0001444838-12-000086.txt : 20121009 0001444838-12-000086.hdr.sgml : 20121008 20121009160250 ACCESSION NUMBER: 0001444838-12-000086 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20120907 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121009 DATE AS OF CHANGE: 20121009 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 121135210 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/A 1 lxpform8-ka10912.htm 8-K/A LXP FORM 8-K/A 10.9.12


SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM 8-K/A
Amendment No. 1


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 7, 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
Number)
 
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)

NOT APPLICABLE
(Former name or former address, if changed since last report)

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

___           Written communications pursuant to Rule 425 under the Securities Act (17 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 October 9, 2012, Lexington Realty Trust, which we refer to as the Trust, entered into the Second Amendment to Amended and Restated Credit 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 as amended by the First Amendment to Amended and Restated Agreement, dated June 22, 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 additional stated exceptions to certain restricted payments so long as no default or event of default under the Credit Agreement would result therefrom. 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 on Form 8-K/A, which we refer to as this Current Report, and incorporated herein by reference.
 
Amendment to Term Loan Agreement
On October 9, 2012, the Trust entered into the Second 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 and as amended by the First Amendment to Term Loan Agreement, dated as of June 22, 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 additional stated exceptions to certain restricted payments so long as no default or event of default under the Term Loan Agreement would result therefrom. 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 and is incorporated herein by reference.

Item 2.01    Completion of Acquisition or Disposition of Assets.
 As disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission, which we refer to as the SEC, by the Trust, on September 13, 2012, which we refer to as the Original Form 8-K, the Trust completed the acquisition of all of the limited partner interests in Net Lease Strategic Assets Fund L.P., which we refer to as NLS, that it did not already own pursuant to the Interest Purchase and Sale Agreement, dated August 31, 2012, among the Trust, LCIF, Inland American (Net Lease) Sub, LLC, LMLP GP LLC, a wholly-owned subsidiary of the Trust, and NLS.
As part of the Original Form 8-K, the Trust indicated that additional financial statements and pro forma financial information under Item 9.01 would be filed no later than 71 calendar days following the date that the Original Form 8-K was required to be filed. This Current Report contains the historical financial statements and pro forma financial information.
The description of the acquisition contained in this Item 2.01 is qualified in its entirety by reference to the full text of the Interest Purchase and Sale Agreement, which was filed as Exhibit 10.1 to the Original Form 8-K and is incorporated into herein by reference.

1



Item 7.01    Regulation FD Disclosure
On October 9, 2012, the Trust filed a preliminary prospectus supplement with the SEC in connection with a proposed underwritten public offering of its shares of beneficial interest, par value $0.0001 per share, classified as common stock, which we refer to as common shares. The offering is being made pursuant to a prospectus supplement and an accompanying prospectus filed as part of an effective shelf registration statement filed with the SEC on Form S-3.
The preliminary prospectus supplement includes a discussion of the Trust's Subsequent to Quarter End Highlights, Acquisition and Development Activity and the proposed Use of Proceeds of the offering as described below, some of which has been previously disclosed.  All references to “we,” “our” and “us” in this “Item 7.01. Regulation FD Disclosure” means the Trust and all entities owned or controlled by the Trust except where it is made clear that the term means only the parent company.

Subsequent to Quarter End Highlights
The following summarizes our significant transactions subsequent to June 30, 2012:
Investments
Acquired Inland American (Net Lease) Sub, LLC’s interest in Net Lease Strategic Assets Fund L.P., which we refer to as NLS, for $9.4 million.  As a result, we now control, including through one of our operating partnership subsidiaries, 100% of NLS.   At August 31, 2012, NLS had cash balances of $8.1 million and approximately $258.0 million of consolidated debt (including approximately $57.5 million of debt that is currently prepayable without penalty).  As of the date of this Current Report, NLS had 40 properties totaling 5.5 million square feet in 23 states, plus a 40% tenant-in-common interest in an office property. 
Entered into a build-to-suit arrangement with an $8.4 million commitment to construct a 52,000 square foot retail property in Opelika, Alabama, which will be net-leased upon completion for a 15-year term.  
Completed a 150,000 square foot build-to-suit office property in Jessup, Pennsylvania for a project cost of $24.9 million.  The property is net-leased for a 15-year term.
Closed on the acquisition of a 99,000 square foot build-to-suit office property in St. Joseph, Missouri for a capitalized cost of $17.6 million.  The property is net-leased for a 15-year term.
Entered into a build-to-suit arrangement with a $42.6 million commitment to construct a 813,000 square foot industrial property in Rantoul, Illinois, which will be net-leased upon completion for a 20-year term.
Entered into a contract, through a joint venture in which we have a minority ownership interest, to acquire a 120,000 square foot retail property in Palm Beach Gardens, Florida for $29.8 million, which will be net-leased at closing for an approximately 15-year term. We can give no assurances that this acquisition will be consummated.
Completed a 52,000 square foot build-to-suit retail property in Valdosta, Georgia for a project cost of approximately $8.7 million. The property is net-leased for a 15-year term.

2



Dispositions
Sold our interest in Pemlex LLC for $13.2 million in connection with a restructuring of Pemlex LLC.  In addition, we (1) entered into a management agreement with the purchaser that provides for a backstop guaranty to a third party who delivered a letter of credit in the amount of $2.5 million as security for “bad boy” acts under the purchaser’s third-party acquisition financing and (2) agreed to deliver a replacement letter of credit, if necessary, in the amount of $2.5 million to the purchaser’s lender during the term of the management agreement.
Sold our interest in three properties to unaffiliated third parties for an aggregate gross sales price of $54.9 million.
Debt
Borrowed an additional $58.0 million on our secured credit facility and $9.0 million on our secured term loan.
Satisfied $88.8 million of non-recourse mortgage debt on seven properties, which had a weighted-average interest rate of 6.28%.
Capital
Declared a regular quarterly dividend/distribution for the quarter ended September 30, 2012, of $0.15 per common share/unit, a 20% increase from the prior quarterly rate of $0.125 per common share/unit. The dividend is payable on October 15, 2012, to common shareholders/unitholders of record as of September 28, 2012. The increase in the dividend caused a corresponding increase in the conversion rate on our 6.00% Convertible Guaranteed Notes due 2030. In addition, we declared dividends of $0.8125 per share of our Series C Preferred Shares and $0.471875 per share of our Series D Preferred Shares. The Series C Preferred Share dividend is payable on November 15, 2012 to shareholders of record as of October 31, 2012. The Series D Preferred Share dividend is payable on October 15, 2012 to shareholders of record as of September 28, 2012.
Leasing
Executed 17 new and extended leases for 1.4 million square feet. First year cash rents on such extended leases are approximately $14.4 million compared to final year cash rents of $11.0 million on such leases.

