UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
September 30, 2013
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LEXINGTON REALTY TRUST
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(Exact name of registrant as specified in its charter)
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Maryland
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1-12386
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13-3717318
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One Penn Plaza, Suite 4015, New York, New York
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10119-4015
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(Address of principal executive offices)
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(Zip Code)
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(212) 692-7200
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Second Amended and Restated Credit Agreement
On September 30, 2013, Lexington Realty Trust, which we refer to as the Trust, entered into the First Amendment to the Second Amended and Restated Credit Agreement, which we refer to as the Credit Agreement Amendment, among the Trust, Lepercq Corporate Income Fund L.P., or LCIF, and Lepercq Corporate Income Fund II L.P., or LCIF II, each of the lenders a party thereto, and KeyBank National Association, or KeyBank, as administrative agent. The Credit Agreement Amendment (1) releases all of the guarantees under the Second Amended and Restated Credit Agreement provided by certain subsidiaries of the Trust and (2) requires that future subsidiaries that incur or guaranty recourse indebtedness guaranty the obligations of the Trust, LCIF and LCIF II under the Second Amended and Restated Credit Agreement. LCIF and LCIF II continue to be obligors under the Second Amended and Restated Credit Agreement. The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the Credit Agreement Amendment attached as Exhibit 10.1 to this Current Report.
Amendment to Term Loan Agreement
On September 30, 2013, the Trust entered into the First Amendment to the Amended and Restated Term Loan Agreement, which we refer to as the Term Loan Agreement Amendment, among the Trust, LCIF and LCIF II, each of the lenders a party thereto, and Wells Fargo Bank, National Association, or Wells Fargo, as administrative agent. The Term Loan Agreement Amendment (1) releases all of the guarantees under the Amended and Restated Term Loan provided by certain subsidiaries of the Trust and (2) requires that future subsidiaries that incur or guaranty recourse indebtedness guaranty the obligations of the Trust, LCIF and LCIF II under the Amended and Restated Term Loan Agreement. LCIF and LCIF II continue to be obligors under the Amended and Restated Term Loan Agreement. The foregoing description of the Term Loan Agreement Amendment is qualified in its entirety by reference to the Term Loan Agreement Amendment attached as Exhibit 10.2 to this Current Report.
Tenth Supplemental Indenture
On September 30, 2013, the Trust entered into a Tenth Supplemental Indenture, among the Trust, LCIF, LCIF II, and U.S. Bank National Association, or U.S. Bank, as trustee, which supplements the Indenture dated as of January 29, 2007, as supplemented by the First Supplemental Indenture, dated as of January 29, 2007, the Second Supplemental Indenture, dated as of March 9, 2007, the Third Supplemental Indenture, dated as of June 19, 2007, the Fourth Supplemental Indenture, dated as of December 31, 2008, the Fifth Supplemental Indenture, dated as of June 9, 2009, the Sixth Supplemental Indenture, dated as of January 26, 2010, the Seventh Supplement Indenture, dated as of September 28, 2012, the Eighth Supplemental Indenture, dated as of February 13, 2013, and the Ninth Supplemental Indenture, dated as of May 6, 2013, which we collectively refer to as the 2007 Indenture.
The Tenth Supplemental Indenture provides for the removal of all subsidiary guarantors under the 2007 Indenture, with the exception of LCIF and LCIF II. The Indenture governs the terms of the Trust's 6.00% Convertible Guaranteed Notes due 2030. The foregoing description of the Tenth Supplemental Indenture is qualified in its entirety by reference to the Tenth Supplemental Indenture attached as Exhibit 4.1 to this Current Report.
First Supplemental Indenture
On September 30, 2013, the Trust entered into a First Supplemental Indenture, among the Trust, LCIF, LCIF II, and U.S. Bank, as trustee, which supplements the Indenture dated as of June 10, 2013, which we refer to as the 2013 Indenture.
The First Supplemental Indenture provides for the removal of all subsidiary guarantors under the 2013 Indenture, with the exception of LCIF and LCIF II. The Indenture governs the terms of the Trust's 4.25% Senior Notes due 2023. The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the First Supplemental Indenture attached as Exhibit 4.2 to this Current Report.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
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4.1
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Tenth Supplemental Indenture, dated as of September 30, 2013, among the Trust, certain subsidiaries of Trust signatories thereto, and U.S. Bank, as trustee.
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4.2
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First Supplemental Indenture, dated as of September 30, 2013, among the Trust, certain subsidiaries of Trust signatories thereto, and U.S. Bank, as trustee.
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10.1
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First Amendment to Second Amended and Restated Credit Agreement, dated as of September 30, 2013, among the Trust, LCIF and LCIF II, jointly and severally as borrowers, KeyBank, as agent, and each of the financial institutions a signatory thereto together with their assignees.
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10.2
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First Amendment to Amended and Restated Term Loan Agreement, dated as of September 30, 2013, among the Trust, LCIF and LCIF II, jointly and severally as borrowers, Wells Fargo, as agent, and each of the financial institutions a signatory thereto together with their assignees.
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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.
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Lexington Realty Trust
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Date: October 3, 2013
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By:
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/s/ T. Wilson Eglin
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T. Wilson Eglin
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Chief Executive Officer
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Exhibit Index
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4.1
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Tenth Supplemental Indenture, dated as of September 30, 2013, among the Trust, certain subsidiaries of Trust signatories thereto, and U.S. Bank National Association, as trustee.
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4.2
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First Supplemental Indenture, dated as of September 30, 2013, among the Trust, certain subsidiaries of Trust signatories thereto, and U.S. Bank National Association, as trustee.
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10.1
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First Amendment to Second Amended and Restated Credit Agreement, dated as of September 30, 2013, among the Trust, LCIF and LCIF II, jointly and severally as borrowers, KeyBank, as agent, and each of the financial institutions a signatory thereto together with their assignees.
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10.2
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First Amendment to Amended and Restated Term Loan Agreement, dated as of September 30, 2013, among the Trust, LCIF and LCIF II, jointly and severally as borrowers, Wells Fargo, as agent, and each of the financial institutions a signatory thereto together with their assignees.
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LEXINGTON REALTY TRUST,
Issuer,
CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST,
Subsidiary Guarantors,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
TENTH SUPPLEMENTAL INDENTURE
Dated as of September 30, 2013
6.00% Convertible Guaranteed Notes due 2030
TENTH SUPPLEMENTAL INDENTURE
THIS TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), is entered into as of September 30, 2013, among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Issuer”), certain subsidiaries of the Issuer signatories hereto (including subsidiaries of the Issuer subsequently becoming guarantors, the “Subsidiary Guarantors” or the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 100 Wall Street, Suite 1600, New York, New York 10005.
