8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 27, 2006

LEXINGTON REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-12386 13-371318

(Commission File Number) (I.R.S. Employer Identification No.)

One Penn Plaza, Suite 4015, New York, New York 10119-4015

(Address of Principal Executive Offices) (Zip Code)

(212) 692-7200

(Registrant's Telephone Number, Including Area Code)

LEXINGTON CORPORATE PROPERTIES TRUST

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

___Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

___Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

___          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

___          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K relates to certain events prior to the consummation of our merger with Newkirk Realty Trust, Inc. on December 31, 2006. As a result, references to “we,” “us,” and “our” refer to Lexington Corporate Properties Trust prior to the merger.

Item 1.01 Entry into a Material Definitive Agreement

Amendment to Credit Agreement

On December 27, 2006, we entered into the Second Amendment to Credit Agreement, which we refer to as our Credit Facility, among us, Lepercq Corporate Income Fund L.P., or LCIF, Lepercq Corporate Income Fund II L.P., or LCIF II, and Net 3 Acquisition L.P., or Net 3, collectively as borrowers, each of Lenders party thereto, and Wachovia Bank, National Association, as agent, as amended by the First Amendment to Credit Agreement, dated as of June 1, 2006.

The Second Amendment increases (i) the percentage threshold restricting investments in properties leased under ground leases from 10.0% to 25.0% of Capitalized Value (as defined in our Credit Facility) and (ii) the percentage threshold restricting the aggregate value of investments subject to limitations under our Credit Facility from 30.0% to 40.0% of Capitalized Value.

Attached as Exhibit 10.1 to this Current Report is a copy of the Second Amendment. The description of the Second Amendment in this Current Report does not purport to be complete and is qualified in its entirety by reference to the copy attached as Exhibit 10.1. Our Credit Facility was attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on June 30, 2005 and the First Amendment to our Credit Facility was attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 2, 2006.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Compensation

The Compensation Committee of our Board of Trustees approved salary increases, bonus awards and long-term incentive awards for our executive officers. In approving these items, the Compensation Committee (1) retained an independent compensation consultant to perform an analysis of our compensation practices and those of our “peers” and make recommendations with respect to our compensation practices and (2) considered several factors, including the scope of the individual’s responsibilities, competitive payment practices, our historical financial results and our anticipated financial performance. No specific weight was given to any particular factor.

Bonuses

On December 28, 2006, the Compensation Committee approved annual bonuses with respect to calendar year 2006, in a combination of cash and non-vested common shares of us under our 1998 Share Option Plan, to our then executive officers as follows:

Name and Title	Value Of Bonus Award
E. Robert Roskind – Chairman	$ 1,296,000
T. Wilson Eglin – Chief Executive Officer, President and Chief Operating Officer	1,368,000
Richard J. Rouse – Vice Chairman and Chief Investment Officer	1,296,000
Patrick Carroll – Executive Vice President, Chief Financial Officer and Treasurer	936,000
John B. Vander Zwaag – Executive Vice President	907,200

50% of the bonus award is payable in cash. A portion of the cash award equal to one twenty-fourth of the executive’s base salary was paid in cash pursuant to existing company practice on December 15, 2006. The remainder of the cash award is payable on January 12, 2007.

The remaining 50% of the bonus award consisted of non-vested common shares that vest in equal installments on each of the next five anniversary dates of the award. Each award is governed by a non-vested share agreement. A form of each non-vested agreement was attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 6, 2006. This Current Report describes certain terms of these non-vested share agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements. The vesting of the non-vested common shares may accelerate upon certain events in accordance with the non-vested share agreements and each executive’s respective employment agreement.

The number of non-vested common shares issued was determined by dividing (x) the sum of the amount of the bonus as specified above less the portion paid in cash by (y) the closing price of the common shares on the New York Stock Exchange on December 27, 2006 ($21.94 per share), the last closing price before the bonus amounts were approved by the Compensation Committee. The non-vested common shares are entitled to voting rights and receive dividends, including the special dividends related to the merger with Newkirk Realty Trust.