3



Acquisition and Development Activity
Our acquisition and development activity for 2012 has consisted primarily of build-to-suit transactions whereby we (1) engage in build-to-suit transactions by hiring a developer, or providing funding to a tenant, to develop a property, or (2) provide capital to developers who are engaged in build-to-suit transactions and commit to purchase the property from developers upon completion.
During the six months ended June 30, 2012, we completed the following acquisitions and build-to-suit transactions:
Location
 
Property Type
 
Square Feet (000’s)
 
Capitalized Cost (millions)
 
Date Acquired
 
Approximate Lease Term (Years)
 
Capitalized Cost per Square Foot(4)
Huntington, WV(1)
 
Office
 
69

 
$
12.6

 
1Q 2012
 
15
 
$
182.81

Florence, SC(2)
 
Office
 
32

 
5.1

 
1Q 2012
 
12
 
$
159.18

Missouri City, TX(3)
 
Industrial
 

 
23.0

 
2Q 2012
 
20
 
$

Shreveport, LA(1)
 
Industrial
 
258

 
12.9

 
2Q 2012
 
10
 
$
50.19

 
 
 
 
359

 
$
53.6

 
 
 
 
 
 
(1) We provided capital to the developer and committed to purchase upon completion.
(2) We hired a developer to develop this property.
(3) We acquired 152 acres from an unaffiliated third party.
(4) No leasing costs were incurred.

Subsequent to June 30, 2012, we completed the following build-to-suit transactions:
Location
 
Property Type
 
Square Feet (000’s)
Capitalized Cost (millions)
 
Approximate Lease Term (Years)
 
Capitalized Cost per Square Foot
Saint Joseph, MO(1)
 
Office
 
99

 
$
17.6

 
15
 
$
177.76

Jessup, PA(2)
 
Office
 
150

 
$
20.4

 
15
 
$
136.12

Valdosta, GA(3)
 
Retail
 
52

 
$
8.7

 
15
 
$
167.98

 
 
 
 
301

 
$
46.7

 
 
 


(1) We provided the capital to the developer and committed to purchase upon completion.
(2) We hired a developer to develop this property. In addition, we received $4.5 million from the tenant to construct the property.
(3) We provided the tenant with funds to develop the property.

The following is a summary of our on-going build-to-suit transactions:
Location
 
Property Type
 
Square Feet (000’s)
Capitalized Cost/Maximum Commitment (millions)
 
Estimated Completion/Acquisition Date
Costs Incurred as of June 30, 2012(1) (millions)
Long Island City, NY(2)
 
Industrial
 
143

 
$
46.7

 
1Q 2013
$
16.3

Eugene, OR(3)
 
Office
 
80

 
17.6

 
1Q 2013
1.7

Denver, CO(5)
 
Office
 
163

 
37.6

 
2Q 2013
5.8

Rantoul, IL(6)
 
Industrial
 
813

 
42.6

 
4Q 2013

Opelika, AL(4)
 
Retail
 
52

 
8.4

 
4Q 2012

 
 
 
 
1,251

 
$
152.9

 
 
$
23.8

(1) Balance includes equity credits received.
(2) Joint venture investment with a developer. We are providing the capital to the developer.
(3) We deposited $1.7 million and a $1.6 million letter of credit with the developer and have committed to purchase upon completion.
(4) We are providing the tenant with the funds to develop the property. We incurred costs of $2.1 million on an initial draw in August, 2012.
(5) We hired a developer to develop this property.
(6) We are providing the capital to the developer and have committed to purchase upon completion. We incurred costs of $6.2 million on an initial draw in August, 2012.

4



Use of Proceeds
The preliminary prospectus supplement also discloses that the Trust intends to use the net proceeds from the offering to repay the amounts outstanding on our secured credit facility and a portion of the indebtedness assumed in the NLS acquisition and the balance for general corporate purposes, including, without limitation, unspecified acquisitions.
The information in this Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The information furnished pursuant to this “Item 7.01.  Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Trust under the Exchange Act or Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.

This Current Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not clearly historical in nature are forward-looking, and the words “intends,” “estimates,” “anticipate,” “will,” “expects,” “plans,” and similar expressions are generally intended to identify forward-looking statements. All forward-looking statements involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance or achievements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Trust's Annual Report on Form 10-K for the year ended December 31, 2011 and the Trust's other filings with the SEC.  Copies of the Trust's filings with the SEC are available on our website at www.lxp.com. The Trust has not incorporated by reference into this Current Report the information in, or that can be accessed through the Trust's website, and you should not consider any such information to be a part of this Current Report. All forward-looking statements included in this Current Report are based on information available as of the filing of this Current Report.  The Trust is under no obligation to (and expressly disclaim any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

5



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.
Unaudited condensed consolidated financial information for Net Lease Strategic Assets Fund L.P. is presented in Exhibit 99.1 to this Current Report, which is incorporated herein as follows:
(1)
Unaudited Condensed Consolidated Balance Sheet as of June 30, 2012.
(2)
Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2012 and 2011.
(3)
Unaudited Condensed Consolidated Statement of Changes in Partner's Equity for the six months ended June 30, 2012 and 2011.
(4)
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011.
(5)
Notes to Condensed Consolidated Financial Statements (Unaudited).

(b) Pro Forma Financial Information.
Unaudited pro forma condensed consolidated financial information for Lexington Realty Trust is presented in Exhibit 99.2 to this Current Report, which is incorporated herein as follows:
(1)
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Information.
(2)
Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of June 30, 2012.
(3)
Unaudited Pro Forma Condensed Consolidated Statement of Operations Information for the year ended December 31, 2011.
(4)
Unaudited Pro Forma Condensed Consolidated Statement of Operations Information for the six months ended June 30, 2012.
(5)
Notes to Pro Forma Condensed Consolidated Financial Information (Unaudited).

(d) Exhibits
10.1    Second Amendment to Amended and Restated Credit Agreement, dated as of October 9, 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    Second Amendment to Term Loan Agreement, dated as of October 9, 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.

99.1    Unaudited condensed consolidated balance sheet of Net Lease Strategic Assets Fund L.P. and subsidiaries as of June 30, 2012, and the related unaudited condensed consolidated statements of operations, partner's equity and cash flows for the six months ended June 30, 2012 and 2011 and notes thereto.

99.2    Unaudited pro forma condensed financial information of Lexington Realty Trust as of and for the six months ended June 30, 2012 and for the year ended December 31, 2011 and notes thereto.

6



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: October 9, 2012
By:
/s/ T. Wilson Eglin
 
 
 
T. Wilson Eglin
 
 
 
Chief Executive Officer
 


7



Exhibit Index

10.1    Second Amendment to Amended and Restated Credit Agreement, dated as of October 9, 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    Second Amendment to Term Loan Agreement, dated as of October 9, 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.

99.1    Unaudited condensed consolidated balance sheet of Net Lease Strategic Assets Fund L.P. and subsidiaries as of June 30, 2012, and the related unaudited condensed consolidated statements of operations, partner's equity and cash flows for the six months ended June 30, 2012 and 2011 and notes thereto.

99.2    Unaudited pro forma condensed financial information of Lexington Realty Trust as of and for the six months ended June 30, 2012 and for the year ended December 31, 2011 and notes thereto.

8
EX-10.1 2 exhibit101-creditagreement.htm EXHIBIT EXHIBIT 10.1 - Credit Agreement Amendment

Exhibit 10.1

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This second AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of October 9, 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 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 by deleting the word “and” at the end of 9.2(f), restating Section 9.2(g) in its
entirety as follows and adding the following new subsections (h) and (i) immediately following Section 9.2(g):

(g)    The Trust may redeem or repurchase its Preferred Equity Interests, at par or at a discount;

(h)    The Trust may declare and make Restricted Payments to the extent paid and payable solely in Equity Interests (other than Mandatorily Redeemable Stock) of the Trust; and

(i)    The Trust may make Restricted Payments in the form of cash payments to holders of securities convertible into or exchangeable for common stock of the Trust in connection with the Trust's acquisition of such securities in an aggregate amount not to exceed $20,000,000.00 during the term of this Agreement.