WHEREAS, the Issuer, Guarantors and the Trustee entered into that certain Indenture, dated as of January 29, 2007 (the “Original Indenture”), relating to the Issuer's unsecured debt securities authenticated and delivered under the Original Indenture;
WHEREAS, pursuant to Section 301 of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee established the terms of a series of Securities entitled the “5.45% Exchangeable Guaranteed Notes due 2027” of the Issuer in respect of which the Subsidiary Guarantors were guarantors (the “5.45% Notes”) pursuant to that First Supplemental Indenture, dated as of January 29, 2007, among the Issuer, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”);
WHEREAS, pursuant to Section 2.02 of the First Supplemental Indenture and Section 303 of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee increased the aggregate principal amount of the 5.45% Notes by the issuance of Additional Notes pursuant to that Second Supplemental Indenture, dated as of March 9, 2007, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Second Supplemental Indenture”);
WHEREAS, pursuant to Section 901(9) of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee amended certain provisions of the Indenture to correct a provision in the Indenture which was defective or inconsistent with another provision therein pursuant to that Third Supplemental Indenture, dated as of June 19, 2007, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Third Supplemental Indenture”);
WHEREAS, pursuant to Section 901(1) of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee amended certain provisions of the Indenture to evidence the succession of Lexington Realty Trust to The Lexington Master Limited Partnership and the assumption by Lexington Realty Trust of the covenants of the Issuer, therein and in the Securities pursuant to that Fourth Supplemental Indenture, dated as of December 31, 2008, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Fourth Supplemental Indenture”);
WHEREAS, the Issuer entered into that certain Credit Agreement, dated as of February 13, 2009 (the “Original Credit Agreement”), among the Issuer, Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P. and Net 3 Acquisition L.P., jointly and severally as borrowers, KeyBank National Association, as agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, pursuant to Sections 901(2) and 1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the Original Credit Agreement became Subsidiary Guarantors pursuant to that Fifth Supplement Indenture, dated as of June 9, 2009, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Fifth Supplement Indenture”);
WHEREAS, pursuant to Section 301 of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee established the terms of a series of Securities entitled the “6.00% Convertible Guaranteed Notes due 2030” of the Issuer in respect of which the Subsidiary Guarantors are guarantors (the “6.00% Notes”) pursuant to that Sixth Supplemental Indenture, dated as of January 26, 2010, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Sixth Supplement Indenture”);
WHEREAS, the Issuer entered into that certain Amended and Restated Credit Agreement, dated as of January 13, 2012 (the “Amended and Restated Credit Agreement”), among the Issuer, Lepercq Corporate Income Fund L.P. (“LCIF”) and Lepercq Corporate Income Fund II L.P. (“LCIFII”), jointly and severally as borrowers, KeyBank National Association, as administrative agent (“KeyBank”), and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, on January 20, 2012, the Issuer repurchased all outstanding 5.45% Notes pursuant to a holder repurchase option and, as a result, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture are of no further force and effect;
WHEREAS, pursuant to Sections 901(2) and 1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the Amended and Restated Credit Agreement became Subsidiary Guarantors pursuant to that Seventh Supplemental Indenture, dated as of September 28, 2012, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Seventh Supplemental Indenture”);
WHEREAS, the Issuer entered into that certain Second Amended and Restated Credit Agreement, dated as of February 12, 2013 (the “New Credit Agreement”), among the Issuer, LCIF and LCIFII, jointly and severally as borrowers, KeyBank, as administrative agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, the Issuer has delivered an Officers' Certificate to the Trustee designating the New Credit Agreement as the Lexington Credit Agreement under the Indenture;
WHEREAS, pursuant to Sections 901(2) and 1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the New Credit Agreement became Subsidiary Guarantors pursuant to that Eighth Supplement Indenture, dated as of February 13, 2013, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Eighth Supplemental Indenture”)
WHEREAS, pursuant to Sections 901(2) and 1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the New Credit Agreement became Subsidiary Guarantors pursuant to that Ninth Supplement Indenture, dated as of May 6, 2013, among the Issuer, the Subsidiary Guarantors and the Trustee (the “Ninth Supplemental Indenture”; and, together with the Original Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplement Indenture and the Eighth Supplemental Indenture, the “Indenture”);
WHEREAS, in connection with First Amendment to the New Credit Agreement, dated as of the date hereof, among the Issuer, LCIF, and LCIFII, jointly and severally as borrowers, and KeyBank, as administrative agent (“New Credit Agreement Amendment”), and as of the date first set forth above, all Subsidiaries of the Issuer that were previously Subsidiary Guarantors, with the exception of LCIF and LCIFII, are no longer Lexington Credit Agreement Obligors (the “Released Subsidiary Guarantors”);
WHEREAS, pursuant to Section 1404 of the Indenture, the Issuer has delivered an Officers' Certificate to the Trustee informing the Trustee of the termination of all of the obligations under the Lexington Credit Agreement of the Released Subsidiary Guarantors, which released such former Subsidiary Guarantors from all of their obligations under the Indenture and its Guarantee and such Guarantee has terminated;
WHEREAS, LCIF and LCIFII remain as borrowers under the Lexington Credit Agreement and their obligations under the Indenture and their Guarantee and such Guarantee continues in accordance with their terms; and
WHEREAS, the Issuer, the Subsidiary Guarantors and the Trustee have duly authorized the execution and delivery of this instrument to amend the Indenture as set forth herein and have done all things necessary to make this instrument a valid agreement of the parties hereto, in accordance with its terms.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Issuer, the Subsidiary Guarantors and the Trustee agree as follows:
ARTICLE ONE
DEFINITIONS
Section 1.1
Definitions
. Capitalized terms used in this instrument and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
ARTICLE TWO
RELEASED SUBSIDIARY GUARANTORS
Section 2.1
Released Guarantors
. Upon the execution and delivery of the New Credit Agreement Amendment, the Released Guarantors are fully, unconditionally and irrevocably released as Subsidiary Guarantors under the Indenture and its Guarantee and such Guarantee is terminated.
ARTICLE THREE
MISCELLANEOUS
Section 3.1
Relation to Original Indenture
. This Tenth Supplemental Indenture supplements the Indenture, and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture, and the Securities issued thereunder shall continue in full force and effect.
Section 3.2
Concerning the Trustee
. The Trustee shall not be responsible for any recital herein (other than as they appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Issuer and the remaining Subsidiary Guarantors, or the validity of the execution by the Issuer or the remaining Subsidiary Guarantors of this Tenth Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.
Section 3.3
Effect of Headings
. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.
Section 3.4
Counterparts
. This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
Section 3.5
Governing Law
. This instrument shall be governed by and construed in accordance with the laws of the State of New York.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed as of the day and year first above written.
ISSUER:
LEXINGTON REALTY TRUST, a Maryland real estate investment trust, as Issuer of the Notes
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By:
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/s/ Joseph S. Bonventre
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Name: Joseph S. Bonventre
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Title: Executive Vice President
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EXISTING SUBSIDARY GUARANTORS:
LEPERCQ CORPORATE INCOME FUND L.P., a Delaware limited partnership, as a Subsidiary Guarantor
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By:
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Lex GP-1 Trust, its general partner, a Delaware statutory trust
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By:
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/s/ Joseph S. Bonventre
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Name: Joseph S. Bonventre
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Title: Vice President
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LEPERCQ CORPORATE INCOME FUND II L.P., a Delaware limited partnership, as a Subsidiary Guarantor
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By:
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Lex GP-1 Trust, its general partner, a Delaware statutory trust
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By:
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/s/ Joseph S. Bonventre
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Name: Joseph S. Bonventre
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Title: Vice President
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[Signature Page to the Tenth Supplemental Indenture]
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
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By:
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/s/ William G. Keenan
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Name: William G. Keenan
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Title: Vice President
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LEXINGTON REALTY TRUST,
as Issuer,
CERTAIN SUBSIDIARIES
OF
LEXINGTON REALTY TRUST,
as Guarantors,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 30, 2013
4.25% Senior Notes due 2023
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is entered into as of September 30, 2013, among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Issuer”), certain subisidiaries of the issue signatories hereto (including subsidiaries of the Issuer subsequently becoming guarantors, the “Subsidiary Guarantors” or the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 100 Wall Street, Suite 1600, New York, New York 10005.
WHEREAS, the Issuer, Guarantors and the Trustee entered into that certain Indenture, dated as of June 10, 2013 (the “Original Indenture”), relating to a series of the Issuer's Securities entitled the “4.25% Senior Notes due 2023” of the Issuer in respect of which the Guarantors are guarantors (the “4.25% Notes”);
WHEREAS, the Issuer entered into that certain Second Amended and Restated Credit Agreement, dated as of February 12, 2013 (the “Principal Credit Agreement”), among the Issuer, Lepercq Corporate Income Fund L.P. and Lepercq Corporate Income Fund II L.P., jointly and severally as borrowers, KeyBank National Association, as administrative agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, in connection with the First Amendment to the Principal Credit Agreement, dated as of the date hereof, among the Issuer, LCIF, and LCIFII, jointly and severally as borrowers, and KeyBank, as administrative agent (“Principal Credit Agreement Amendment”), and as of the date first set forth above, all Subsidiaries of the Issuer that were previously Guarantors, with the exception of LCIF and LCIFII, are no longer Principal Credit Agreement Obligors (the “Released Guarantors”);
WHEREAS, pursuant to Section 15.03 of the Indenture, the Issuer has delivered an Officers' Certificate to the Trustee informing the Trustee of the termination of all of the obligations under the Principal Credit Agreement of the Released Guarantors, which released such former Guarantors from all of their obligations under the Indenture and its Guarantee and such Guarantee has terminated;
WHEREAS, LCIF and LCIFII remain as borrowers under the Lexington Credit Agreement and their obligations under the Indenture and their Guarantee and such Guarantee continues in accordance with their terms; and
WHEREAS, the Issuer and the Trustee have duly authorized the execution and delivery of this instrument to amend the Indenture as set forth herein and have done all things necessary to make this instrument a valid agreement of the parties hereto, in accordance with its terms.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Issuer, the remaining Guarantors and the Trustee agree as follows:
ARTICLE ONE
DEFINITIONS
Section 1.1
Definitions
. Capitalized terms used in this instrument and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
ARTICLE TWO
RELEASED GUARANTORS
Section 2.1
Released Guarantors
. Upon the execution and delivery of the Principal Credit Agreement Amendment, the Released Guarantors are fully, unconditionally and irrevocably released as Guarantors under the Indenture and its Guarantee and such Guarantee is terminated.