Long-Term Incentive Awards

On December 28, 2006, the Compensation Committee approved long-term incentive awards, in non-vested common shares of us under our 1998 Share Option Plan, to our then executive officers as follows:

Name and Title	Value of Long-Term Incentive Award
E. Robert Roskind – Chairman	$ 200,000
T. Wilson Eglin – Chief Executive Officer, President and Chief Operating Officer	400,000
Richard J. Rouse – Vice Chairman and Chief Investment Officer	200,000
Patrick Carroll – Executive Vice President, Chief Financial Officer and Treasurer	150,000
John B. Vander Zwaag – Executive Vice President	150,000

The total long-term incentive award granted to each executive is governed by a non-vested share agreement. The form of each non-vested share agreement is filed as Exhibit 10.2 hereto. This Current Report describes certain terms of these non-vested share agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements.

Pursuant to the non-vested share agreement, the long-term incentive awards will vest in full on the fifth anniversary of the date of the award, provided certain performance targets are met. The performance-based awards require that we achieve certain pre-determined financial hurdles in each of the five years that the non-vested shares is scheduled to vest. The financial hurdles are based upon a total shareholder return, or TSR. For the applicable non-vested shares to vest, our TSR must exceed certain market benchmarks. The formula incorporates a carryback/carryforward feature that would, in essence, average the TSR performance over the five-year vesting period. The vesting of both time-based awards and performance-based awards may accelerate upon certain events. The number of common shares issued was determined by dividing the value of the award as specified above by the closing price of our common shares on the New York Stock Exchange on December 27, 2006 ($21.94 per share), the last closing price before the long-term incentive awards were approved by the Compensation Committee. The non-vested common shares are entitled to voting rights and receive dividends, including the special dividends related to the merger with Newkirk Realty Trust.

2007 Base Salaries

On December 29, 2006, the Compensation Committee approved increases in annual base salaries for calendar year 2007 for our then executive officers, as follows:

Name and Title	2006 Base Salary	2007 Base Salary
E. Robert Roskind – Chairman	$ 450,000	$ 450,000
T. Wilson Eglin – Chief Executive Officer, President and Chief Operating Officer	475,000	550,000
Richard J. Rouse – Vice Chairman and Chief Investment Officer	450,000	475,000
Patrick Carroll – Executive Vice President, Chief Financial Officer and Treasurer	325,000	360,000
John B. Vander Zwaag – Executive Vice President	315,000	340,000

Amendment to Lexington Corporate Properties Trust 1998 Share Option Plan

On December 28, 2006, the Compensation Committee, on behalf of our Board of Trustees, approved an amendment, which we refer to as the Amendment, to the Lexington Corporate Properties Trust 1998 Share Option Plan, which we refer to as the 1998 Plan. The Amendment provides that the Compensation Committee has the authority to accelerate the vesting of non-vested shares granted under the 1998 Plan, which is consistent with the terms of the Lexington Corporate Properties Trust 2002 Equity-Based Award Plan. A copy of the Amendment is filed as Exhibit 10.3 hereto. This Current Report describes certain terms of the Amendment, and such descriptions are qualified in their entirety by reference to the full text of the Amendment.

Accelerated Vesting

On December 28, 2006, the Compensation Committee approved the acceleration of the vesting of 565,219 non-vested common shares previously granted to our employees, including 485,122 non-vested common shares previously granted to our then executive officers. The vested shares were subject to time-based vesting restrictions and were due to vest between 2008 and 2011, assuming continued service of the employee. The acceleration was effective as of December 29, 2006. In connection with the acceleration, vested shares were withheld by us to cover federal, state and local income tax withholding obligations, including the following vested shares withheld from our then executive officers. The value of the shares withheld was based on the closing per share price of our common shares on December 28, 2006. The impact to our then executive officers of the vesting is as follows:

Name and Title	Total of Vested Shares	Value of Vested Shares (before withholding)	Vested Shares Withheld	Value of Vested Shares (after withholding)
E. Robert Roskind – Chairman	123,863	$ 2,717,554.22	53,818	$ 1,536,779.10
T. Wilson Eglin – Chief Executive Officer, President and Chief Operating Officer	136,075	2,985,485.50	59,124	1,688,295.34
Richard J. Rouse – Vice Chairman and Chief Investment Officer	103,431	2,269,276.14	44,940	1,283,288.43
Patrick Carroll – Executive Vice President, Chief Financial Officer and Treasurer	81,469	1,787,429.86	35,397	1,010,808.94
John B. Vander Zwaag – Executive Vice President	40,284	883,830.96	13,475	588,197.40

