (principal executive officer) of Lex GP-1 Trust,

the general partner of Lepercq Corporate Income Fund L.P.

EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Patrick Carroll, certify that:

1. I have reviewed this report on Form 10-K of Lepercq Corporate Income Fund L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 17, 2014

/s/ Patrick Carroll

Patrick Carroll

Vice President and Treasurer (principal financial officer) of Lex GP-1 Trust,

the general partner of Lepercq Corporate Income Fund L.P.

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Lepercq Corporate Income Fund L.P. (the “Partnership”) on Form 10-K for the period ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof, I, T. Wilson Eglin, President (principal executive officer) of Lex GP-1 Trust, the general partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

/s/ T. Wilson Eglin

T. Wilson Eglin

President (principal executive officer) of Lex GP-1 Trust,

the general partner of Lepercq Corporate Income Fund L.P.

March 17, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Lepercq Corporate Income Fund L.P. (the “Partnership”) on Form 10-K for the period ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof, I, Patrick Carroll, Vice President and Treasurer (principal financial officer) of Lex GP-1 Trust, the general partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

/s/ Patrick Carroll

Patrick Carroll

Vice President and Treasurer (principal financial officer) of Lex GP-1 Trust,

the general partner of Lepercq Corporate Income Fund L.P.

March 17, 2014