ARTICLE THREE
MISCELLANEOUS
Section 3.1
Relation to Original Indenture
. This First Supplemental Indenture supplements the Indenture, and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture, and the Securities issued thereunder shall continue in full force and effect.
Section 3.2
Concerning the Trustee
. The Trustee shall not be responsible for any recital herein (other than as they appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Issuer and the remaining Guarantors, or the validity of the execution by the Issuer or the remaining Guarantors of this First Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.
Section 3.3
Effect of Headings
. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.
Section 3.4
Counterparts
. This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
Section 3.5
Governing Law
. This instrument shall be governed by and construed in accordance with the laws of the State of New York.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.
ISSUER:
LEXINGTON REALTY TRUST, a Maryland real estate investment trust, as Issuer of the Notes
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By:
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/s/ Joseph S. Bonventre
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Name: Joseph S. Bonventre
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Title: Executive Vice President
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EXISTING GUARANTORS:
LEPERCQ CORPORATE INCOME FUND L.P., a Delaware limited partnership, as a Subsidiary Guarantor
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By:
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Lex GP-1 Trust, its general partner, a Delaware statutory trust
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By:
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/s/ Joseph S. Bonventre
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Name: Joseph S. Bonventre
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Title: Vice President
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LEPERCQ CORPORATE INCOME FUND II L.P., a Delaware limited partnership, as a Subsidiary Guarantor
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By:
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Lex GP-1 Trust, its general partner, a Delaware statutory trust
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By:
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/s/ Joseph S. Bonventre
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Name: Joseph S. Bonventre
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Title: Vice President
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[Signature Page to the First Supplemental Indenture]
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
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By:
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/s/ William G. Keenan
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Name: William G. Keenan
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Title: Vice President
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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is effective as of September 30, 2013, by and among LEXINGTON REALTY TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Trust”), LEPERCQ CORPORATE INCOME FUND L.P., a limited partnership formed under the laws of the State of Delaware (“LCIF”), and LEPERCQ CORPORATE INCOME FUND II L.P., a limited partnership formed under the laws of the State of Delaware (collectively with the Trust and LCIF, the “Borrowers” and each a “Borrower”), each of the Lenders party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (the “Agent”).
WHEREAS, the Borrowers, the Lenders, the Agent and certain other parties have entered into that certain Second Amended and Restated Credit Agreement dated as of February 12, 2013 (as amended and in effect immediately prior to the date hereof, the “Credit Agreement”); and
WHEREAS, the Borrower, the Lenders and the Agent 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 the Credit Agreement is amended as follows:
(a)
The definition of Guarantor is hereby deleted in its entirety and shall be replaced by the following:
““
Guarantor
” means any Person that is a party to the Guaranty as a “Guarantor”.”
(b)
The definition of Mortgage Receivable is hereby deleted in its entirety and shall be replaced by the following:
““
Mortgage Receivable
” means a promissory note made by a Person other than a Borrower or one of its Subsidiaries that is secured by a Mortgage of which a Borrower or one of their respective Subsidiaries is the holder and retains the rights of collection of all payments thereunder.”
(c)
The definition of Permitted Liens is hereby amended by deleting subsection (f) thereof and replace same with the following:
“(f) Liens in favor of a Borrower or a Guarantor securing obligations owed by a Subsidiary to such Borrower or such Guarantor;”
(d)
The definition of Property Subsidiary is hereby deleted in its entirety and shall be replaced by the following:
““
Property Subsidiary”
means a Subsidiary, the Equity Interests of which are wholly-owned, directly or indirectly by a Borrower and that directly owns or leases a Borrowing Base Asset.”
(e)
The following definition is hereby inserted in appropriate alphabetical order in Article I of the Credit Agreement:
““
Recourse Indebtedness
” means with respect to a Person, Indebtedness for borrowed money that is not Nonrecourse Indebtedness.”
(f)
Section 7.12 of the Credit Agreement is hereby deleted in its entirety and shall be replaced by the following:
““Section 7.12
Guarantors
.
(a) Within ten (10) Business Days following the date on which any of the following conditions first applies to any Subsidiary of a Borrower (other than another Borrower) that is not already a Guarantor, the Borrower Representative shall deliver to the Agent each of the following in form and substance reasonably satisfactory to the Agent: (i) an Accession Agreement (or if at any time all Guarantors have been released from the Guaranty and as a result of such releases the Guaranty has terminated, a Guaranty substantially in the form of the Exhibit H) executed by such Subsidiary, and (ii) the items that would have been delivered under Section 5.1.(a)(iv) through (a)(viii) and Section 5.1.(a)(xiv) had any such Subsidiary been a Guarantor on the Agreement Date, with each reference to “Agreement Date” in such subsections deemed to be a reference to the date the Accession Agreement referenced in the immediately preceding clause (i) is delivered to the Agent:
(A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Trust, a Borrower or any Subsidiary of the Trust or a Borrower; or
(B) (i) such Subsidiary owns any asset the value of which is included in Borrowing Base Assets Pool and (ii) such Subsidiary (or any other Subsidiary that directly or indirectly owns an Equity Interest in such Subsidiary) has incurred, acquired or suffered to exist any Recourse Indebtedness.
(b) The Borrower Representative may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the
same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (iv) the Agent shall have received such written request at least 5 Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower Representative to the Agent of any such request shall constitute a representation by each Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.
(g)
Sections 7.15 and Section 7.16 of the Credit Agreement are hereby deleted in their entirety and shall be replaced by the following:
““
Section 7.15
Addition of Borrowing Base Assets
.
(a) Subject to compliance with this Section 7.15(a), the Borrowers may from time to time elect to have a Property added as a Borrowing Base Asset. In such event, the Borrower Representative shall provide to the Agent written notice thereof (each an “Addition Notice”), no later than 10:00 a.m. on the Business Day on which the Borrowers wish to have such Property added as a Borrowing Base Asset, such Addition Notice to (i) identify the Property proposed to be added as a Borrowing Base Asset, (ii) set forth the calculation of the amount of Net Operating Income and Value attributable to such proposed Property to be reflected on the Borrowing Base Certificate, and (iii) certify that such Property is an Eligible Unencumbered Property and complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. Together with the Addition Notice, the Borrower Representative shall deliver to the Agent a pro forma Borrowing Base Certificate. With respect to any Property which the Borrowers have requested be added as a Borrowing Base Asset, Borrowers shall be deemed to represent and warrant hereunder that such Property is an Eligible Unencumbered Property and all of the representations and warranties as set forth on Exhibit J hereto are true and correct with respect to such Property. Promptly upon receipt of an Addition Notice and the pro forma Borrowing Base Certificate, the Agent shall provide copies thereof to each Lender. If an Addition Notice has been delivered together with the other documentation in compliance with this Section 7.15(a), the subject Property shall thereupon become a Borrowing Base Asset upon execution and delivery of all of the documents required to be provided under the immediately following subsection (b), if any.
(b) If any Property Subsidiary that owns or leases a Property for which an Addition Notice has been provided (or any Subsidiary that
owns, directly or indirectly, any Equity Interests of such Property Subsidiary) is required (or will be required upon the addition of such Property as a Borrowing Base Asset) to be Guarantor under Section 7.12 and such Person is not already a Guarantor, such Property shall not become a Borrowing Base Asset until the Borrowers shall have caused to be executed and delivered to the Agent the following (if not previously delivered to the Agent), each to be in form and substance reasonably satisfactory to the Agent:
(i) an Accession Agreement (or if at any time all Guarantors have been released from the Guaranty and as a result of such releases the Guaranty has terminated, a Guaranty substantially in the form of the Exhibit H) executed by each such Property Subsidiary or other Person;
(ii) Such information as the Agent or any Lender may request with respect to any such Person becoming a Loan Party in connection with such Property becoming a Borrowing Base Asset, in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and
(iii) All of the items that would have been required to be delivered to the Agent under Section 5.1.(a)(iv) through (a)(viii) and Section 5.1.(a)(xiv) had any such Subsidiary becoming a Guarantor been a Loan Party on the Effective Date.