In connection with the acceleration of the vesting of the non-vested shares, each of the executive officers listed above entered into a Lock-Up and Claw-Back Agreement with us, whereby each executive agreed not to sell the vested shares for certain periods of time. In addition, each executive agreed to return to us the vested shares in the event that the executive’s fraud or intentional misconduct directly or indirectly causes (or materially contributes to) a material financial restatement, whether such restatement is required by law, prior to the release of the vested shares from the lock-up. The form of each Lock-Up and Claw-Back Agreement is filed as Exhibit 10.4 hereto. This Current Report describes certain terms of these Lock-Up and Claw-Back Agreements, and such descriptions are qualified in their entirety by reference to the full text of such agreements.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

10.1	Second Amendment to the Credit Agreement, among Lexington Corporate Properties Trust, Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P., and Net 3 Acquisition L.P., as borrowers, and each of Lenders party thereto, and Wachovia Bank, National Association as Agent, dated December 27, 2006.
10.2	Long-Term Incentive Share Award Agreement
10.3	Amendment to Lexington Corporate Properties Trust 1998 Share Option Plan
10.4	Lock-Up and Claw-Back Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lexington Realty Trust

Date: January 3, 2006 By: /s/ T. Wilson Eglin                  

T. Wilson Eglin

Chief Executive Officer

Exhibit Index

10.1	Second Amendment to the Credit Agreement, among Lexington Corporate Properties Trust, Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P., and Net 3 Acquisition L.P., as borrowers, and each of Lenders party thereto, and Wachovia Bank, National Association as Agent, dated December 27, 2006.
10.2	Long-Term Incentive Share Award Agreement
10.3	Amendment to Lexington Corporate Properties Trust 1998 Share Option Plan
10.4	Lock-Up and Claw-Back Agreement

EX-10

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 27, 2006 by and among LEXINGTON CORPORATE PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland, LEPERCQ CORPORATE INCOME FUND L.P., a limited partnership formed under the laws of the State of Delaware, LEPERCQ CORPORATE INCOME FUND II L.P., a limited partnership formed under the laws of the State of Delaware, NET 3 ACQUISITION L.P., a limited partnership formed under the laws of the State of Delaware (collectively, the “Borrowers” and each a “Borrower”), each of Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).

WHEREAS, the Borrowers, the Lenders, the Agent and certain other parties have entered into that certain Credit Agreement dated as of June 27, 2005 (as amended and in effect immediately prior to the date hereof, the “Credit Agreement”) and the parties hereto desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1. Specific Amendments to Credit Agreement. The parties hereto agree that subsection (e) of Section 9.4. of the Credit Agreement, and the paragraph immediately following such subsection (e) are restated in their entirety as follows:

(e)Properties leased under ground leases by any Borrower or any Subsidiary, as lessee, such that the current value (determined in accordance with the applicable provisions of the term “Capitalized Value”) of such Properties exceeds 25.0% of Capitalized Value at any time.

In addition to the foregoing limitations, the aggregate value of all of the items subject to the limitations in the preceding clauses (a) through (e) shall not exceed 40.0% of Capitalized Value at any time.

Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:

(a)A counterpart of this Amendment duly executed by the Borrowers and Lenders constituting the Requisite Lenders;

(b)An Acknowledgment substantially in the form of Exhibit A attached hereto, executed by each Guarantor; and

(c)Such other documents, instruments and agreements as the Agent may reasonably request.

Section 3. Representations. The Borrowers represent and warrant to the Agent and the Lenders that:

(a)Authorization. Each Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its respective obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of each Borrower and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of each Borrower enforceable against such Borrower in accordance with its respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

(b)Compliance with Laws, etc. The execution and delivery of this Amendment by each Borrower and the performance by each Borrower of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Government Approvals or violate any Applicable Laws (including all Environmental Laws) relating to any Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Borrower or any other Loan Party or any indenture, agreement or other instrument to which any Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Borrower or any other Loan Party.

(c)No Default. No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations by Borrowers. Each Borrower hereby repeats and reaffirms all representations and warranties made by such Borrower to the Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

Section 5. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 6. Expenses. The Borrowers shall reimburse the Agent and each Lender upon demand for all costs and expenses (including attorneys’ fees) incurred by the Agent or such

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Lender in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein.

Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 11. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Agreement to be executed as of the date first above written.