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 have prospective application only.

- 2-



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

Section 11. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.
[Signatures on Next Page]


- 3-



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


LEXINGTON 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 Second 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 Second 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 Second Amendment to Amended and Restated Credit Agreement with Lexington Realty Trust et al.]


U.S. BANK NATIONAL ASSOCIATION


By:
 
 
Name:
 
 
Title:
 







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


REGIONS BANK


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





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


ROYAL BANK OF CANADA


By:
/s/ Joshua Freedman
 
Name:
Joshua Freedman
 
Title:
Authorized Signatory







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


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


By:
 
 
Name:
 
 
Title:
 






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


BARCLAYS BANK PLC


By:
/s/ Michael Mozer
 
Name:
Michael Mozer
 
Title:
Vice President
    





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


FIFTH THIRD BANK


By:
 
 
Name:
 
 
Title:
 
    





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


TD BANK, N.A.


By:
/s/ Brian S. Welch
 
Name:
Brian S. Welch
 
Title:
Sr. Vice President
    







EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT


THIS GUARANTOR ACKNOWLEDGEMENT dated as of October ___, 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 Second 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:

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


LSAC OPERATING PARTNERSHIP L.P.

By:     LSAC General Partner LLC, its sole general partner

By:     LRA Manager Corp., its manager

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-2



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


LEXINGTON ACQUIPORT COMPANY, LLC
LEXINGTON DUNCAN MANAGER LLC
LEXINGTON MLP WESTERVILLE MANAGER LLC
LEXINGTON LAC LENEXA GP LLC
LEXINGTON COLUMBUS GP LLC
LEX WESTERVILLE GP LLC
LEX ROCK HILL GP LLC
LEXINGTON ALLEN MANAGER LLC
LEX CHILLICOTHE GP LLC
LEXINGTON LAKEWOOD MANAGER LLC
LEXINGTON MILLINGTON MANAGER LLC
ACQUIPORT 550 MANAGER LLC
ACQUIPORT 600 MANAGER LLC
ACQUIPORT WINCHESTER MANAGER LLC
LEXINGTON BRISTOL GP LLC
LEXINGTON DULLES MANAGER LLC
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
LEXINGTON SHELBY GP LLC
LEXINGTON TAMPA GP LLC
LEX GP HOLDING LLC
LEX ST. JOSEPH GP LLC

By:     LRA Manager Corp., each of their manager


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.]


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 SALISTOWN GP LLC
NEWKIRK SUNWAY GP LLC
NEWKIRK SUPERWEST GP LLC
NEWKIRK WALANDO GP LLC
NEWKIRK WASHTEX GP LLC
LEXINGTON ACQUIPORT SIERRA LLC
LEX-PROPERTY HOLDINGS LLC
NK-ODW/COLUMBUS PROPERTY MANAGER LLC
NK-LUMBERTON PROPERTY MANAGER LLC
NK-CINN HAMILTON PROPERTY MANAGER LLC
LSAC CROSSVILLE MANAGER LLC
LEXINGTON WAXAHACHIE MANAGER LLC
NEWKIRK MLP UNIT LLC
MLP UNIT PLEDGE GP LLC
LEXINGTON LION CARY GP LLC
LEXINGTON BULVERDE MANAGER LLC
LEXINGTON CENTENNIAL MANAGER LLC
LEXINGTON LION PLYMOUTH GP LLC
LEX JESSUP GP LLC

By:     LRA Manager Corp., each of their 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.]


LEXINGTON REALTY ADVISORS, INC.

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

LEXINGTON DURHAM INC.

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

MLP UNIT PLEDGE L.P.

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

By:     LRA Manager Corp., its manager

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


LEXINGTON/LION VENTURE L.P.

By:     LXP GP LLC, its sole general partner

By:     LRA Manager Corp., its manager

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-5



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


LSAC GENERAL PARTNER LLC

By:     LRA Manager Corp., its manager

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


LXP I TRUST


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


LXP GP LLC

By:    LRA Manager Corp., its manager


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


ACQUIPORT SIERRA MANAGER CORP.


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






A-6
EX-10.2 3 exhibit102-termloanamendme.htm EXHIBIT EXHIBIT 10.2 - Term Loan Amendment

Exhibit 10.2

SECOND AMENDMENT TO TERM LOAN AGREEMENT


This SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of October 9, 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.

(a)    The parties hereto agree that the Term Loan Agreement is amended by restating the second sentence of Section 2.15 in its entirety as follows:

Each such borrowing of Addition Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof (or such other amounts as may be acceptable to the Administrative Agent and the Trust).

(b)    The parties hereto agree that the Term Loan Agreement is amended by deleting the word “and” at the end of Section 9.2(f), restating Section 9.2(g) in its entirety as follows and adding the following new subsections (h) and (i) immediately following Section 9.2(g):

(g)    The Trust may redeem or repurchase its Preferred Equity Interests, at par or at a discount;

(h)    The Trust may declare and make Restricted Payments to the extent paid and payable solely in Equity Interests (other than Mandatorily Redeemable Stock) of the Trust; and

(i)    The Trust may make Restricted Payments in the form of cash payments to holders of securities convertible into or exchangeable for common stock of the Trust in connection with the Trust's acquisition of such securities in an aggregate amount not to exceed $20,000,000 during the term of this Agreement.

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.

-2-


- 3 -
        
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 have prospective application only.

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.


[Signatures on Next Page]


-3-


IN WITNESS WHEREOF, the parties hereto have caused this Second 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 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 Second 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









































[Signatures Continue on Next Page]




[Signature Page to Second 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
    








































[Signatures Continue on Next Page]



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


REGIONS BANK


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








































[Signatures Continue on Next Page]




[Signature Page to Second 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
    








































[Signatures Continue on Next Page]




[Signature Page to Second 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









































[Signatures Continue on Next Page]




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


TD BANK, N.A.


By:
/s/ Brian S. Welch
 
Name:
Brian S. Welch
 
Title:
Sr. Vice President






EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT


THIS GUARANTOR ACKNOWLEDGEMENT dated as of October ___, 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 Second 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.

[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:     

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

LSAC OPERATING PARTNERSHIP L.P.

By: LSAC General Partner LLC, its sole general partner

By: LRA Manager Corp., its manager


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-2



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


LEXINGTON ACQUIPORT COMPANY, LLC
LEXINGTON DUNCAN MANAGER LLC
LEXINGTON MLP WESTERVILLE MANAGER LLC
LEXINGTON LAC LENEXA GP LLC
LEXINGTON COLUMBUS GP LLC
LEX WESTERVILLE GP LLC
LEX ROCK HILL GP LLC
LEXINGTON ALLEN MANAGER LLC
LEX CHILLICOTHE GP LLC
LEXINGTON LAKEWOOD MANAGER LLC
LEXINGTON MILLINGTON MANAGER LLC
ACQUIPORT 550 MANAGER LLC
ACQUIPORT 600 MANAGER LLC
ACQUIPORT WINCHESTER MANAGER LLC
LEXINGTON BRISTOL GP LLC
LEXINGTON DULLES MANAGER LLC
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
LEXINGTON SHELBY GP LLC
LEXINGTON TAMPA GP LLC
LEX GP HOLDING LLC
LEX ST. JOSEPH GP LLC

By: LRA Manager Corp., each of their manager


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.]