Section 7.16
Removal of Borrowing Base Assets
.
(a) So long as no Default or Event of Default exists or would result therefrom, the Borrowers may from time to time elect to have a Property no longer considered to be a Borrowing Base Asset. In such event, the Borrowers shall provide to the Agent written notice thereof (each a “Removal Request”) on the Business Day on which the Borrowers wish to have such Property no longer considered to be a Borrowing Base Asset, such Removal Request to (i) identify the Property to be no longer considered a Borrowing Base Asset, (ii) set forth the calculation of the amount of Net Operating Income and Value attributable to such Borrowing Base Asset, and (iii) have attached thereto a pro forma Borrowing Base Certificate. Provided that no Default or Event of Default exists or would result therefrom, such Borrowing Base Asset shall cease to be a Borrowing Base Asset hereunder and the Agent shall provide prompt written notice of such removal to each Lender.
(b) Notwithstanding any other provision of this Agreement or the other Loan Documents but subject at all times to the provisions of Section 9.1, 9.3, 9.5, 9.6 and 9.7, the Agent and the Lenders acknowledge and agree that in the event any Guarantor shall own a Property which is not intended to be a Borrowing Base Asset, such Guarantor shall be permitted to sell, finance, encumber or otherwise transfer such Property without the
approval of the Agent or the Lenders and without the requirement of any payment hereunder.”
(h)
Section 9.5(b) of the Credit Agreement is hereby deleted in its entirety and shall be replaced by the following:
“(b) Investments to acquire Equity Interests of a Subsidiary or any other Person who after giving effect to such acquisition would be a Subsidiary, so long as in each case (i) immediately prior to such Investment, and after giving effect thereto, no Default or Event of Default is or would be in existence and (ii) if such Subsidiary is (or after giving effect to such Investment would be) required to become a Guarantor under Section 7.12, the terms and conditions set forth in Section 7.12 are satisfied;”
Section 2
Conditions Precedent
. The effectiveness of this Amendment and the release of the Guarantors under Section 3 below, 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 the Lenders; and
(b)
Evidence that each of the Guarantors released under Section 3 below are concurrently released as guarantors under (i) the Existing Term Loan Agreement, (ii) the Indenture dated as of January 29, 2007, among Lexington Realty Trust, as the issuer, certain subsidiaries of Lexington Realty Trust, as subsidiary guarantors and U.S. Bank National Association, as trustee, and all guaranties executed in connection therewith, (iii) the Indenture dated as of June 10, 2013, among Lexington Realty Trust, as issuer, certain subsidiaries of Lexington Realty Trust, as guarantors and U.S. Bank National Association, as trustee, and all guaranties executed in connection therewith, and (iv) any other guaranty to which such Guarantor is a party on the date of this Amendment.
Section 3
Release
. Upon the effectiveness of this Amendment as provided in Section 2 above, the Agent and the Lenders agree that the Guarantors set forth on Schedule I attached hereto shall be released as Guarantor under the Guaranty.
Section 4
Representations
. Each Borrower represents and warrants to the Agent and each Lender as follows:
(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 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 the duly authorized officers 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 each Borrower in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally (whether in a proceeding in law or equity).
(b)
Compliance with Laws, etc
. The execution and delivery by each Borrower of this Amendment 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 relating to any Borrower; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Borrower or any indenture, agreement or other instrument to which any Borrower is a party or by which it or any of its 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 the Borrower.
(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.
(d)
Guarantors
. As of the effective date of this Amendment and after giving effect thereto, no Subsidiary is required to be a Guarantor pursuant to Section 7.12 of the Credit Agreement as amended by this Amendment.
Section 5
Reaffirmation of Representations by Borrowers
. Each Borrower hereby repeats and reaffirms all representations and warranties made by such Borrowers 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
6
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
7
Expenses
. The Borrower shall reimburse the Agent upon demand for all reasonable out-of-pocket costs and expenses (including attorneys’ fees) actually incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
Section
8
Benefits
. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, and shall be deemed a Loan Document.
Section
9
GOVERNING LAW
. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE (INCLUDING, FOR SUCH PURPOSE, SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK).
Section
10
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 amendment contained herein shall be deemed to have prospective application only.
Section
11
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
12
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]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Second Amended and Restated Credit Agreement to be executed as of the date first above written.
LEXINGTON REALTY TRUST
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By:
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/s/ Joseph S. Bonventre
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Name:
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Joseph Bonventre
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Title:
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Executive Vice President
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LEPERCQ CORPORATE INCOME FUND L.P.
LEPERCQ CORPORATE INCOME FUND II L.P.
Each By: LEX GP-1 Trust, its sole general partner
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By:
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/s/ Joseph S. Bonventre
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Name:
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Joseph Bonventre
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Title:
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Vice President
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[Signatures Continue on Next Page]
[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
KEYBANK NATIONAL ASSOCIATION, as Agent and as a Lender
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By:
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/s/ Jane E. McGrath
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Jane E. McGrath
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Vice President
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[Signatures Continue on Next Page]
[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
WELLS FARGO BANK, N.A.
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By:
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/s/ D. Bryan Gregory
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D. Bryan Gregory
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Director
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
PNC BANK NATIONAL ASSOCIATION
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By:
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/s/ Luis Donoso
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Luis Donoso
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Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
BANK OF AMERICA, N.A.
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By:
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/s/ Kurt Mathison
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Kurt Mathison
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Senior Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Gordon Clough
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Gordon Clough
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Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
RBS CITIZENS, N.A.
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By:
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/s/ David R. Jablonowski
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David R. Jablonowski
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Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
TD BANK, N.A.
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By:
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/s/ Brian Welch
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Brian Welch
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Senior Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
CAPITAL ONE, N.A.
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By:
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/s/ Frederick H. Denecke
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Frederick H. Denecke
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Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
JPMORGAN CHASE BANK, N.A.
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By:
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/s/ Rita Lai
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Rita Lai
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Senior Credit Banker
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
REGIONS BANK
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By:
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/s/ Kerri L.Raines
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Kerri L. Raines
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Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
FIFTH THIRD BANK
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By:
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/s/ Casey Gehrig
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Casey Gehrig
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Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
BARCLAYS BANK PLC
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By:
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/s/ Nicholas Versandi
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Nicholas Versandi
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Assistant Vice President
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[Signature Page to First Amendment to Second Amended and Restated Credit Agreement
with Lexington Realty Trust et al.]
BRANCH BANK AND TRUST COMPANY
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By:
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/s/ Ahaz Armstrong
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Ahaz Armstrong
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Assistant Vice President
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SCHEDULE 1
RELEASED GUARANTORS
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Acquiport 550 Manager LLC
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Acquiport 600 Manager LLC
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Acquiport Brea L.P.
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Acquiport Brea Manager LLC
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Acquiport Lake Mary 550 LLC
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Acquiport Lake Mary 600 LLC
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Acquiport Laurens LLC
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Acquiport Milford LLC
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Acquiport Temperance LLC
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Acquiport Winchester LLC
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Acquiport Winchester Manager LLC
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Federal Southfield Limited Partnership
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Lex Chillicothe GP LLC
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Lex Chillicothe L.P.
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Lex Eugene GP LLC
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Lex Eugene L.P.
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Lex GP Holding LLC
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Lex GP-1 Trust
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Lex Houston L.P.
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Lex Houston GP LLC
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Lex Jessup GP LLC
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Lex Jessup L.P.
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Lex LP-1 Trust
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Lex Meridian L.P.
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Lex Meridian GP LLC
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Lex Missouri City GP LLC
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Lex Missouri City L.P.
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Lex Phoenix GP LLC
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Lex Phoenix L.P.
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Lex Rock Hill GP LLC
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Lex Rock Hill L.P.
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Lex Shreveport GP LLC
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Lex Shreveport L.P.
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Lex St. Joseph GP LLC
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Lex St. Joseph L.P.