LEXINGTON CORPORATE PROPERTIES TRUST

By: /s/ T. Wilson Eglin

Name: T. Wilson Eglin

Title: Chief Executive Officer

LEPERCQ CORPORATE INCOME FUND L.P.

By: Lex GP-1 Trust, its sole general partner

By: /s/ T. Wilson Eglin

Name: T. Wilson Eglin

Title: President

LEPERCQ CORPORATE INCOME FUND II L.P.

By: Lex GP-1 Trust, its sole general partner

By: /s/ T. Wilson Eglin

Name: T. Wilson Eglin

Title: President

NET 3 ACQUISITION L.P.

By: Lex GP-1 Trust, its sole general partner

By: /s/ T. Wilson Eglin

Name: T. Wilson Eglin

Title: President

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[Signature Page to Second Amendment to Credit Agreement

for Lexington Corporate Properties Trust et al.]

WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Agent

By: /s/ Amit Khimji

Name: Amit Khimji

Title: Vice President

KEYBANK NATIONAL ASSOCIATION

By: /s/ Jeffrey M. Morrison

Name: Jeffrey M. Morrison

Title: Senior Banker

SOVEREIGN BANK

By: /s/ Erin T. Aslakson

Name: Erin T. Aslakson

Title: Assistant Vice President

PNC BANK, N.A.

By: /s/ Kristen M. Glick

Name: Kristen M. Glick

Title: Vice President

[Signatures Continued on Next Page]

[Signature Page to Second Amendment to Credit Agreement

for Lexington Corporate Properties Trust et al.]

BRANCH BANKING AND TRUST COMPANY

By: /s/ Robert M. Searson

Name: Robert M. Searson

Title: Senior Vice President

PEOPLES BANK

By: /s/ Anne Kuchinski

Name: Anne Kunchinski

Title: Vice President

COMERICA BANK

By: /s/ James Graycheck

Name: James Graycheck

Title: Vice President

CITIZENS BANK OF RHODE ISLAND

By: /s/ Craig E. Schermerhorn

Name: Criag E. Schermerhorn

Title: Senior Vice President

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of December 27, 2006 (this “Acknowledgment”) executed by each of the undersigned (the “Guarantors”) in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”) and each Lender under the Credit Agreement referred to below.

WHEREAS, Lexington Corporate Properties Trust, Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P. and Net 3 Acquisition L.P. (collectively, the “Borrowers”), the Lenders, the Agent and certain other parties have entered into that certain Credit Agreement dated as of June 27, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of June 27, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrowers’ obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrowers, the Agent and certain of the Lenders are to enter into a Second Amendment to Credit Agreement dated as of the date hereof (the “Amendment”), to amend certain terms of the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS REAFFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Reaffirmation may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

A-1

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

Acquiport LSL GP LLC, a Delaware limited liability company

By: Lexington Corporate Properties Trust, its managing member, a Maryland statutory real estate investment trust

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lex GP-1 Trust

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lex LP-1 Trust

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington BCBS L.L.C., a Delaware limited liability company

By: Lexington Corporate Properties Trust, its managing member, a Maryland statutory real estate investment trust

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington Carrollton Manager LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

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[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

Lexington Chelmsford Manager LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington Contributions Inc.

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington Dover LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington Fort Street Trust

By: Lexington Fort Street Trustee LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington Foxboro I LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

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[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

Lexington Foxboro II LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington High Point Manager LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington Los Angeles Manager LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington Millington Manager LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington Minneapolis LLC

By: Lepercq Corporate Income Fund L.P., its managing member, a Delaware limited partnership

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

By:___________________________

Name: T. Wilson Eglin

Title:   President

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

Lexington Multi-State Holdings L.P., a Delaware limited partnership

By: Lexington Multi-State Holdings Manager LLC, its sole general partner, a Delaware limited liability company

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington OC LLC, a Delaware limited liability company

By: Lepercq Corporate Income Fund II L.P., its managing member, a Delaware limited partnership

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

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington Olive Branch LLC, a Delaware limited liability company

By: Lexington Olive Branch Manager LLC, its managing member, a Delaware limited liability company

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington Olive Branch Manager LLC

By:____________________________

Name: T. Wilson Eglin

Title:   President

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[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

Lexington Realty Advisors, Inc.