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 SALISTOWN GP LLC
NEWKIRK SUNWAY GP LLC
NEWKIRK SUPERWEST GP LLC
NEWKIRK WALANDO GP LLC
NEWKIRK WASHTEX GP LLC
LEXINGTON ACQUIPORT SIERRA LLC
LEX-PROPERTY HOLDINGS LLC
NK-ODW/COLUMBUS PROPERTY MANAGER LLC
NK-LUMBERTON PROPERTY MANAGER LLC
NK-CINN HAMILTON PROPERTY MANAGER LLC
LSAC CROSSVILLE MANAGER LLC
LEXINGTON WAXAHACHIE MANAGER LLC
NEWKIRK MLP UNIT LLC
MLP UNIT PLEDGE GP LLC
LEXINGTON LION CARY GP LLC
LEXINGTON BULVERDE MANAGER LLC
LEXINGTON CENTENNIAL MANAGER LLC
LEXINGTON LION PLYMOUTH GP LLC
LEX JESSUP GP LLC

By: LRA Manager Corp., each of their 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.]


LEXINGTON REALTY ADVISORS, INC.

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

LEXINGTON DURHAM INC.

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

MLP UNIT PLEDGE L.P.

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

By: LRA Manager Corp., its manager

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


LEXINGTON/LION VENTURE L.P.

By: LXP GP LLC, its sole general partner

By: LRA Manager Corp., its manager

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-5



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


LSAC GENERAL PARTNER LLC

By: LRA Manager Corp., its manager

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

LXP I TRUST


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

LXP GP LLC

By: LRA Manager Corp., its manager


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


ACQUIPORT SIERRA MANAGER CORP.


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


A-6
EX-99.1 4 exhibit991-nlsfinancialsta.htm EXHIBIT EXHIBIT 99.1 - NLS Financial Statements 6.30.12

Exhibit 99.1

NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
Condensed Consolidated Financial Statements
Six Months Ended
June 30, 2012 and 2011











NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 
June 30,
 
 
ASSETS:
2012
 
December 31,
 
(unaudited)
 
2011
Real estate, at cost
$
582,940

 
$
586,633

Less accumulated depreciation and amortization
66,790

 
59,430

Real estate investments, net
516,150

 
527,203

Cash and cash equivalents
9,870

 
11,648

Restricted cash
1,608

 
671

Rent receivable -current
705

 
186

Rent receivable -deferred
6,262

 
6,899

Investment in non-consolidated entity
1,680

 
1,642

Deferred leasing costs, net
1,959

 
2,073

Deferred loan and other costs, net
564

 
473

Lease intangibles, net
43,096

 
50,077

Other assets
1,336

 
892

Total assets
$
583,230

 
$
601,764

 
 
 
 
LIABILITIES AND EQUITY:
 
 
 
 
 
 
 
Liabilities:
 
 
 
Mortgage notes payable
$
259,033

 
$
266,136

Accrued interest payable
1,158

 
1,261

Accounts payable and other liabilities
2,246

 
2,277

Deferred revenue-below market leases, net
859

 
1,451

Prepaid rent
2,488

 
1,552

Total Liabilities
265,784

 
272,677

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Redeemable preferred equity
194,032

 
193,522

 
 
 
 
Partners' equity 
123,414

 
135,565

 
 
 
 
Total liabilities and equity
$
583,230

 
$
601,764

 
 
 
 

See accompanying notes to unaudited condensed consolidated financial statements.

2




NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and dollars in thousands)
 
Six months ended June 30,
 
 
2012
 
2011
Gross revenues:
 
 
 
 
Rental
 
$
27,217

 
$
30,571

Tenant reimbursements
 
525

 
383

     Total gross revenues
 
27,742

 
30,954

 
 
 
 
 
Expenses applicable to revenues:
 
 
 
 
     Depreciation and amortization
 
(14,653
)
 
(16,299
)
     Property operating
 
(1,847
)
 
(1,316
)
General and administrative
 
(395
)
 
(151
)
Interest and amortization expense
 
(7,185
)
 
(8,323
)
Non-operating income
 
55

 
65

 
 
 
 
 
Income before state and local taxes, equity in loss of non-consolidated entity and discontinued operations
 
3,717

 
4,930

State and local taxes
 
(167
)
 
(212
)
Equity in loss of non-consolidated entity
 
(215
)
 
(210
)
Net income from continuing operations
 
3,335

 
4,508

Discontinued operations:
 
 
 
 
Income (loss) from discontinued operations
 
36

 
(2,482
)
Provision for income taxes
 

 
(9
)
Impairment charge
 
(553
)
 

Gain on sale of property
 

 
2,732

Total discontinued operations
 
(517
)
 
241

Net income
 
$
2,818

 
$
4,749




See accompanying notes to unaudited condensed consolidated financial statements.


3



NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
(Unaudited and dollars in thousands)
 
 
 
 
 
 
 
Six months ended June 30, 2012
 
Lexington Realty Trust
 
Inland American (Net Lease) Sub, LLC
 
Total Partners' Equity
Balance at December 31, 2011
 
$
16,105

 
$
119,460

 
$
135,565

 
 
 
 
 
 
 
Distributions
 

 
(9,940
)
 
(9,940
)
 
 
 
 
 
 
 
Net income (loss)
 
3,245

 
(427
)
 
2,818

 
 
 
 
 
 
 
Increase in redeemable preferred equity
 
(754
)
 
(4,275
)
 
(5,029
)
 
 
 
 
 
 
 
Balance at June 30, 2012
 
$
18,596

 
$
104,818

 
$
123,414

 
 
 
 
 
 
 
Six months ended June 30, 2011
 
 
 
 
 
 
Balance at December 31, 2010
 
$
11,419

 
$
157,856

 
$
169,275

 
 
 
 
 
 
 
Distributions
 

 
(9,899
)
 
(9,899
)
 
 
 
 
 
 
 
Net income (loss)
 
3,162

 
1,587

 
4,749

 
 
 
 
 
 
 
Increase in redeemable preferred equity
 
(890
)
 
(5,042
)
 
(5,932
)
 
 
 
 
 
 
 
Balance at June 30, 2011
 
$
13,691

 
$
144,502

 
$
158,193



See accompanying notes to unaudited condensed consolidated financial statements.