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Lex Suncap HP L.P.
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Lex Suncap HP GP LLC
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Lex Westerville GP LLC
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Lex Westerville L.P.
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Lex-Eastgar GP LLC
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Lex-Eastgar L.P.
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Lexington Acquiport Colinas L.P.
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Lexington Acquiport Company, LLC
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Lexington Acquiport Fishers LLC
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Lexington Acquiport Sierra LLC
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Lexington Allen L.P.
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Lexington Allen Manager LLC
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Lexington American Way LLC
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Lexington Antioch LLC
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Lexington Antioch Manager LLC
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Lexington Bristol GP LLC
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Lexington Arlington L.P.
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Lexington Arlington Manager LLC
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Lexington Bristol L.P.
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Lexington Bulverde L.P.
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Lexington Bulverde Manager LLC
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Lexington Canton LLC
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Lexington Centennial LLC
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Lexington Centennial Manager LLC
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Lexington Collierville L.P.
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Lexington Collierville Manager LLC
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Lexington Columbus GP LLC
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Lexington Columbus L.P.
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Lexington Columbus (Jackson Street) L.P.
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Lexington Columbus (Jackson Street) Manager LLC
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Lexington Dulles LLC
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Lexington Dulles Manager LLC
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Lexington Duncan L.P.
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Lexington Duncan Manager LLC
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Lexington Durham LLC
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Lexington Durham Limited Partnership
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Lexington Florence LLC
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Lexington Florence Manager LLC
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Lexington Fort Meyers L.P.
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Lexington Fort Meyers Manager LLC
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Lexington Fort Mill LLC
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Lexington Fort Mill Manager LLC
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Lexington Fort Mill II LLC
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Lexington Fort Mill II Manager LLC
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Lexington Foxboro I LLC
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Lexington Foxboro II LLC
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Lexington Gears L.P.
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Lexington Gears Manager LLC
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Lexington Glendale LLC
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Lexington Glendale Manager LLC
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Lexington High Point LLC
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Lexington High Point Manager LLC
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Lexington Honolulu L.P.
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Lexington Honolulu Manager LLC
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Lexington Knoxville LLC
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Lexington Knoxville Manager LLC
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Lexington Lake Forest L.P.
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Lexington Lake Forest Manager LLC
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Lexington Lakewood L.P.
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Lexington Lakewood Manager LLC
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Lexington Lion Cary GP LLC
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Lexington Las Vegas (VEGPOW) L.P.
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Lexington Las Vegas (VEGPOW) Manager LLC
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Lexington Lion Cary L.P.
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Lexington Lion Plymouth GP LLC
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Lexington Lion Plymouth L.P.
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Lexington Livonia L.L.C.
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Lexington Louisville L.P.
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Lexington Louisville Manager LLC
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Lexington Marshall LLC
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Lexington Memphis (JVF) L.P.
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Lexington Memphis (JVF) Manager LLC
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Lexington Millington L.P.
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Lexington Millington Manager LLC
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Lexington Minneapolis LLC
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Lexington MLP Westerville L.P.
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Lexington MLP Westerville Manager LLC
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Lexington Moody LLC
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Lexington Moody L.P
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Lexington OC LLC
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Lexington Olive Branch LLC
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Lexington Olive Branch Manager LLC
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Lexington Palm Beach LLC
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Lexington Realty Advisors, Inc.
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Lexington Redmond LLC
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Lexington Redmond Manager LLC
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Lexington Shelby GP LLC
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Lexington Shelby L.P.
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Lexington Sky Harbor LLC
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Lexington Southfield LLC
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Lexington Tampa GP LLC
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Lexington Tampa L.P.
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Lexington Tempe L.P.
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Lexington Tempe Manager LLC
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Lexington Tennessee Holdings L.P.
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Lexington TNI Des Moines L.P.
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Lexington TNI Des Moines Manager LLC
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Lexington TNI Irving L.P.
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Lexington TNI Irving Manager LLC
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Lexington TNI Westlake L.P.
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Lexington TNI Westlake Manager LLC
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Lexington Wallingford LLC
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Lexington Wallingford Manager LLC
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Lexington Waxahachie L.P.
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Lexington Waxahachie Manager LLC
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Lexington/Lion Venture L.P.
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Lex-Property Holdings LLC
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LMLP GP LLC
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LRA Manager Corp.
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LSAC Crossville L.P.
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LSAC Crossville Manager LLC
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LSAC Eau Claire L.P.
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LSAC Eau Claire Manager LLC
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LSAC General Partner LLC
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LSAC Oklahoma City L.P.
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LSAC Oklahoma City Manager LLC
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LSAC Operating Partnership L.P.
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LSAC Pascagoula L.P.
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LSAC Pascagoula Manager LLC
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LXP GP, LLC
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MLP Unit Pledge GP LLC
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MLP Unit Pledge L.P.
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Net 1 Henderson LLC
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Net 1 Phoenix L.L.C.
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Net 2 Cox LLC
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Net 2 Hampton LLC
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Net Lease Strategic Assets Fund L.P.
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Newkirk Altenn GP LLC
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Newkirk Altenn L.P.
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Newkirk Avrem GP LLC
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Newkirk Avrem L.P.
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Newkirk Basot GP LLC
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Newkirk Basot L.P.
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Newkirk Bluff GP LLC
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Newkirk Bluff L.P.
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Newkirk Carolion GP LLC
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Newkirk Carolion L.P.
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Newkirk Clifmar GP LLC
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Newkirk Clifmar L.P.
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Newkirk Croydon GP LLC
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Newkirk Croydon L.P.
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Newkirk Dalhill GP LLC
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Newkirk Dalhill L.P.
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Newkirk Denport GP LLC
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Newkirk Denport L.P.
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Newkirk Elport GP LLC
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Newkirk Elport L.P.
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Newkirk Elway GP LLC
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Newkirk Elway L.P.
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Newkirk Gersant GP LLC
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Newkirk Gersant L.P.
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Newkirk JLE Way GP LLC
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Newkirk JLE Way L.P.
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Newkirk Johab GP LLC
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Newkirk Johab L.P.
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Newkirk Lanmar GP LLC
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Newkirk Lanmar L.P.
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Newkirk Liroc GP LLC
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Newkirk Liroc L.P.
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Newkirk MLP Unit LLC
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Newkirk Salistown GP LLC
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Newkirk Salistown L.P.
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Newkirk Skoob GP LLC
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Newkirk Skoob L.P.
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Newkirk Spokmont GP LLC
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Newkirk Spokmont L.P.
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Newkirk Superwest GP LLC
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Newkirk Superwest L.P.
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Newkirk Syrcar GP LLC
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Newkirk Syrcar L.P.
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Newkirk Walando GP LLC
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Newkirk Walando L.P.
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Newkirk Washtex GP LLC
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Newkirk Washtex L.P.
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NK-CINN Hamilton Property LLC
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NK-CINN Hamilton Property Manager LLC
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NK-Lumberton Property LLC
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NK-Lumberton Property Manager LLC
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NK-ODW/Columbus Property LLC
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NK-ODW/Columbus Property Manager LLC
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NLSAF Jacksonville GP LLC
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NLSAF Jacksonville L.P.
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NLSAF Marshall GP LLC
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NLSAF Marshall L.P.
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NLSAF McDonough L.P.
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NLSAF McDonough Manager LLC
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NLSAF Tampa GP LLC
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NLSAF Tampa L.P.
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Phoenix Hotel Associates Limited Partnership
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Savannah Waterfront Hotel LLC
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Triple Net Investment Company LLC
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Xel Florence GP LLC
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Xel Florence L.P.
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FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”) is effective as of September 30, 2013, by and among LEXINGTON REALTY TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Trust”), LEPERCQ CORPORATE INCOME FUND L.P., a limited partnership formed under the laws of the State of Delaware (“LCIF”), and LEPERCQ CORPORATE INCOME FUND II L.P., a limited partnership formed under the laws of the State of Delaware (collectively with the Trust and LCIF, the “Borrowers” and each a “Borrower”), each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Agent”).