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington Southfield LLC

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington Tennessee Holdings L.P., a Delaware limited partnership

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

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington Texas Holdings L.P., a Delaware limited partnership

By: Lexington Texas Holdings Manager LLC, its sole general partner, a Delaware limited liability company

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington TIC Holdings OK L.P., a Delaware limited partnership

By: Lexington TIC OK LLC, its sole general partner, a Delaware limited liability company

By:____________________________

Name: T. Wilson Eglin

Title:   President

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

Lexington Toys II Trust

By: Lexington Toy Trustee LLC

By:___________________________

Name: T. Wilson Eglin

Title:   President

Lexington Wallingford Manager LLC

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington Waxahachie L.P., a Delaware limited partnership

By: Lexington Waxahachie Manager LLC, its sole general partner, a Delaware limited liability company

By:____________________________

Name: T. Wilson Eglin

Title:   President

Lexington Waxahachie Manager LLC, its sole general partner, a Delaware limited liability company

By:____________________________

Name: T. Wilson Eglin

Title:   President

LXP GP, LLC

By:____________________________

Name: T. Wilson Eglin

Title:   President

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[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

LXP I Trust

By:____________________________

Name: T. Wilson Eglin

Title:   President

LXP II, Inc.

By:____________________________

Name: T. Wilson Eglin

Title:   President

LXP I, L.P., a Delaware limited partnership

By: LXP I Trust, its sole general partner, a Delaware statutory trust

By:____________________________

Name: T. Wilson Eglin

Title:   President

LXP II, L.P., a Delaware limited partnership

By: LXP II Inc., its sole general partner, a Delaware corporation

By:____________________________

Name: T. Wilson Eglin

Title:   President

LXP ISS Holdings L.P., a Delaware limited partnership

By: LXP ISS Holdings Manager LLC, its sole general partner, a Delaware limited liability company

By:____________________________

Name: T. Wilson Eglin

Title:   President

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

LXP Memorial L.L.C., a Delaware limited liability company

By: Lexington Corporate Properties Trust, its managing member, a Maryland statutory real estate investment trust

By:____________________________

Name: T. Wilson Eglin

Title:   President

LXP Realty Income Fund L.P., a Delaware limited partnership

By: LXP RIF Manager LLC, its sole general partner, a Delaware limited liability company

By:____________________________

Name: T. Wilson Eglin

Title:   President

Phoenix Hotel Associates Limited Partnership

By: Lepercq Corporate Income Fund II L.P., its sole general partner, a Delaware limited partnership

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

By:___________________________

Name: T. Wilson Eglin

Title:  President

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

Savannah Waterfront Hotel LLC, a Delaware limited liability company

By: Lepercq Corporate Income Fund L.P., its managing member, a Delaware limited partnership

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

By:___________________________

Name: T. Wilson Eglin

Title:  President

Union Hills Associates, an Arizona general partnership

By: Union Hills Associates II, its managing general partner, an Arizona general partnership

By: Lexington Corporate Properties Trust, its managing general partner, a Maryland statutory real estate investment trust

By:___________________________

Name: T. Wilson Eglin

Title:  President

Union Hills Associates II, its managing general partner, an Arizona general partnership

By: Lexington Corporate Properties Trust, its managing general partner, a Maryland statutory real estate investment trust

By:___________________________

Name: T. Wilson Eglin

Title:  President

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

Lexington Collierville L.P.

By: Lexington Colliverville Manager LLC

By:___________________________

Name: Patrick Carroll

Title: Executive Vice President

Lexington Collierville Manager LLC

By:___________________________

Name: Patrick Carroll

Title: Executive Vice President

Lexington Westport Manager LLC

By:___________________________

Name: Patrick Carroll

Title: Executive Vice President

Lexington Sugarland Manager LLC

By:___________________________

Name: Patrick Carroll

Title: Executive Vice President

Lexington Euro Holdings Ltd.

By:___________________________

Name: Patrick Carroll

Title: Executive Vice President

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement

to Second Amendment to Credit Agreement]

LXP Advisory LLC

By:___________________________

Name: Patrick Carroll

Title: Executive Vice President

Westport View Corporate Center L.P.

By: Lexington Westport Manager LLC

By:___________________________

Name: Patrick Carroll

Title: Executive Vice President

EX-10

Exhibit 10.2

LEXINGTON CORPORATE PROPERTIES TRUST

NONVESTED SHARE AGREEMENT

This AGREEMENT is effective as of December 28, 2006 by and between Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”) and __________________ (the “Participant”).