4



NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and dollars in thousands)
 
Six months ended June 30,
 
 
2012
 
2011
Net cash provided by operating activities
 
$
19,251

 
$
16,730

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Investment in real estate
 
(365
)
 
(6,014
)
Change in restricted cash
 
(937
)
 
(104
)
Leasing costs paid
 

 
(1,334
)
Investment in non-consolidated entity in excess of accumulated earnings
 
(252
)
 

Investment in loan receivable
 
(378
)
 

Net proceeds from sale of property
 
2,635

 

Net cash provided by (used in) investing activities
 
703

 
(7,452
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Principal payments on debt
 
(29,553
)
 
(21,052
)
Proceeds from credit facility
 
22,450

 

Proceeds from notes payable-affiliate
 

 
20,077

Distributions to partners
 
(9,940
)
 
(9,899
)
Preferred equity distributions
 
(4,519
)
 
(1,348
)
Deferred loan costs
 
(170
)
 
(68
)
Net cash used in financing activities
 
(21,732
)
 
(12,290
)
 
 
 
 
 
Change in cash and cash equivalents
 
(1,778
)
 
(3,012
)
 
 
 
 
 
Cash and cash equivalents, at beginning of period
 
11,648

 
8,849

 
 
 
 
 
Cash and cash equivalents, at end of period
 
$
9,870

 
$
5,837


See accompanying notes to unaudited condensed consolidated financial statements.



5

NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2012 and 2011
(Unaudited and dollars in thousands)

(1)
The Partnership and Financial Statement Presentation
Net Lease Strategic Assets Fund L.P., together with its subsidiaries, (“the Partnership”), was formed on August 10, 2007 by LMLP GP LLC, the general partner, The Lexington Master Limited Partnership (the “MLP”), as a limited partner, and Inland American (Net Lease) Sub, LLC (“Inland”), a wholly-owned subsidiary of Inland American Real Estate Trust, Inc., as a limited partner, to invest in specialty single-tenant net leased real estate in the United States. On December 31, 2008, the MLP was merged into Lexington Realty Trust (“Lexington”) and ceased to exist. The Partnership conducts all of its operations through property owner subsidiaries. As of June 30, 2012, the Partnership owned 41 office, industrial and specialty properties located in 23 states and a 40% tenant-in-common interest in an office property.
As of June 30, 2012, the partners were entitled to a return on/of each of their respective capital contributions from operations as follows: (1) Inland, 9% on its common equity ($220,590 in common equity), (2) Lexington, 6.5% return on its unpaid preferred equity allocated to properties that were previously sold or refinanced ($116,459 in unpaid preferred equity) and 6.5% on its remaining preferred equity ($43,272 in remaining preferred equity), (3) Lexington, 9% on its common equity ($38,928 in common equity), (4) return of Lexington's preferred equity ($159,731 in preferred equity), (5) return of Inland's common equity ($220,590 in common equity), (6) return of Lexington's common equity ($38,928 in common equity) and (7) with any remaining cash flow allocated 65% to Inland and 35% to Lexington as long as Lexington was the general partner, if not, 85% to Inland and 15% to Lexington.
In addition, as of June 30, 2012, the partners were entitled to a return on/of each of their respective capital contributions from capital events as follows: (1) return of Lexington's unpaid preferred equity allocated to properties that were previously sold or refinanced, (2) Inland, to the extent of any unpaid 9% return on its common equity, (3) Lexington, to the extent of any unpaid return on Lexington's preferred equity, (4) return of Lexington's preferred equity allocation with respect to the asset(s) involved in the capital event, (5) Lexington, to the extent of any unpaid 9% return on its common equity, (6) return of Inland's common equity, (7) return of Lexington's remaining preferred equity, (8) return of Lexington's common equity, and (9) with any remaining amount allocated 65% to Inland and 35% to Lexington as long as Lexington was the general partner, if not, 85% to Inland and 15% to Lexington.
As of June 30, 2012, profits and losses were allocated using the hypothetical liquidation book value method in accordance with the Partnership agreement. The Partnership agreement could be terminated by either partner on or after March 1, 2015.
During the second quarter of 2012, the partners entered into an agreement whereby either (1) Lexington would sell its interest in NLS to Inland for a $219,838, 7.07% non-recourse promissory note which matures on December 21, 2012 or (2) Lexington would purchase Inland's interest in NLS for $14,374 in cash, in either case with a closing on October 1, 2012. The sale and/or purchase price amounts were to be reduced by distributions received by each respective partner between April 27, 2012 and October 1, 2012. Inland was required to deliver a written response by September 17, 2012 of its intention to either buy Lexington's interest in NLS or sell its interest in NLS to Lexington. If no notice was delivered by September 17, 2012, Inland would have been deemed to have irrevocably agreed to sell its interest in NLS to Lexington (see note 11).
Basis of Presentation and Consolidation. The Partnership's unaudited condensed consolidated financial statements are prepared on the accrual basis of accounting. The financial statements reflect the accounts of the Partnership and its consolidated subsidiaries. The Partnership consolidates its wholly owned subsidiaries, partnerships and joint ventures which it controls (i) through voting rights or similar rights or (ii) by means other than voting rights if the Partnership is the primary beneficiary of a variable interest entity ("VIE"). Entities which the Partnership does not control and entities which are VIEs in which the Partnership is not the primary beneficiary are accounted for under appropriate U.S. generally accepted accounting principles (“GAAP”).


6

NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2012 and 2011
(Unaudited and dollars in thousands)

Preferred Equity. The Partnership has classified Lexington's preferred equity as temporary equity in the mezzanine section of the balance sheet in accordance with SEC Accounting Series Release No. 268 Presentation in Financial Statements of Redeemable Preferred Stocks (“ASR 268”). As of June 30, 2012, the preferred equity could be redeemed (1) upon sale of certain assets, (2) in liquidation of the Partnership, or (3) in the 10th year of the Partnership by the Partnership or by Lexington. Lexington was entitled to a redemption amount equal to the total of preferred equity contributions plus the cumulative 6.5% preferred return that has not been distributed. As of June 30, 2012, Lexington had (1) made preferred equity contributions of $162,487, (2) received $18,963 as a preferred return on its preferred equity and (3) received an increase in its preferred equity since inception of $50,508. As of June 30, 2012, this preferred equity was carried at redemption value, which approximates estimated fair value, on the balance sheet.
(2)    Real Estate and Discontinued Operations
During the six months ended June 30, 2012, the Partnership sold its interest in the Fort Collins, Colorado property to an unaffiliated third party for $2,700. The Partnership recorded an impairment charge of $553 relating to the transaction. During the six months ended June 30, 2011, the Partnership sold its interest in the Allen, Texas office property to Lexington for the assumption of a $30,582 third party non-recourse mortgage loan and a $6,875 related party mezzanine loan (see note 7). The Partnership recognized a $2,732 gain on sale in 2011 relating to the transaction. The following presents summarized operating results for discontinued operations during the six months ended June 30, 2012 and 2011.
 
