0001444838-12-000053.txt : 20120622 0001444838-12-000053.hdr.sgml : 20120622 20120622172118 ACCESSION NUMBER: 0001444838-12-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120622 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120622 DATE AS OF CHANGE: 20120622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON REALTY TRUST CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 12923146 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4015 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: (212) 692-7200 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4015 CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST DATE OF NAME CHANGE: 19980625 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC DATE OF NAME CHANGE: 19930816 8-K 1 lxpform8k62212.htm LXP FORM 8K 6.22.12




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): June 22, 2012

LEXINGTON REALTY TRUST
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
1-12386
13-3717318
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
One Penn Plaza, Suite 4015, New York, New York
10119-4015
(Address of principal executive offices)
(Zip Code)
    

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

                                    
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing 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 Credit Agreement

On June 22, 2012, Lexington Realty Trust, which we refer to as the Trust, entered into the First Amendment to Amended and Restated Agreement, which we refer to as the Credit Agreement Amendment, by and 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 party thereto, and KeyBank National Association, or KeyBank, as administrative agent. The Credit Agreement Amendment amends Section 9.2 of the Amended and Restated Credit Agreement, dated as of January 13, 2012, by and among the Trust, LCIF, and LCIF II, jointly and severally as borrowers, KeyBank, as agent, and each of the financial institutions initially a signatory thereto, which we refer to as the Credit Agreement, to add that the Trust may redeem its Preferred Equity Interests (as defined in the Credit Agreement) under the stated exceptions to certain restricted payments so long as no default or event of default under the Credit Agreement would result therefrom. This exception permits the Trust to redeem its Preferred Equity Interests without reference to the other stated exceptions. The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report.
 
Amendment to Term Loan Agreement

On June 22, 2012, the Trust entered into the First Amendment to Term Loan Agreement, which we refer to as the Term Loan Agreement Amendment, by and among the Trust, LCIF and LCIF II, each of the lenders party thereto, and Wells Fargo Bank, National Association, or Wells Fargo, as administrative agent. The Term Loan Agreement Amendment amends Section 9.2 of the Term Loan Agreement, dated as of January 13, 2012, by and among the Trust, LCIF and LCIF II, jointly and severally as borrowers, Wells Fargo, as agent, and each of the financial institutions initially a signatory thereto, to add that the Trust may redeem its Preferred Equity Interests (as defined in the Term Loan Agreement) under the stated exceptions to certain restricted payments so long as no default or event of default under the Term Loan Agreement would result therefrom. This exception permits the Trust to redeem its Preferred Equity Interests without reference to the other stated exceptions. The foregoing description of the Term Loan Agreement Amendment is qualified in its entirety by reference to the Term Loan Agreement Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report.



Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

10.1    First Amendment to Amended and Restated Agreement, dated as of June 22, 2012, by and among Lexington Realty Trust, Lepercq Corporate Income Fund L.P., and Lepercq Corporate Income Fund II L.P., each of the lenders party thereto, and KeyBank National Association, as administrative agent.

10.2    First Amendment to Term Loan Agreement, dated as of June 22, 2012, by and among Lexington Realty Trust, Lepercq Corporate Income Fund L.P., and Lepercq Corporate Income Fund II L.P., each of the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.





SIGNATURES

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


 
 
Lexington Realty Trust
 
 
 
 
 
 
Date: June 22, 2012
 
By:/s/ Patrick Carroll
 
 
     Patrick Carroll
 
 
     Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 



    





Exhibit Index

10.1    First Amendment to Amended and Restated Agreement, dated as of June 22, 2012, by and among Lexington Realty Trust, Lepercq Corporate Income Fund L.P., and Lepercq Corporate Income Fund II L.P., each of the lenders party thereto, and KeyBank National Association, as administrative agent.

10.2    First Amendment to Term Loan Agreement, dated as of June 22, 2012, by and among Lexington Realty Trust, Lepercq Corporate Income Fund L.P., and Lepercq Corporate Income Fund II L.P., each of the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.




EX-10.1 2 lxpex10162212.htm LXP EX10.1 6.22.12


        
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT


This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT (this “Amendment”) dated as of June 22, 2012, but effective as of January 13, 2012, 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 Amended and Restated Credit Agreement dated as of January 13, 2012 (as 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 effective as of January 13, 2012, by deleting the word “and” at the end of Section 9.2(e), replacing the “.” at the end of Section 9.2(f) with “; and” and adding the following new subsection (g) immediately following Section 9.2(f):

(g)    The Trust may redeem its Preferred Equity Interests.