WITNESSETH THAT:

WHEREAS, the Participant, as an employee of the Company, is eligible to participate in the Lexington Corporate Properties Trust 1998 Share Option Plan (the “Plan”);

WHEREAS, the Company desires to provide an inducement and incentive to the Participant to perform duties and fulfill responsibilities on behalf of the Company at the highest level of dedication and competence;

WHEREAS, the Compensation Committee of Board of Trustees of the Company has approved the grant of the award to the Participant of the common shares of the Company, par value $0.0001, herein, subject to the terms and conditions of the Plan and this Agreement, in order to incentivize the Participant’s performance and to enable the Participant to acquire an equity interest in the Company;

NOW, THEREFORE, in consideration of the agreements hereinafter contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Grant of Shares.

(a)Subject to the restrictions and terms and conditions set forth in this Agreement and the Plan, including the Vesting Period (defined in Section 2 hereof), the Company hereby awards to the Participant __________ common shares of the Company (the “Common Shares”) as of December 28, 2006.

(b)The Participant agrees that the Participant’s ownership of the Common Shares shall be evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated share transfer agent in the Participant’s name. Upon expiration of the applicable portion of the Vesting Period, a certificate or certificates representing the shares of Common Shares as to which the Vesting Period has so lapsed shall be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance with Section 5 hereof.

2. Vesting of Common Shares.

(a)Subject to Section 3 hereof, the Common Shares shall become earned and vested as follows: one-fifth of such Common Shares shall be earned upon the attainment of certain Performance Criteria (hereinafter defined) in any fiscal year of the Company during the five-year period commencing with January 1, 2007 (or at such time as otherwise provided in Section 2(b)(i) hereof) (the “Performance Period”); and the Common Shares earned pursuant to the

 

preceding clause shall vest in full as of December 31, 2011, provided that the Participant is then employed by the Company (the “Vesting Period”). In no event will more than one-fifth of such Common Shares become earned with respect to the satisfaction of Performance Criteria for any one fiscal year.

(b)The Performance Criteria are satisfied with respect to a fiscal year of the Company if the Company achieves a total shareholder return (“TSR”), defined in Section 2(b)(ii) hereof, for such fiscal year that is equal to the lesser of: (x) of at least ten percent (10%) pursuant to Section 2(b)(i) hereof or (y) the Morgan Stanley REIT Index commencing on January 1, 2007.

(i)For purposes of determining whether the Company achieves a TSR of at least 10% in any fiscal year, such TSR shall first be calculated pursuant to Section 2(b)(ii) hereof. If such return is at least 10%, then the Performance Criteria for such fiscal year shall be satisfied. The portion of TSR in excess of 10% (“Excess TSR”) shall be carried back and added to any preceding fiscal years in the Performance Period in which the Performance Criteria has not (as of the time of the carry back) been satisfied (under either Section 2(b)(x) or (y)), beginning with the first immediately preceding fiscal year in which such Performance Criteria have not been met. If, as a result of a carry back, the TSR (as adjusted under this subsection) with respect to a preceding fiscal year reaches 10%, then the Performance Criteria for such fiscal year shall be treated as satisfied at the time of such carry back. In the event Excess TSR is not absorbed after it is carried back to each preceding year in which the Performance Criteria are not met, any remaining Excess TSR may be carried forward and added to any succeeding fiscal years in the Performance Period, after the foregoing TSR calculations are made with respect to such succeeding year, beginning with the first such succeeding fiscal year. If, as a result of a carry forward, the TSR (as adjusted under this subsection) with respect to such succeeding fiscal year reaches 10%, then the Performance Criteria for such fiscal year shall be satisfied as of the end of such year in which the carry forward occurs. In no event shall any amount of Excess TSR be utilized more than once as both a carry back or carry forward amount.

(ii)For purposes of Section 2(b)(i)hereof, TSR with respect to a fiscal year shall mean the sum of the Company’s dividend yield and the Company’s share appreciation for such year, based on a starting share price equal to the trailing 5-day average closing price of the Company’s common stock on the New York Stock Exchange as of January 1st.