 
Six Months Ending June 30,
 
 
2012
 
2011
Total gross revenues
 
$
98

 
$
1,343

Pre-tax income (loss), including gain on sale
 
$
(517
)
 
$
250


(3)    Investment in Non-Consolidated Entity
One of the Partnership's subsidiaries has a 40% tenant-in-common interest in a property located in Oklahoma City, Oklahoma (the 40% tenant-in-common interest is referred to as “TIC”). The property is 100% leased as of June 30, 2012. As of June 30, 2012 and December 31, 2011, the Partnership's investment in TIC was $1,680 and $1,642, respectively.
TIC's property is subject to a non-recourse mortgage of $14,329 as of June 30, 2012, which bears interest at 5.24% and matures in 2015.
The following is summary historical cost basis selected balance sheet data as of June 30, 2012 and December 31, 2011 and statement of operations data for the six months ended June 30, 2012 and 2011 for TIC's property:
 
 
As of 6/30/2012
 
As of 12/31/2011
Real estate, net
 
$
12,391

 
$
11,957

Cash and restricted cash
 
319

 
768

Mortgage payable
 
14,329

 
14,434

Partners' equity
 
(1,465
)
 
(1,637
)
 
 
Six months ended
 
 
6/30/2012
 
6/30/2011
Gross rental revenues
 
$
811

 
$
864

Interest expense
 
(381
)
 
(384
)
Depreciation and amortization
 
(700
)
 
(687
)
Other expense, net
 
(189
)
 
(241
)
Net loss
 
$
(459
)
 
$
(448
)


7

NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2012 and 2011
(Unaudited and dollars in thousands)

The difference between the Partnership's purchase price for the investment in TIC and the Partnership's equity position in TIC of $2,978 is being accreted over the useful lives of TIC's assets. The Partnership recognized expense of $31 during each of the six months ended June 30, 2012 and 2011, relating to this difference.
For the six months ended June 30, 2012 and 2011, Lexington Realty Advisors, Inc. (“LRA”) and Lexington-MKP Management L.P., affiliates of Lexington, earned in the aggregate $39 and $43, respectively, in asset management fees with respect to the TIC property, which are included in other expenses, net, above.
(4)    Mortgage Notes Payable
The Partnership had mortgage notes payable outstanding of $259,033 and $266,136 at June 30, 2012 and December 31, 2011, respectively. At June 30, 2012, interest rates on the mortgage notes payable ranged from 2.5% to 8.5%, with a weighted-average interest rate of 5.2% and the mortgage notes payable mature between 2013 and 2025. At December 31, 2011, interest rates ranged from 2.5% to 8.5%, with a weighted-average interest rate of 5.5%.
In May 2012, the Partnership amended its secured credit facility with T.D. Bank, N.A. ("T.D. Bank"), which consisted of a $35,000 term loan, to include a $30,000 revolving line of credit. The revolving line of credit matures in April 2013, but can be extended to July 2014 at the Partnership's option. The term loan matures in July 2014, but can be extended for up to two years upon the satisfaction of certain conditions. The T.D. Bank facility is currently secured by a borrowing base of 17 properties. The facility requires monthly payments of interest only at an interest rate dependent on the borrowing base portfolio debt yield, as defined, of: 2.25% plus LIBOR if the debt yield is equal to or more than 25%; 2.40% plus LIBOR if the debt yield is between 20% and 25%; or 2.55% plus LIBOR if the debt yield is below 20%. As of June 30, 2012, $35,000 was outstanding under the term loan and $22,450 was outstanding under the revolving line of credit. The T.D. Bank facility is subject to financial covenants which the Partnership was in compliance with at June 30, 2012.
(5)    Management Agreement
The Partnership entered into a management agreement with LRA, whereby LRA received (1) a partnership management fee of 0.375% of the equity capital, as defined therein, (2) a property management fee of up to 3.0% of actual gross revenues from certain assets for which the landlord is obligated to provide property management services (contingent upon the recoverability under the applicable lease), and (3) an acquisition fee of 0.5% of the gross purchase price of each acquired asset by the Partnership. During the six months ended June 30, 2012 and 2011, LRA earned a management fee of $572 and $553, respectively, of which $288 was payable as of June 30, 2012 (see note 11).
(6)    Concentration of Risk
The Partnership seeks to reduce its operating and leasing risks through geographic diversification, avoiding dependency on a single property and the credit worthiness of its tenants.
For the six months ended June 30, 2012 and 2011, T-Mobile USA, Inc., the guarantor of leases at five properties, represented 12% and 11%, respectively, of total gross revenues.
Cash and cash equivalent balances exceed insurable amounts at times. The Partnership believes it mitigates this risk by investing in or through major financial institutions.

8

NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2012 and 2011
(Unaudited and dollars in thousands)

(7)    Related Party Transactions
On May 5, 2011, Lexington made a $6,875 non-recourse mezzanine loan to the Partnership that bore interest at 15% per annum, matured in March 2018 and was secured by the Partnership's interest in Lexington Allen Manager LLC and Lexington Allen L.P. (the entities that own the Allen, Texas property). On May 31, 2011, Lexington exercised a related purchase option and acquired the Allen, Texas property through the assumption of the $30,582 first mortgage and $6,875 mezzanine loan secured by the property.
In May 2011, Lexington loaned a wholly-owned subsidiary of the Partnership, at a 7.4% interest rate, $13,202 to satisfy a non-recourse mortgage balloon payment. The loan was repaid in full in July 2011.
In August 2010, a wholly-owned subsidiary of the Partnership, borrowed $7,614 from an affiliate of Lexington to repay its outstanding non-recourse mortgage loan. The related party note payable had an interest rate of 6.93% and was satisfied in July 2011.
In addition to fees earned on the TIC property, Lexington-MKP Management L.P. earned $6 in property management fees during the six months ended June 30, 2012.
(8)    Fair Value Measurements
The following table presents the Partnership's asset from continuing operations measured at fair value on a non-recurring basis during 2011 by the level in the fair value hierarchy within which the measurements fell:
 
 
 
 
Fair Value Measurements Using
Description
 
2011
 
(Level 1)
 
(Level 2)
 
(Level 3)
Impaired real estate asset*
 
$
1,840

 
$

 
$

 
$
1,840

*Represents a non-recurring fair value measurement.
The Partnership estimates the fair value of its real estate assets by using income and market valuation techniques. The Partnership may estimate fair values using market information such as broker opinions of value, recent sales data for similar assets or discounted cash flow models, which primarily rely on Level 3 inputs. The cash flow models include estimated cash inflows and outflows over a specified holding period. These cash flows may include contractual rental revenues, projected future rental revenues and expenses and forecasted tenant improvements and lease commissions based upon market conditions determined through discussion with local real estate professionals, experience the Partnership has with its other owned properties in such markets and expectations for growth. Capitalization rates and discount rates utilized in these models are estimated by management based upon rates that management believes to be within a reasonable range of current market rates for the respective properties based upon an analysis of factors such as property and tenant quality, geographical location and local supply and demand observations. To the extent the Partnership under estimates forecasted cash outflows (tenant improvements, lease commissions and operating costs) or over estimates forecasted cash inflows (rental revenue rates), the estimated fair value of its real estate assets could be overstated.
Fair values cannot be determined with precision, may not be substantiated by comparison to quoted prices in active markets and may not be realized upon sale. Additionally, there are inherent uncertainties in any fair value measurement technique, and changes in the underlying assumptions used, including discount rates, liquidity risks and estimates of future cash flows, could significantly affect the fair value measurement amounts.
Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable.  The Partnership estimates that the fair value approximates carrying value due to the relatively short-term nature of these instruments.