WHEREAS, the Borrowers, the Lenders, the Agent and certain other parties have entered into that certain Amended and Restated Term Loan Agreement dated as of February 12, 2013 (as amended and in effect immediately prior to the date hereof, the “Term Loan Agreement”); and
WHEREAS, the Borrower, the Lenders and the Agent desire to amend certain provisions of the Term Loan 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 Term Loan Agreement
. The parties hereto agree that the Term Loan Agreement is amended as follows:
(a)
The definition of “Guarantor” is hereby deleted in its entirety and shall be replaced by the following:
“
Guarantor
” means any Person that is a party to the Guaranty as a “Guarantor”.
(b)
The definition of “LIBOR” is hereby deleted in its entirety and shall be replaced by the following:
“
LIBOR
” means, with respect to any LIBOR Loan for any Interest Period, the rate of interest obtained by dividing (i) the rate of interest, rounded up to the nearest whole multiple of one-hundredth of one percent (0.01%), per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable Interest Period
by
(ii) a percentage equal to 1
minus
the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America). If, for any reason, the rate
referred to in the preceding clause (i) does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then the rate to be used for such clause (i) shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two Business Day prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Any change in the maximum rate or reserves described in the preceding clause (ii) shall result in a change in LIBOR on the date on which such change in such maximum rate becomes effective.
(c)
The definition of “LIBOR Market Index Rate” is hereby deleted in its entirety and shall be replaced by the following:
“
LIBOR Market Index Rate
” means, for any day, LIBOR as of that day that would be applicable for a LIBOR Loan having a one-month Interest Period determined at approximately 10:00 a.m. Central time for such day (rather than 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period as otherwise provided in the definition of “LIBOR”), or if such day is not a Business Day, the immediately preceding Business Day. The LIBOR Market Index Rate shall be determined on a daily basis.
(d)
The definition of “Mortgage Receivable” is hereby deleted in its entirety and shall be replaced by the following:
“
Mortgage Receivable
” means a promissory note made by a Person other than a Borrower or one of its Subsidiaries that is secured by a Mortgage of which a Borrower or one of their respective Subsidiaries is the holder and retains the rights of collection of all payments thereunder.
(e)
The definition of “Permitted Liens” is hereby amended by deleting subsection (f) thereof and replace same with the following:
(f) Liens in favor of a Borrower or a Guarantor securing obligations owed by a Subsidiary to such Borrower or such Guarantor;
(f)
The definition of “Property Subsidiary” is hereby deleted in its entirety and shall be replaced by the following:
“
Property Subsidiary”
means a Subsidiary, the Equity Interests of which are wholly-owned, directly or indirectly by a Borrower and that directly owns or leases a Borrowing Base Asset.
(g)
The following definition is hereby inserted in appropriate alphabetical order in Article I of the Term Loan Agreement:
“
Recourse Indebtedness
” means with respect to a Person, Indebtedness for borrowed money that is not Nonrecourse Indebtedness.
(h)
Section 7.12. of the Term Loan Agreement is hereby deleted in its entirety and shall be replaced by the following:
Section 7.12.
Guarantors
.
(a)
Within ten (10) Business Days following the date on which any of the following conditions first applies to any Subsidiary of a Borrower (other than another Borrower) that is not already a Guarantor, the Borrower Representative shall deliver to the Agent each of the following in form and substance reasonably satisfactory to the Agent: (i) an Accession Agreement (or if at any time all Guarantors have been released from the Guaranty and as a result of such releases the Guaranty has terminated, a Guaranty substantially in the form of the Exhibit H) executed by such Subsidiary, and (ii) the items that would have been delivered under Section 5.1(a)(iii) through (a)(vii) and Section 5.1(a)(xiv) had any such Subsidiary been a Guarantor on the Agreement Date, with each reference to “Agreement Date” in such subsections deemed to be a reference to the date the Accession Agreement referenced in the immediately preceding clause (i) is delivered to the Agent:
(A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Trust, a Borrower or any Subsidiary of the Trust or a Borrower; or
(B) (i) such Subsidiary owns any asset the value of which is included in Borrowing Base Assets Pool and (ii) such Subsidiary (or any other Subsidiary that directly or indirectly owns an Equity Interest in such Subsidiary) has incurred, acquired or suffered to exist any Recourse Indebtedness.
(b)
The Borrower Representative may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; (iii) the representations and warranties made or deemed made by each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been
true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (iv) the Agent shall have received such written request at least 5 Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower Representative to the Agent of any such request shall constitute a representation by each Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.
(i)
Sections 7.15 and Section 7.16 of the Term Loan Agreement are hereby deleted in their entirety and shall be replaced by the following:
Section 7.15
Addition of Borrowing Base Assets
.
(a)
Subject to compliance with this Section 7.15(a), the Borrowers may from time to time elect to have a Property added as a Borrowing Base Asset. In such event, the Borrower Representative shall provide to the Agent written notice thereof (each an “Addition Notice”), no later than 10:00 a.m. on the Business Day on which the Borrowers wish to have such Property added as a Borrowing Base Asset, such Addition Notice to (i) identify the Property proposed to be added as a Borrowing Base Asset, (ii) set forth the calculation of the amount of Net Operating Income and Value attributable to such proposed Property to be reflected on the Borrowing Base Certificate, and (iii) certify that such Property is an Eligible Unencumbered Property and complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. Together with the Addition Notice, the Borrower Representative shall deliver to the Agent a pro forma Borrowing Base Certificate. With respect to any Property which the Borrowers have requested be added as a Borrowing Base Asset, Borrowers shall be deemed to represent and warrant hereunder that such Property is an Eligible Unencumbered Property and all of the representations and warranties as set forth on Exhibit J hereto are true and correct with respect to such Property. Promptly upon receipt of an Addition Notice and the pro forma Borrowing Base Certificate, the Agent shall provide copies thereof to each Lender. If an Addition Notice has been delivered together with the other documentation in compliance with this Section 7.15(a), the subject Property shall thereupon become a Borrowing Base Asset upon execution and delivery of all of the documents required to be provided under the immediately following subsection (b), if any.
(b)
If any Property Subsidiary that owns or leases a Property for which an Addition Notice has been provided (or any Subsidiary that owns, directly or indirectly, any Equity Interests of such Property Subsidiary) is required (or will be required upon the addition of such Property as a Borrowing Base Asset) to be Guarantor under Section 7.12
and such Person is not already a Guarantor, such Property shall not become a Borrowing Base Asset until the Borrowers shall have caused to be executed and delivered to the Agent the following (if not previously delivered to the Agent), each to be in form and substance reasonably satisfactory to the Agent:
(i)
an Accession Agreement (or if at any time all Guarantors have been released from the Guaranty and as a result of such releases the Guaranty has terminated, a Guaranty substantially in the form of the Exhibit H) executed by each such Property Subsidiary or other Person;
(ii)
Such information as the Agent or any Lender may request with respect to any such Person becoming a Loan Party in connection with such Property becoming a Borrowing Base Asset, in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and
(iii)
All of the items that would have been required to be delivered to the Agent under Section 5.1(a)(iii) through (a)(vii) and Section 5.1(a)(xiv) had any such Subsidiary becoming a Guarantor been a Loan Party on the Effective Date.
Section 7.16
Removal of Borrowing Base Assets
.
(a)
So long as no Default or Event of Default exists or would result therefrom, the Borrowers may from time to time elect to have a Property no longer considered to be a Borrowing Base Asset. In such event, the Borrowers shall provide to the Agent written notice thereof (each a “Removal Request”) on the Business Day on which the Borrowers wish to have such Property no longer considered to be a Borrowing Base Asset, such Removal Request to (i) identify the Property to be no longer considered a Borrowing Base Asset, (ii) set forth the calculation of the amount of Net Operating Income and Value attributable to such Borrowing Base Asset, and (iii) have attached thereto a pro forma Borrowing Base Certificate. Provided that no Default or Event of Default exists or would result therefrom, such Borrowing Base Asset shall cease to be a Borrowing Base Asset hereunder and the Agent shall provide prompt written notice of such removal to each Lender.
(b)
Notwithstanding any other provision of this Agreement or the other Loan Documents but subject at all times to the provisions of Section 9.1, 9.3, 9.5, 9.6 and 9.7, the Agent and the Lenders acknowledge and agree that in the event any Guarantor shall own a Property which is not intended to be a Borrowing Base Asset, such Guarantor shall be permitted to sell, finance, encumber or otherwise transfer such Property without the approval of the Agent or the Lenders and without the requirement of any payment hereunder.