3. Nontransferability and Acceleration/Forfeiture.

(a)The Participant acknowledges that prior to the expiration of the applicable Vesting Period, the Common Shares may not be sold, transferred, pledged, assigned, encumbered or otherwise disposed of (whether voluntarily or involuntarily or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Vesting Period, as set forth in Section 2 hereof, the restrictions set forth in this Agreement with respect to the Common Shares theretofore subject to such expired Vesting Period shall lapse.

(b)In the event of (i) a termination of Participant’s employment with the Company by the Participant for Good Reason (as defined in the employment agreement between the

 

Participant and the Company in effect at such time (the “Employment Agreement”)), (ii) a termination of the Participant’s employment with the Company by the Company without Cause (as defined in the Employment Agreement), (iii) a Change of Control (as defined in the Employment Agreement), (iv) a termination of the Participant’s employment with the Company in a Pre-Change of Control Termination (as defined in the Employment Agreement), (v) or the Participant’s death, in any such case prior to the expiration of the Vesting Period, the Vesting Period shall terminate, and all of the Common Shares not theretofore forfeited in accordance with this Agreement shall become fully vested and nonforfeitable as of the date of the Change of Control or the Participant’s death, as applicable.

(c)If the Participant ceases to be employed by the Company prior to the complete expiration of the Vesting Period under circumstances other than those set forth in Section 3(b) hereof, the Participant agrees that all of the Common Shares, that are nonvested in accordance with Section 2 hereof as of the date of such termination, shall be immediately and unconditionally forfeited and will revert to the Company without any action required by the Participant or the Company.

4.Rights as Shareholder. The Participant shall have all rights of a shareholder with respect to the Common Shares for record dates occurring on or after the date of this Agreement and prior to the date any such Common Shares are forfeited in accordance with this Agreement, including without limitation payment to the Participant of any cash dividends or distributions declared during such period with respect to the Common Shares.

5.Withholding Tax Obligations. The Participant acknowledges the existence of federal, state and local income tax and employment tax withholding obligations with respect to the Common Shares and agrees that such obligations must be met. The Participant shall be required to pay and the Company shall have the right to withhold or otherwise require a Participant to remit to the Company any amount sufficient to pay any such taxes no later than the date as of which the value of any Common Shares first become includible in the Participant’s gross income for income or employment tax purposes, provided however that the Board of Trustees may permit the Participant to elect withholding Common Shares otherwise deliverable to the Participant in full or partial satisfaction of such tax obligations, provided further however that the amount of Common Shares so withheld shall not exceed the minimum statutory withholding tax obligation. If tax withholding is required by applicable law, in no event shall Common Shares be delivered to the Participant until he has paid to the Company in cash the amount of such tax required to be withheld by the Company or otherwise entered into an agreement satisfactory to the Company providing for payment of withholding tax. The Participant hereby notifies the Company that he will not make an election with respect to any portion of the Common Shares pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.

6.Limitation of Rights. Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the employ of the Company as a Participant or in any other capacity or to interfere with the Company’s right to discharge him at any time for any reason whatsoever.

 

7.Receipt of Plan. The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by all terms and provisions thereof. If and to the extent that any provision herein is inconsistent with the Plan, the Plan shall govern.

8.Assignment. This Agreement shall be binding upon and inure to the benefits of the Company, its successors and assigns and the Participant and his heirs, executors, administrators and legal representatives.

9.Governing Law. This Agreement and the obligation of the Company to transfer Common Shares shall be subject to all applicable federal and state laws, rules and regulations and any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Compensation Committee of the Company shall, in its sole discretion, determine to be necessary or applicable. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

10.Amendment. Except as otherwise permitted by the Plan, this Agreement may not be modified or amended, nor may any provision hereof be waived, in any way except in writing signed by the party against whom enforcement thereof is sought.

11.Execution. This Agreement may be executed in counterparts each of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer and the Participant has executed this Agreement effective as of the date first above written.

LEXINGTON CORPORATE PROPERTIES TRUST

By: ____________________________

Name:

Title: Authorized Officer

PARTICIPANT

_______________________________

EX-10

Exhibit 10.3

AMENDMENT TO

LEXINGTON CORPORATE PROPERTIES TRUST

1998 SHARE OPTION PLAN

WHEREAS, Lexington Corporate Properties Trust (the “Company”) maintains the 1998 Share Option Plan (the “SOP”);

WHEREAS, the Company has the authority to amend the SOP pursuant to section 4 of the SOP;

WHEREAS, the Company has decided it is in the best interest of the Company to amend the SOP to permit the Compensation Committee of the Company’s Board of Trustee to accelerate the vesting of restricted stock granted under the SOP on such terms as it may determine is appropriate in its sole discretion;

NOW, THEREFORE, the SOP is amended in the following manner:

1.Section 8A of the SOP is amended effective immediately, by revising the last sentence as follows:

The vesting restrictions applicable to restrict share awards may be accelerated on the same basis as the acceleration of the exercisability of options under Section 11 hereof or on any other basis that the Committee determines is appropriate in its sole discretion.