9

NET LEASE STRATEGIC ASSETS FUND L.P. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2012 and 2011
(Unaudited and dollars in thousands)

Mortgage Notes Payable.  The Partnership determines the fair value of these instruments based on a discounted cash flow analysis using a discount rate that approximates the current borrowing rates for instruments of similar maturities. Based on this, the Partnership has determined that the fair value of these instruments was $241,777 and $248,107 as of June 30, 2012 and December 31, 2011, respectively. The Partnership has applied fair value guidance in accordance with GAAP to evaluate the fair value of these instruments at June 30, 2012 and December 31, 2011.
(9)    Commitments and Contingencies
The Partnership is obligated under certain tenant leases to fund tenant improvements and/or the expansion of the underlying leased properties.
(10)    Supplemental Disclosure of Statement of Cash Flow Information
During the six months ended June 30, 2012 and 2011, the Partnership paid $7,195 and $9,223, respectively, for interest and $257 and $285, respectively, for state and local taxes.
(11)    Subsequent Events
On August 31, 2012, the Partnership, the partners of the Partnership and Lepercq Corporate Income Fund L.P., ("LCIF"), an operating partnership subsidiary of Lexington, entered into an agreement whereby LCIF agreed to acquire Inland's interest in the Partnership for $9,438. Prior to the closing of the transaction, LCIF transferred 98% of its rights to acquire Inland's interest to Lexington and Lexington transferred 2% of its common and preferred equity interests in the Partnership to LCIF. After the closing of the transaction, which was effective September 1, 2012, Lexington owned 98% of the Partnership's common and preferred equity and LCIF owned 2% of the Partnership's common and preferred equity. In connection with the transaction, the management agreement with LRA described in note 5 was terminated.

10
EX-99.2 5 exhibit992-nlsproformafina.htm EXHIBIT EXHIBIT 99.2 - NLS Pro Forma Financial Information

Exhibit 99.2

LEXINGTON REALTY TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Information


The following unaudited pro forma condensed consolidated balance sheet information as of June 30, 2012, reflects the financial position of Lexington Realty Trust (the “Trust”) as if the acquisition of the remaining common equity interest in Net Lease Strategic Assets Fund L.P. ("NLS") from Inland American (Net Lease) Sub, LLC ("Inland") that the Trust did not already own, which occurred and is valued as of September 1, 2012, had occurred on June 30, 2012. The unaudited pro forma condensed consolidated statements of operations information for the year ended December 31, 2011 and the six months ended June 30, 2012, present the results of operations of the Trust as if the acquisition of NLS had occurred on January 1, 2011.

As the Trust is accounting for the transaction as a business combination, the NLS assets acquired and liabilities assumed were valued at their estimated fair values. The determination of the fair value of the assets and liabilities and the allocation of those values in this unaudited pro forma condensed consolidated financial information have not been finalized and are based upon preliminary estimates which could differ from actual results.

This unaudited pro forma condensed consolidated financial information should be read in connection with the financial statements of the Trust for the year ended December 31, 2011, included in the Trust’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2012, as amended by the Trust's Current Report on Form 8-K filed on August 30, 2012.

This unaudited pro forma financial information is not necessarily indicative of the expected results of operations of the Trust for any future period. Differences could result from, among other considerations, future changes in the Trust’s portfolio of investments, changes in interest rates, changes in the capital structure of the Trust, changes in property level operating expenses and changes in property level revenues.







LEXINGTON REALTY TRUST
Unaudited Pro Forma Condensed Consolidated Balance Sheet Information
As of June 30, 2012
(In thousands)
 
 
Historical
 
NLS
 
 
 
 
(A)
 
(B)
 
Pro Forma
Assets:
 
 
 
 
 
 
Real estate, at cost
 
$
3,160,236

 
$
325,310

 
$
3,485,546

Investments in real estate and under construction
 
57,250

 

 
57,250

Less: accumulated depreciation
 
693,627

 

 
693,627

 
 
2,523,859

 
325,310

 
2,849,169

Properties held for sale – discontinued operations
 

 
32,114

 
32,114

Intangible assets, net
 
163,718

 
124,330

 
288,048

Cash and cash equivalents
 
50,189

 
(1,331
)
 
48,858

Restricted cash
 
30,497

 
1,775

 
32,272

Investment in and advances to non-consolidated entities
 
96,826

 
(87,729
)
 
9,097

Deferred expenses, net
 
47,454

 

 
47,454

Loans receivable, net
 
71,439

 
381

 
71,820

Rent receivable
 
6,972

 
556

 
7,528

Other assets, net
 
26,992

 
8

 
27,000

Total assets
 
$
3,017,946

 
$
395,414

 
$
3,413,360

 
 
 
 
 
 
 
Liabilities and Equity:
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Mortgages and notes payable
 
$
1,263,228

 
$
252,517

 
$
1,515,745

Credit facility borrowings
 
35,000

 

 
35,000

Term loan payable
 
206,000

 

 
206,000

Convertible notes payable
 
106,118

 

 
106,118

Trust preferred securities
 
129,120

 

 
129,120

Liabilities – discontinued operations
 

 
16,611

 
16,611

Dividends payable
 
23,987

 

 
23,987

Accounts payable and other liabilities
 
59,592

 
1,613

 
61,205

Accrued interest payable
 
11,941

 
958

 
12,899

Deferred revenue - including below market leases, net
 
85,645

 
1,529

 
87,174

Prepaid rent
 
16,787

 
2,777

 
19,564

Total liabilities
 
1,937,418

 
276,005

 
2,213,423

Shareholders' equity
 
1,052,186

 
119,035

 
1,171,221

Noncontrolling interests
 
28,342

 
374

 
28,716

Total equity
 
1,080,528

 
119,409

 
1,199,937

Total liabilities and equity
 
$
3,017,946

 
$
395,414

 
$
3,413,360


See accompanying noted to unaudited pro forma condensed consolidated financial information.





LEXINGTON REALTY TRUST       
Unaudited Pro Forma Condensed Consolidated Statement of Operations Information
for the year ended December 31, 2011
(In thousands, except share and per share data)       
 
 
 
 
Historical  (AA)
 
Pro Forma Adjustments of NLS
 
Pro Forma as Adjusted 
Gross revenues:
 
 
 
 
 
 
 
 
Rental
 
 
 
$
284,808

 
$
44,246

 
(BB)
 
$
329,054

Advisory fees
 
2,012

 
(769
)
 
(BB)
 
1,243

Tenant reimbursements
 
31,404

 
966

 
(BB)
 
32,370

 
 
Total gross revenues
 
318,224

 
44,443

 
 
 
362,667

Expense applicable to revenues:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
(158,344
)
 
(37,634
)
 
(CC)
 
(195,978
)
Property operating
 
(58,317
)
 
(1,819
)
 
(BB)
 
(60,136
)
General and administrative
 
(22,207
)
 
(310
)
 
(BB)
 
(22,517
)
Non-operating income
 
13,020

 
1

 
(BB)
 
13,021

Interest and amortization expense
 
(107,470
)
 
(14,148
)
 
(DD)
 
(121,618
)
Debt satisfaction gains, net
 
45

 

 
 
 
45

Change in value of forward equity commitment
 
2,030

 

 
 
 
2,030

Impairment charges
 
(41,301
)
 

 
 
 
(41,301
)
Loss before benefit for income taxes, equity in earnings (losses) of non-consolidated entities and discontinued operations
 
(54,320
)
 
(9,467
)
 
 
 
(63,787
)
Benefit for income taxes
 
826

 
310

 
(EE)
 
1,136

Equity in earnings (losses) of non-consolidated entities
 
30,334

 
(23,064
)
 
(GG)
 
7,270

Loss from continuing operations
 
$
(23,160
)
 
$
(32,221
)
 
 
 
$
(55,381
)
 
 
 
 
 
 
 
 
 
Basic and Diluted EPS - Loss from continuing operations
 
$
(0.32
)
 
 
 
 
 
$
(0.53
)
Basic and Diluted weighted average common shares outstanding
 
152,473,336

 
 
 
 
 
152,473,336


See accompanying notes to unaudited pro forma condensed consolidated financial information.