(j)
Section 9.5(b) of the Term Loan Agreement is hereby deleted in its entirety and shall be replaced by the following:
(b)
Investments to acquire Equity Interests of a Subsidiary or any other Person who after giving effect to such acquisition would be a Subsidiary, so long as in each case (i) immediately prior to such Investment, and after giving effect thereto, no Default or Event of Default is or would be in existence and (ii) if such Subsidiary is (or after giving effect to such Investment would be) required to become a Guarantor under Section 7.12, the terms and conditions set forth in Section 7.12 are satisfied;
Section 2
Conditions Precedent
. The effectiveness of this Amendment and the release of the Guarantors under Section 3 below, 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 the Lenders; and
(b)
Evidence that each of the Guarantors released under Section 3 below are concurrently released as guarantors under (i) the Revolving Credit Agreement, (ii) the Indenture dated as of January 29, 2007, among Lexington Realty Trust, as the issuer, certain subsidiaries of Lexington Realty Trust, as subsidiary guarantors and U.S. Bank National Association, as trustee, and all guaranties executed in connection therewith, (iii) the Indenture dated as of June 10, 2013, among Lexington Realty Trust, as issuer, certain subsidiaries of Lexington Realty Trust, as guarantors and U.S. Bank National Association, as trustee, and all guaranties executed in connection therewith, and (iv) any other guaranty to which such Guarantor is a party on the date of this Amendment.
Section 3
Release
. Upon the effectiveness of this Amendment as provided in Section 2 above, the Agent and the Lenders agree that each of the Guarantors set forth on Schedule I attached hereto shall be released as a Guarantor under the Guaranty.
Section 4
Representations
. Each Borrower represents and warrants to the Agent and each Lender as follows:
(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 obligations hereunder and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the duly authorized officers of each Borrower and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of each Borrower enforceable against each Borrower in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally (whether in a proceeding in law or equity).
(b)
Compliance with Laws, etc
. The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of this Amendment and the Term Loan 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 relating to any Borrower; (ii) conflict with, result in a breach of or constitute a default under the
organizational documents of any Borrower or any indenture, agreement or other instrument to which any Borrower is a party or by which it or any of its 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 the Borrower.
(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.
(d)
Guarantors
. As of the effective date of this Amendment and after giving effect thereto, no Subsidiary is required to be a Guarantor pursuant to Section 7.12 of the Term Loan Agreement as amended by this Amendment.
Section 5
Reaffirmation of Representations by Borrowers
. Each Borrower hereby repeats and reaffirms all representations and warranties made by such Borrowers to the Agent and the Lenders in the Term Loan 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
6
Certain References
. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.
Section
7
Expenses
. The Borrower shall reimburse the Agent upon demand for all reasonable out-of-pocket costs and expenses (including attorneys’ fees) actually incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
Section
8
Benefits
. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section
9
GOVERNING LAW
. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE (INCLUDING, FOR SUCH PURPOSE, SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK).
Section
10
Effect
. Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendment contained herein shall be deemed to have prospective application only.
Section
11
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
12
Definitions
. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Amended and Restated Term Loan Agreement to be executed as of the date first above written.
LEXINGTON REALTY TRUST
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By:
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/s/ Joseph S. Bonventre
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Name:
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Joseph Bonventre
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Title:
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Executive Vice President
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LEPERCQ CORPORATE INCOME FUND L.P.
LEPERCQ CORPORATE INCOME FUND II L.P.
Each By: LEX GP-1 Trust, its sole general partner
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By:
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/s/ Joseph S. Bonventre
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Name:
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Joseph Bonventre
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Title:
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Vice President
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[Signatures Continue on Next Page]
[Signature Page to First Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Agent and as a Lender
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By:
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/s/ D. Bryan Gregory
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D. Bryan Gregory
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Director
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[Signatures Continue on Next Page]
[Signature Page to First Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
KEYBANK NATIONAL ASSOCIATION
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By:
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/s/ Jane E. McGrath
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Jane E. McGrath
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Vice President
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[Signature Page to First Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
REGIONS BANK
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By:
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/s/ Kerri L. Raines
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Kerri L. Raines
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Vice President
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[Signature Page to First Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
CAPITAL ONE, N.A.
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By:
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/s/ Frederick H. Denecke
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Frederick H. Denecke
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Vice President
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[Signature Page to First Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
PNC BANK NATIONAL ASSOCIATION
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By:
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/s/ Luis Donoso
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Luis Donoso
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Vice President
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[Signature Page to First Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
TD BANK, N.A.
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By:
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/s/ Brian Welch
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Brian Welch
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Senior Vice President
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[Signature Page to First Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
BRANCH BANK AND TRUST COMPANY
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By:
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/s/ Ahaz Armstrong
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Ahaz Armstrong
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Assistant Vice President
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SCHEDULE 1
RELEASED GUARANTORS
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1
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Acquiport 550 Manager LLC
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2
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Acquiport 600 Manager LLC
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3
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Acquiport Lake Mary 550 LLC
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4
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Acquiport Lake Mary 600 LLC
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5
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Acquiport Laurens LLC
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6
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Acquiport Milford LLC
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7
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Acquiport Temperance LLC
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8
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Acquiport Winchester LLC
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9
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Acquiport Winchester Manager LLC
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10
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Federal Southfield Limited Partnership
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11
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Lex Chillicothe GP LLC
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12
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Lex Chillicothe L.P.
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13
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Lex Eugene GP LLC
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14
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Lex Eugene L.P.
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15
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Lex GP Holding LLC
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16
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Lex GP-1 Trust
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17
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Lex Jessup GP LLC
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18
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Lex Jessup L.P.
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19
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Lex LP-1 Trust
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20
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Lex Missouri City GP LLC
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21
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Lex Missouri City L.P.
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22
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Lex Phoenix GP LLC
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23
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Lex Phoenix L.P.
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24
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Lex Rock Hill GP LLC
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25
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Lex Rock Hill L.P.
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26
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Lex Shreveport GP LLC
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27
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Lex Shreveport L.P.
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28
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Lex St. Joseph GP LLC
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29
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Lex St. Joseph L.P.
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30
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Lex Westerville GP LLC
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31
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Lex Westerville L.P.
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32
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Lex-Eastgar GP LLC
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33
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Lex-Eastgar L.P.
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34
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Lexington Acquiport Colinas L.P.
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35
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Lexington Acquiport Company, LLC
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36
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Lexington Acquiport Sierra LLC
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37
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Lexington Allen L.P.
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38
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Lexington Allen Manager LLC
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39
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Lexington American Way LLC
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40
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Lexington Antioch LLC
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41
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Lexington Antioch Manager LLC
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42
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Lexington Bristol GP LLC
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43
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Lexington Bristol L.P.
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44
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Lexington Bulverde L.P.
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45
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Lexington Bulverde Manager LLC
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46
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Lexington Canton LLC
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47
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Lexington Centennial LLC
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48
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Lexington Centennial Manager LLC
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49
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Lexington Collierville L.P.
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50
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Lexington Collierville Manager LLC
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51
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Lexington Columbus GP LLC
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52
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Lexington Columbus L.P.
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53
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Lexington Dulles LLC
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54
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Lexington Dulles Manager LLC
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55
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Lexington Duncan L.P.
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56
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Lexington Duncan Manager LLC
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57
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Lexington Durham LLC
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58
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Lexington Durham Limited Partnership
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59
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Lexington Florence LLC
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60
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Lexington Florence Manager LLC
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61
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Lexington Fort Mill LLC
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62
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Lexington Fort Mill Manager LLC
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63
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Lexington Foxboro I LLC
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64
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Lexington Glendale LLC
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65
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Lexington Glendale Manager LLC
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66
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Lexington High Point LLC
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67
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Lexington High Point Manager LLC
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68
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Lexington Lake Forest L.P.
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69
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Lexington Lake Forest Manager LLC
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70
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Lexington Lakewood L.P.
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71
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Lexington Lakewood Manager LLC
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72
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Lexington Lion Cary GP LLC
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73
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Lexington Lion Cary L.P.
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74
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Lexington Lion Plymouth GP LLC
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75
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Lexington Lion Plymouth L.P.
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76
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Lexington Livonia L.L.C.
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77
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Lexington Louisville L.P.
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78
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Lexington Louisville Manager LLC
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79
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Lexington Marshall LLC
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80
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Lexington Millington L.P.