2.Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provisions of the SOP, except as provided above.

IN WITNESS WHEREOF, on this 28th day of December 2006, the Company has adopted this Amendment to the SOP.

Lexington Corporate Properties Trust

By /s/ T. Wilson Eglin                         

Name: T. Wilson Eglin

Title: Chief Executive Officer

EX-10

Exhibit 10.4

LOCK-UP AND CLAW-BACK AGREEMENT

LOCK-UP AND CLAW-BACK AGREEMENT (this “Agreement”), effective as of December 28, 2006 (the “Effective Date”), by and between Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”) and ________________ (the “Executive”).

WITNESSETH:

WHEREAS, the Board of Trustees of the Company (the “Board”) granted ___________ unvested common shares of the Company to Executive that remain subject to service-based vesting restrictions: (the “Unvested Shares”); and

WHEREAS, the Board has agreed to accelerate the vesting of the Unvested Shares in consideration for Executive’s agreement (i) not to sell the vested common shares of the Company that he receives upon the vesting of the Unvested Shares (the “Vested Shares”) until the dates set forth on Exhibit A; and (ii) to return to the Company the Vested Shares in the event that Executive’s fraud or intentional misconduct directly or indirectly causes (or materially contributes to) a material financial restatement prior to the dates set forth on Exhibit A, whether such restatement is required by law.

NOW, THEREFORE, in order to accomplish these objectives and in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:

1.Vesting of Unvested Shares. As of the Effective Date, Executive shall become fully vested in the Unvested Shares.

2.Lock-Up Agreement. Executive shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value, or otherwise agree to engage in any of the foregoing transactions with respect to, the number of Vested Shares set forth on Exhibit A without the prior written consent of the Company. The restriction in the preceding sentence shall be in effect until the dates set forth on Exhibit A.

3.Claw-Back Agreement. Executive shall return to the Company the number of Vested Shares set forth on Exhibit A if a court having jurisdiction in the matter in a final adjudication from which there is no further right of appeal determines that Executive has engaged in fraud, or intentional misconduct that directly or indirectly causes, in whole or in part, the need for a material financial restatement by the Company prior to dates set forth on Exhibit A.

4.Notices. Any notices required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, postage prepaid, to the following addresses:

If to Executive:

[insert Executive’s contact information]

If to the Company:

Lexington Corporate Properties Trust

One Penn Plaza, Suite 4015

New York, NY 10119-4015

Attention: Compensation Committee Chairman

With a copy to: Joseph S. Bonventre

with a copy to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55^th Street

New York, NY 10022

Attention: Mark Schonberger, Esq.

5. General.

(a)Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York applicable to contracts executed and to be performed entirely within said State.

(b)Construction and Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

(c)Taxes. The Executive acknowledges that he shall be solely responsible for the satisfaction of any taxes that may arise, and that the Company shall not have any obligation whatsoever to pay such taxes. The Company shall withhold from the Vested Shares any applicable withholding taxes payable to federal, state, local or foreign taxing authorities. The Company shall have no obligation to indemnify or hold Executive harmless from any taxes he may incur from any amounts payable under this Agreement.

(d)Entire Agreement; Modification. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and undertakings, both written and oral, between the Company and the Executive.

(e)Waiver. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or

 

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subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct.

(f)Headings. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(g)Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement effective as of the day and year first written above.

Date: _______________________ LEXINGTON CORPORATE PROPERTIES TRUST

_______________________

Name: Joseph S. Bonventre

Title: Authorized Officer

EXECUTIVE

Date: _______________________ _______________________

[insert Executive’s name]

 

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Exhibit A

Number of Vested Shares subject to Lock-Up/Claw-Back	Expiration of Lock-Up/Claw-Back
	January 1, 2008
	January 1, 2009
	January 1, 2010
	January 1, 2011

 

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