LEXINGTON REALTY TRUST      
Unaudited Pro Forma Condensed Consolidated Statement of Operations Information
For the Six Months Ended June 30, 2012
(In thousands, except share and per share data)      
 
 
 
 
 
 
 
 
 
 
 
 
 
Historical  (AA)
 
Pro Forma Adjustments
of NLS
 
Pro Forma as Adjusted 
Gross revenues:
 
 
 
 
 
 
 
 
Rental
 
 
 
$
148,500

 
$
22,100

 
(BB)
 
$
170,600

Advisory fees
 
1,088

 
(303
)
 
(BB)
 
785

Tenant reimbursements
 
14,936

 
525

 
(BB)
 
15,461

 
 
Total gross revenues
 
164,524

 
22,322

 
 
 
186,846

Expense applicable to revenues:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
(80,258
)
 
(16,641
)
 
(CC)
 
(96,899
)
Property operating
 
(28,958
)
 
(1,289
)
 
(BB)
 
(30,247
)
General and administrative
 
(11,588
)
 
(395
)
 
(BB)
 
(11,983
)
Non-operating income
 
4,314

 
55

 
(BB)
 
4,369

Interest and amortization expense
 
(49,043
)
 
(6,497
)
 
(DD)
 
(55,540
)
Debt satisfaction charges, net
 
(1,651
)
 

 
 
 
(1,651
)
Litigation reserve
 
(2,800
)
 

 
 
 
(2,800
)
Impairment charges
 
(1,348
)
 

 
 
 
(1,348
)
Loss before benefit (provision) for income taxes, equity in earnings (losses) of non-consolidated entities and discontinued operations
 
(6,808
)
 
(2,445
)
 
 
 
(9,253
)
Benefit (provision) for income taxes
 
(515
)
 
120

 
(EE)
 
(395
)
Equity in earnings (losses) of non-consolidated entities
 
17,670

 
(9,838
)
 
(GG)
 
7,832

Income (loss) from continuing operations
 
$
10,347

 
$
(12,163
)
 
 
 
$
(1,816
)
 
 
 
 
 
 
 
 
 
Basic and Diluted EPS - Loss from continuing operations
 
$
(0.04
)
 
 
 
 
 
$
(0.11
)
Basic and Diluted weighted average common shares outstanding
 
154,353,707

 
 
 
 
 
154,353,707


See accompanying notes to unaudited pro forma condensed consolidated financial information.





LEXINGTON REALTY TRUST
Notes to Pro Forma Condensed Consolidated Financial Information (Unaudited)
(Dollars in thousands)

(1) Adjustments to Pro Forma Condensed Consolidated Balance Sheet Information

The adjustments to the pro forma condensed consolidated balance sheet as of June 30, 2012 are as follows:
(A)
Reflects the Trust’s historical condensed consolidated balance sheet as of December 31, 2011.
(B)
Reflects the pro forma acquisition of NLS as follows:
Asset acquired:
 
 
Real estate
$
325,310

 
Intangible assets
124,330

 
Cash
8,107

 
Restricted cash
1,775


Properties held for sale - discontinued operations
32,114

 
Loan receivable
381

 
Rent receivable
556

 
Other assets
206

 
Investment in non-consolidated entities
1,147

 
 
 
Less liabilities:
 
 
Mortgages assumed
252,517

 
Liabilities - discontinued operations
16,611

 
Accounts payable and other liabilities
1,811

 
Accrued interest payable
958

 
Deferred revenue
1,529

 
Prepaid rent
2,777

 
Net assets acquired
$
217,723

 
 
 
 
Cash paid
$
9,438

 
Less cash acquired
8,107

 
Cash adjustment, net
$
(1,331
)
 
 
 
 
Investment in non-consolidated entities acquired
$
1,147

 
Less, investment in non-consolidated entities - historical basis
88,876

 
Investment in non-consolidated entities, net adjustment
$
(87,729
)
 
 
 
 
Noncontrolling interest in net assets acquired
$
374

 
 
 
 
Other assets acquired
$
206

 
Less, other assets - historical basis eliminated
198

 
Other assets adjustment, net
$
8

 
 
 
 
Accounts payable and other liabilities acquired
$
1,811

 
Less, accounts payable and other liabilities - historical basis eliminated
198

 
Accounts payable and other liabilities, adjustment, net
$
1,613






In addition, the Trust recognized a $119,035 net non-cash gain on a pro forma basis due to the fair value valuation of the NLS assets acquired and liabilities assumed that it did not previously own and the revaluation of its investment in NLS immediately prior to the acquisition to fair value in accordance with ASC 805. This non-cash gain is subject to change when the final fair value valuation of NLS assets and liabilities is determined.

(2) Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations Information

The adjustments to the pro forma condensed consolidated statements of operations information for the year ended December 31, 2011 and six months ended June 30, 2012 are as follows:

(AA)
Reflects the Trust’s historical condensed consolidated statements of operations for the year ended December 31, 2011 and six months ended June 30, 2012.

(BB)    Reflects the pro forma acquisition of NLS as follows:
Change in rental revenues reflects (i) the recalculation of straight-line rents and (ii) the amortization of above and below market leases on a straight-line basis over the remaining term of in-place leases (8.7 weighted-average years).
Change in advisory fees reflects the elimination of asset management fees earned by the Trust related to NLS.
Change in tenant reimbursements, property operating expenses, general and administrative expenses and non-operating income reflect activities of NLS.

(CC)
Depreciation has been adjusted to reflect the total capitalized cost depreciated on a straight- line basis over the estimated economic useful life of the real estate (40 years for buildings, 8.5 years for site improvements and 6.6 weighted-average years for tenant improvements). Amortization includes the pro forma effect of amortization of intangibles on a straight-line basis over the remaining term of the respective leases (5.7 weighted-average years).

(DD)
The pro forma adjustment to interest expense reflects additional interest expense as a result of mortgages assumed in the transaction.

(EE)
Represents the tax impact related to state tax expense on NLS properties and the tax impact due to the reduction in advisory fees.

(GG)
The pro forma adjustment to equity in earnings (losses) of non-consolidated entities reflects the elimination of the equity in earnings related to NLS and the impact of a non-consolidated entity acquired in the transaction.
 
Twelve months
 
Six months
 
12/31/2011
 
6/30/2012
Equity in losses of new non-consolidated entity acquired
$
(523
)
 
$
(255
)
Less, equity in earnings of NLS
22,541

 
9,583

Equity in earnings (losses) of non-consolidated entities adjustment, net
$
(23,064
)
 
$
(9,838
)