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

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

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

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

Section 3. Representations. 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.








(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.

Section 4. 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 5. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 6. Expenses. The 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 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 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 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendment contained herein shall be deemed to be effective as of January 13, 2012.

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

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








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


LEXINGTON REALTY TRUST


By: /s/ Joseph S. Bonventre            
Name: Joseph Bonventre
Title: Executive Vice President


LEPERCQ CORPORATE INCOME FUND L.P.
LEPERCQ CORPORATE INCOME FUND II L.P.

Each By: LEX GP-1 Trust, its sole general partner


By: /s/ Joseph S. Bonventre            
Name:     Joseph Bonventre
Title:     Vice President






























[Signatures Continue on Next Page]







[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


KEYBANK NATIONAL ASSOCIATION, as Agent and as a Lender

By:
/s/ Jane E. McGrath
Name:
Jane E. McGrath
Title:
Vice President








[Signatures Continue on Next Page]






[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


WELLS FARGO BANK, NATIONAL ASSOCIATION


By:
/s/ D. Bryan Gregory
Name:
D. Bryan Gregory
Title:
Director
    























[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


U.S. BANK NATIONAL ASSOCIATION


By:
/s/ Gordon Clough
Name:
Gordon Clough
Title:
Vice President
    








[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


BANK OF AMERICA, N.A.


By:
/s/ Kurt Mathison
Name:
Kurt Mathison
Title:
Senior Vice President








[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


PNC BANK, N.A.


By:
/s/ Luis Donoso
Name:
Luis Donoso
Title:
Vice President
    






[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


REGIONS BANK


By:
/s/ Kerri Raines
Name:
Kerri Raines
Title:
Vice President
    






[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


ROYAL BANK OF CANADA


By:
/s/ Dan LePage
Name:
Dan LePage
Title:
Authorized Signatory
    








[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


RBS CITIZENS, N.A. d/b/a CHARTER ONE


By:
/s/ Donald Woods
Name:
Donald Woods
Title:
Senior Vice President
    







[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


BARCLAYS BANK PLC


By:
/s/ Diane Rolfe
Name:
Diane Rolfe
Title:
Director
    






[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


COMPASS BANK


By:
/s/ Don Byerly
Name:
Don Byerly
Title:
Senior Vice President
    






[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


CAPITAL ONE, N.A.


By:
/s/ Frederick H. Denecke
Name:
Frederick H. Denecke
Title:
Vice President
    






[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


BRANCH BANKING AND TRUST COMPANY


By:
/s/ Ahaz A. Armstrong
Name:
Ahaz A. Armstrong
Title:
Assistant Vice President
    






[Signature Page to First Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


TD BANK, N.A.


By:
/s/ Brian Welch
Name:
Brian Welch
Title:
Senior Vice President
    






EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT


THIS GUARANTOR ACKNOWLEDGEMENT dated as of June ___, 2012 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”) and each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).

WHEREAS, 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”), the Lenders, the Agent and certain other parties have entered into that certain Amended and Restated Credit Agreement dated as of January 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of January 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrowers' obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

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

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

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

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

Section 2. Governing Law. THIS ACKNOWLEDGMENT 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 3. Counterparts. This Acknowledgement 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.

[Signatures on Next Page]

A-1






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


GUARANTORS:

LEXINGTON ACQUIPORT COMPANY, LLC
LEXINGTON DUNCAN MANAGER LLC
LEXINGTON MLP WESTERVILLE MANAGER LLC
LEXINGTON LAC LENEXA GP LLC
LEXINGTON LAKEWOOD MANAGER LLC
LEXINGTON MILLINGTON MANAGER LLC
LEXINGTON COLUMBUS GP LLC
LEX CHILLICOTHE GP LLC
LEX WESTERVILLE GP LLC
LEX ROCK HILL GP LLC
LEXINGTON ALLEN MANAGER LLC

Each By: Lexington Realty Trust, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Executive Vice President


ACQUIPORT 550 MANAGER LLC
ACQUIPORT 600 MANAGER LLC
ACQUIPORT WINCHESTER MANAGER LLC

Each By: Lexington Acquiport Company, LLC, its sole member

By: Lexington Realty Trust, its sole member
By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