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81
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Lexington Millington Manager LLC
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82
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Lexington Minneapolis LLC
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83
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Lexington MLP Westerville L.P.
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84
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Lexington MLP Westerville Manager LLC
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85
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Lexington OC LLC
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86
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Lexington Olive Branch LLC
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87
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Lexington Olive Branch Manager LLC
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88
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Lexington Palm Beach LLC
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89
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Lexington Realty Advisors, Inc.
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90
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Lexington Shelby GP LLC
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91
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Lexington Shelby L.P.
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92
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Lexington Southfield LLC
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93
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Lexington Tampa GP LLC
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94
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Lexington Tampa L.P.
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95
|
Lexington Tennessee Holdings L.P.
|
|
96
|
Lexington TNI Des Moines L.P.
|
|
97
|
Lexington TNI Des Moines Manager LLC
|
|
98
|
Lexington TNI Westlake L.P.
|
|
99
|
Lexington TNI Westlake Manager LLC
|
|
100
|
Lexington Wallingford LLC
|
|
101
|
Lexington Wallingford Manager LLC
|
|
102
|
Lexington Waxahachie L.P.
|
|
103
|
Lexington Waxahachie Manager LLC
|
|
104
|
Lexington/Lion Venture L.P.
|
|
105
|
Lex-Property Holdings LLC
|
|
106
|
LMLP GP LLC
|
|
107
|
LRA Manager Corp.
|
|
108
|
LSAC Crossville L.P.
|
|
109
|
LSAC Crossville Manager LLC
|
|
110
|
LSAC Eau Claire L.P.
|
|
111
|
LSAC Eau Claire Manager LLC
|
|
112
|
LSAC General Partner LLC
|
|
113
|
LSAC Oklahoma City L.P.
|
|
114
|
LSAC Oklahoma City Manager LLC
|
|
115
|
LSAC Operating Partnership L.P.
|
|
116
|
LSAC Pascagoula L.P.
|
|
117
|
LSAC Pascagoula Manager LLC
|
|
118
|
LXP GP, LLC
|
|
119
|
MLP Unit Pledge GP LLC
|
|
120
|
MLP Unit Pledge L.P.
|
|
121
|
Net 1 Henderson LLC
|
|
122
|
Net 1 Phoenix L.L.C.
|
|
123
|
Net 2 Cox LLC
|
|
124
|
Net 2 Hampton LLC
|
|
125
|
Net Lease Strategic Assets Fund L.P.
|
|
|
|
|
|
|
126
|
Newkirk Altenn GP LLC
|
|
127
|
Newkirk Altenn L.P.
|
|
128
|
Newkirk Avrem GP LLC
|
|
129
|
Newkirk Avrem L.P.
|
|
130
|
Newkirk Basot GP LLC
|
|
131
|
Newkirk Basot L.P.
|
|
132
|
Newkirk Bluff GP LLC
|
|
133
|
Newkirk Bluff L.P.
|
|
134
|
Newkirk Carolion GP LLC
|
|
135
|
Newkirk Carolion L.P.
|
|
136
|
Newkirk Clifmar GP LLC
|
|
137
|
Newkirk Clifmar L.P.
|
|
138
|
Newkirk Croydon GP LLC
|
|
139
|
Newkirk Croydon L.P.
|
|
140
|
Newkirk Dalhill GP LLC
|
|
141
|
Newkirk Dalhill L.P.
|
|
142
|
Newkirk Denport GP LLC
|
|
143
|
Newkirk Denport L.P.
|
|
144
|
Newkirk Elport GP LLC
|
|
145
|
Newkirk Elport L.P.
|
|
146
|
Newkirk Elway GP LLC
|
|
147
|
Newkirk Elway L.P.
|
|
148
|
Newkirk Gersant GP LLC
|
|
149
|
Newkirk Gersant L.P.
|
|
150
|
Newkirk JLE Way GP LLC
|
|
151
|
Newkirk JLE Way L.P.
|
|
152
|
Newkirk Johab GP LLC
|
|
153
|
Newkirk Johab L.P.
|
|
154
|
Newkirk Lanmar GP LLC
|
|
155
|
Newkirk Lanmar L.P.
|
|
156
|
Newkirk Liroc GP LLC
|
|
157
|
Newkirk Liroc L.P.
|
|
158
|
Newkirk MLP Unit LLC
|
|
159
|
Newkirk Salistown GP LLC
|
|
160
|
Newkirk Salistown L.P.
|
|
161
|
Newkirk Skoob GP LLC
|
|
162
|
Newkirk Skoob L.P.
|
|
163
|
Newkirk Spokmont GP LLC
|
|
164
|
Newkirk Spokmont L.P.
|
|
165
|
Newkirk Superwest GP LLC
|
|
166
|
Newkirk Superwest L.P.
|
|
167
|
Newkirk Syrcar GP LLC
|
|
168
|
Newkirk Syrcar L.P.
|
|
|
|
|
|
|
169
|
Newkirk Walando GP LLC
|
|
170
|
Newkirk Walando L.P.
|
|
171
|
Newkirk Washtex GP LLC
|
|
172
|
Newkirk Washtex L.P.
|
|
173
|
NK-CINN Hamilton Property LLC
|
|
174
|
NK-CINN Hamilton Property Manager LLC
|
|
175
|
NK-Lumberton Property LLC
|
|
176
|
NK-Lumberton Property Manager LLC
|
|
177
|
NK-ODW/Columbus Property LLC
|
|
178
|
NK-ODW/Columbus Property Manager LLC
|
|
179
|
NLSAF Jacksonville GP LLC
|
|
180
|
NLSAF Jacksonville L.P.
|
|
181
|
NLSAF Marshall GP LLC
|
|
182
|
NLSAF Marshall L.P.
|
|
183
|
NLSAF McDonough L.P.
|
|
184
|
NLSAF McDonough Manager LLC
|
|
185
|
NLSAF Tampa GP LLC
|
|
186
|
NLSAF Tampa L.P.
|
|
187
|
Phoenix Hotel Associates Limited Partnership
|
|
188
|
Savannah Waterfront Hotel LLC
|
|
189
|
Triple Net Investment Company LLC
|
|
190
|
Xel Florence GP LLC
|
|
191
|
Xel Florence L.P.
|
|
192
|
Acquiport Brea Manager LLC
|
|
193
|
Lexington TNI Irving Manager LLC
|
|
194
|
Lexington Gears Manager LLC
|
|
195
|
Lexington Tempe Manager LLC
|
|
196
|
Acquiport Brea L.P.
|
|
197
|
Lexington TNI Irving L.P.
|
|
198
|
Lexington Gears L.P.
|
|
199
|
Lexington Tempe L.P.
|
|
200
|
Lexington Acquiport Fishers LLC
|
|
201
|
Lexington Arlington Manager LLC
|
|
202
|
Lexington Redmond Manager LLC
|
|
203
|
Lexington Moody LLC
|
|
204
|
Lexington Fort Mill II Manager LLC
|
|
205
|
Lexington Arlington L.P.
|
|
206
|
Lexington Moody L.P.
|
|
207
|
Lexington Fort Mill II LLC
|
|
208
|
Lexington Redmond LLC
|
|
209
|
Lexington Foxboro II LLC
|
|
210
|
Lexington Knoxville Manager LLC
|
|
211
|
Lex Houston GP LLC
|
|
|
|
|
|
|
212
|
Lexington Columbus (Jackson Street) Manager LLC
|
|
213
|
Lexington Las Vegas (VEGPOW) Manager LLC
|
|
214
|
Lexington Memphis (JVF) Manager LLC
|
|
215
|
Lex Houston L.P.
|
|
216
|
Lexington Columbus (Jackson Street) L.P.
|
|
217
|
Lexington Las Vegas (VEGPOW) L.P.
|
|
218
|
Lexington Memphis (JVF) L.P.
|
|
219
|
Lexington Knoxville LLC
|
|
220
|
Lexington Sky Harbor LLC
|
|
221
|
Lexington Fort Meyers Manager LLC
|
|
222
|
Lex Meridian GP LLC
|
|
223
|
Lex Suncap HP GP LLC
|
|
224
|
Lexington Fort Meyers L.P.
|
|
225
|
Lex Meridian L.P.
|
|
226
|
Lex Suncap HP L.P.
|