LEX LP-1 TRUST

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


[Signatures Continue on Next Page]


A-2





[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]

LEX GP-1 TRUST

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

PHOENIX HOTEL ASSOCIATES LIMITED PARTNERSHIP

By:     Lepercq Corporate Income Fund II L.P.,
its sole general partner

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

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON BRISTOL GP LLC
LEXINGTON DULLES MANAGER LLC

Each By: Phoenix Hotel Associates Limited Partnership,
its sole member

By:     Lepercq Corporate Income Fund II L.P.,
its sole general partner

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

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON SHELBY GP LLC
LEXINGTON TAMPA GP LLC

Each By: Lepercq Corporate Income Fund II L.P.,
its sole member

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

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

[Signatures Continue on Next Page]

A-3






[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]

LEXINGTON FLORENCE MANAGER LLC
LEXINGTON FORT STREET TRUSTEE LLC
LEXINGTON HONOLULU MANAGER LLC
LEXINGTON SOUTHFIELD LLC
LEXINGTON TOY TRUSTEE LLC
LEXINGTON OLIVE BRANCH MANAGER LLC
LEXINGTON LAKE FOREST MANAGER LLC
LEXINGTON WALLINGFORD MANAGER LLC
LEXINGTON HIGH POINT MANAGER LLC
LEXINGTON COLLIERVILLE MANAGER LLC
LEXINGTON LOUISVILLE MANAGER LLC
LEXINGTON TNI WESTLAKE MANAGER LLC

Each By: Lepercq Corporate Income Fund L.P., its sole member

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

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEX GP HOLDING LLC

By: MLP Manager Corp., its sole manager

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

ACQUIPORT SIERRA MANAGER CORP.

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON ACQUIPORT SIERRA LLC

By: Acquiport Sierra Manager Corp., its sole manager

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

[Signatures Continue on Next Page]

A-4






[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]


NEWKIRK ALTENN GP LLC
NEWKIRK AVREM GP LLC
NEWKIRK BASOT GP LLC
NEWKIRK CAROLION GP LLC
NEWKIRK CLIFMAR GP LLC
NEWKIRK DALHILL GP LLC
NEWKIRK ELWAY GP LLC
NEWKIRK GERSANT GP LLC
NEWKIRK JACWAY GP LLC
NEWKIRK JLE WAY GP LLC
NEWKIRK JOHAB GP LLC
NEWKIRK LANMAR GP LLC
NEWKIRK LIROC GP LLC
NEWKIRK ORPER GP LLC
NEWKIRK SALISTOWN GP LLC
NEWKIRK SUNWAY GP LLC
NEWKIRK SUPERWEST GP LLC
NEWKIRK WALANDO GP LLC
NEWKIRK WASHTEX GP LLC

Each By: MLP Manager Corp., its sole manager

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEX-PROPERTY HOLDINGS LLC

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

NK-ODW/COLUMBUS PROPERTY MANAGER LLC
NK-LUMBERTON PROPERTY MANAGER LLC
NK-CINN HAMILTON PROPERTY MANAGER LLC

Each By: Lex-Property Holdings LLC, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

[Signatures Continue on Next Page]

A-5






[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]


LSAC GENERAL PARTNER LLC

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LSAC OPERATING PARTNERSHIP L.P.

By: LSAC General Partner LLC, its sole general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LSAC CROSSVILLE MANAGER LLC

By: LSAC Operating Partnership L.P., its sole member

By: LSAC General Partner LLC, its sole general partner
By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LXP I TRUST

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LXP I, L.P.

By: LXP I Trust, its sole general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


[Signatures Continue on Next Page]


A-6






[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]

LEXINGTON REALTY ADVISORS, INC.

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON WAXAHACHIE MANAGER LLC

By: Lexington Realty Advisors, Inc., its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON DURHAM INC.

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

NEWKIRK MLP UNIT LLC

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

MLP UNIT PLEDGE GP LLC

By: Newkirk MLP Unit LLC, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

[Signatures Continue on Next Page]


A-7





MLP UNIT PLEDGE L.P.

By: MLP Unit Pledge GP LLC, its sole general partner

By: Newkirk MLP Unit LLC, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON/LION VENTURE L.P.

By: LXP GP LLC, general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON LION CARY GP LLC

By: Lexington/Lion Venture L.P., member

By: LXP GP LLC, general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


LXP GP LLC

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President




A-8


EX-10.2 3 lxpex10262212.htm LXP EX10.2 6.22.12



FIRST AMENDMENT TO TERM LOAN AGREEMENT


This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of June 22, 2012, but effective as of January 13, 2012, 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 Term Loan Agreement dated as of January 13, 2012 (as 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 effective as of January 13, 2012, by deleteing the word “and” at the end of Section 9.2(e), replacing the “.” at the end of Section 9.2(f) with “; and” and adding the following new subsection (g) immediately following Section 9.2(f):

(g)    The Trust may redeem its Preferred Equity Interests.

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

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

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

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

Section 3. Representations. 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.







(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.

Section 4. 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 5. 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 6. 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 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 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 9. 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 be effective as of January 13, 2012.

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

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




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


LEXINGTON REALTY TRUST

By:
/s/ Joseph S. Bonventre
Name:
Joseph S. Bonventre
Title:
Executive Vice President


Lepercq Corporate Income Fund L.P.
Lepercq Corporate Income Fund II L.P.

Each By: LEX GP-1 Trust, its sole general partner

By:
/s/ Joseph S. Bonventre
Name:
Joseph S. Bonventre
Title:
Vice President



























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[Signature Page to First Amendment to Term Loan Agreement with Lexington Realty Trust et al.]


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Lender


By:
/s/ D. Bryan Gregory
Name:
D. Bryan Gregory
Title:
Director








































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[Signature Page to First Amendment to Term Loan Agreement with Lexington Realty Trust et al.]


KEYBANK NATIONAL ASSOCIATION


By:
/s/ Jane E. McGrath
Name:
Jane E. McGrath
Title:
Vice President
    








































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[Signature Page to First Amendment to Term Loan Agreement with Lexington Realty Trust et al.]


REGIONS BANK


By:
/s/ Kerri Raines
Name:
Kerri Raines
Title:
Vice President
    








































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[Signature Page to First Amendment to Term Loan Agreement with Lexington Realty Trust et al.]


CAPITAL ONE, N.A.


By:
/s/ Frederick H. Denecke
Name:
Frederick H. Denecke
Title:
Vice President
    








































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[Signature Page to First Amendment to Term Loan Agreement with Lexington Realty Trust et al.]


BRANCH BANKING AND TRUST COMPANY


By:
/s/ Ahaz A. Armstrong
Name:
Ahaz A. Armstrong
Title:
Assistant Vice President
    








































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[Signature Page to First Amendment to Term Loan Agreement with Lexington Realty Trust et al.]


TD BANK, N.A.


By:
/s/ Brian Welch
Name:
Brian Welch
Title:
Senior Vice President





    
EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT


THIS GUARANTOR ACKNOWLEDGEMENT dated as of June ___, 2012 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”) and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).

WHEREAS, 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”), the Lenders, the Agent and certain other parties have entered into that certain Term Loan Agreement dated as of January 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of January 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrowers' obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Agent and the Lenders are to enter into a First Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Term Loan Agreement on the terms and conditions contained therein; and

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

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

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

Section 2. Governing Law. THIS ACKNOWLEDGMENT 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 3. Counterparts. This Acknowledgement 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.

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

GUARANTORS:

LEXINGTON ACQUIPORT COMPANY, LLC
LEXINGTON DUNCAN MANAGER LLC
LEXINGTON MLP WESTERVILLE MANAGER LLC
LEXINGTON LAC LENEXA GP LLC
LEXINGTON LAKEWOOD MANAGER LLC
LEXINGTON MILLINGTON MANAGER LLC
LEXINGTON COLUMBUS GP LLC
LEX CHILLICOTHE GP LLC
LEX WESTERVILLE GP LLC
LEX ROCK HILL GP LLC
LEXINGTON ALLEN MANAGER LLC

Each By: Lexington Realty Trust, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Executive Vice President


ACQUIPORT 550 MANAGER LLC
ACQUIPORT 600 MANAGER LLC
ACQUIPORT WINCHESTER MANAGER LLC

Each By: Lexington Acquiport Company, LLC, its sole member

By: Lexington Realty Trust, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


LEX LP-1 TRUST

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President



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[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]

LEX GP-1 TRUST

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


PHOENIX HOTEL ASSOCIATES LIMITED PARTNERSHIP

By:     Lepercq Corporate Income Fund II L.P.,
its sole general partner

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

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


LEXINGTON BRISTOL GP LLC
LEXINGTON DULLES MANAGER LLC

Each By: Phoenix Hotel Associates Limited Partnership,
its sole member

By:     Lepercq Corporate Income Fund II L.P.,
its sole general partner

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

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President









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[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]

LEXINGTON SHELBY GP LLC
LEXINGTON TAMPA GP LLC

Each By: Lepercq Corporate Income Fund II L.P.,
its sole member

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

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


LEXINGTON FLORENCE MANAGER LLC
LEXINGTON FORT STREET TRUSTEE LLC
LEXINGTON HONOLULU MANAGER LLC
LEXINGTON SOUTHFIELD LLC
LEXINGTON TOY TRUSTEE LLC
LEXINGTON OLIVE BRANCH MANAGER LLC
LEXINGTON LAKE FOREST MANAGER LLC
LEXINGTON WALLINGFORD MANAGER LLC
LEXINGTON HIGH POINT MANAGER LLC
LEXINGTON COLLIERVILLE MANAGER LLC
LEXINGTON LOUISVILLE MANAGER LLC
LEXINGTON TNI WESTLAKE MANAGER LLC

Each By: Lepercq Corporate Income Fund L.P., its sole member

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

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


LEX GP HOLDING LLC

By: MLP Manager Corp., its sole manager

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

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[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]

ACQUIPORT SIERRA MANAGER CORP.

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

By:______________________
Name:     Joseph S. Bonventre
Title:     Vice President

LEXINGTON ACQUIPORT SIERRA LLC

By: Acquiport Sierra Manager Corp., its sole manager


By:______________________
    Name:     Joseph S. Bonventre
    Title:     Vice President

NEWKIRK ALTENN GP LLC
NEWKIRK AVREM GP LLC
NEWKIRK BASOT GP LLC
NEWKIRK CAROLION GP LLC
NEWKIRK CLIFMAR GP LLC
NEWKIRK DALHILL GP LLC
NEWKIRK ELWAY GP LLC
NEWKIRK GERSANT GP LLC
NEWKIRK JACWAY GP LLC
NEWKIRK JLE WAY GP LLC
NEWKIRK JOHAB GP LLC
NEWKIRK LANMAR GP LLC
NEWKIRK LIROC GP LLC
NEWKIRK ORPER GP LLC
NEWKIRK SALISTOWN GP LLC
NEWKIRK SUNWAY GP LLC
NEWKIRK SUPERWEST GP LLC
NEWKIRK WALANDO GP LLC
NEWKIRK WASHTEX GP LLC

Each By: MLP Manager Corp., its sole manager

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

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[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]

LEX-PROPERTY HOLDINGS LLC

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

NK-ODW/COLUMBUS PROPERTY MANAGER LLC
NK-LUMBERTON PROPERTY MANAGER LLC
NK-CINN HAMILTON PROPERTY MANAGER LLC

Each By: Lex-Property Holdings LLC, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LSAC GENERAL PARTNER LLC

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LSAC OPERATING PARTNERSHIP L.P.

By: LSAC General Partner LLC, its sole general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


LSAC CROSSVILLE MANAGER LLC

By: LSAC Operating Partnership L.P., its sole member

By: LSAC General Partner LLC, its sole general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

    
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[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]

LXP I TRUST

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LXP I, L.P.

By: LXP I Trust, its sole general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON REALTY ADVISORS, INC.

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON WAXAHACHIE MANAGER LLC

By: Lexington Realty Advisors, Inc., its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON DURHAM INC.

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

NEWKIRK MLP UNIT LLC

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

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[Signature Page to Guarantor Acknowledgement for Lexington Realty Trust et al.]


MLP UNIT PLEDGE GP LLC

By: Newkirk MLP Unit LLC, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


MLP UNIT PLEDGE L.P.

By: MLP Unit Pledge GP LLC, its sole general partner

By: Newkirk MLP Unit LLC, its sole member

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON/LION VENTURE L.P.

By: LXP GP LLC, general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LEXINGTON LION CARY GP LLC

By: Lexington/Lion Venture L.P., member

By: LXP GP LLC, general partner

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President

LXP GP LLC

By:
 
Name:
Joseph S. Bonventre
Title:
Vice President


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