Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of February 13, 2013
Issuer,
CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST,
Subsidiary Guarantors,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
Dated as of February 13, 2013
6.00% Convertible Guaranteed Notes due 2030
THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), is entered into as of February 13, 2013, among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Issuer”), CERTAIN SUBSIDIARIES OF THE ISSUER SIGNATORIES HERETO (including subsidiaries of the Issuer subsequently becoming guarantors, the “Subsidiary Guarantors” or the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Issuer, the Guarantors and the Trustee entered into that certain Indenture dated as of January 29, 2007 (the “Original Indenture”), relating to the Issuer's unsecured debt securities authenticated and delivered under the Original Indenture;
WHEREAS, pursuant to Section 301 of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee established the terms of a series of Securities entitled the “5.45% Exchangeable Guaranteed Notes due 2027” of the Issuer in respect of which the Subsidiary Guarantors are guarantors (the “5.45% Notes”) pursuant to that First Supplemental Indenture dated as of January 29, 2007 among the Issuer, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”);
WHEREAS, pursuant to Section 2.02 of the First Supplemental Indenture and Section 303 of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee increased the aggregate principal amount of the 5.45% Notes by the issuance of Additional Notes pursuant to that Second Supplemental Indenture dated as of March 9, 2007 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Second Supplemental Indenture”);
WHEREAS, pursuant to Section 901(9) of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee amended certain provisions of the Indenture to correct a provision in the Indenture which was defective or inconsistent with any other provision therein pursuant to that Third Supplemental Indenture dated as of June 19, 2007 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Third Supplemental Indenture”);
WHEREAS, pursuant to Section 901(1) of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee amended certain provisions of the Indenture to evidence the succession of Lexington Realty Trust to The Lexington Master Limited Partnership and the assumption by Lexington Realty Trust of the covenants of the Issuer, therein and in the Securities pursuant to that Fourth Supplemental Indenture dated as of December 31, 2008 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Fourth Supplemental Indenture”);
WHEREAS, the Issuer entered into that certain Credit Agreement, dated as of February 13, 2009 (the “Original Credit Agreement”), among the Issuer, Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P., and Net 3 Acquisition L.P., jointly and severally as borrowers, KeyBank National Association, as agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, pursuant to Sections 901(2) and1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the Original Credit Agreement became Subsidiary Guarantors pursuant to that Fifth Supplement Indenture dated as of June 9, 2009 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Fifth Supplement Indenture”);
WHEREAS, pursuant to Section 301 of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee established the terms of a series of Securities entitled the “6.00% Convertible Guaranteed Notes due 2030” of the Issuer in respect of which the Subsidiary Guarantors are guarantors (the “6.00% Notes”) pursuant to that Sixth Supplemental Indenture dated as of January 26, 2010 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Sixth Supplement Indenture”);
WHEREAS, the Issuer entered into that certain Amended and Restated Credit Agreement, dated as of January 13, 2012 (the “Amended and Restated Credit Agreement”), among the Issuer, Lepercq Corporate Income Fund L.P. (“LCIF”), and Lepercq Corporate Income Fund II L.P. (“LCIFII”), jointly and severally as borrowers, KeyBank National Association, as administrative agent (“KeyBank”), and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, on January 20, 2012, the Issuer repurchased all outstanding 5.45% Notes pursuant to a holder repurchase option and, as a result, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture are of no further force and effect;
WHEREAS, pursuant to Sections 901(2) and1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the Amended and Restated Credit Agreement became Subsidiary Guarantors pursuant to that Seventh Supplement Indenture dated as of September 28, 2012 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Seventh Supplement Indenture”; and, together with the Original Indenture, the Fourth Supplement Indenture, the Fifth Supplement Indenture and the Sixth Supplement Indenture; the “Indenture”);
WHEREAS, the Issuer entered into that certain Second Amended and Restated Credit Agreement, dated as of February 12, 2013 (the “New Credit Agreement”), among the Issuer, LCIF, and LCIFII, jointly and severally as borrowers, KeyBank, as administrative agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, the Issuer has delivered an Officers' Certificate to the Trustee designating the New Credit Agreement as the Lexington Credit Agreement under the Indenture;
WHEREAS, in connection with the New Credit Agreement and as of the date first set forth above, (1) the Subsidiaries of the Issuer listed on Exhibit A hereto, which were previously Subsidiary Guarantors, are no longer Lexington Credit Agreement Obligors (the “Released Subsidiary Guarantors”), (2) the Subsidiary Guarantors listed on Exhibit B hereto continue to be Lexington Credit Agreement Obligors (the “Existing Subsidiary Guarantors”), and (3) the Subsidiaries of the Issuer listed on Exhibit C hereto, which were not previously Subsidiary Guarantors, are now Lexington Credit Agreement Obligors (the “New Subsidiary Guarantors”);
WHEREAS, pursuant to Section 1404 of the Indenture, the Issuer has delivered an Officers' Certificate to the Trustee informing the Trustee of the termination of all of the obligations under the Lexington Credit Agreement of the Released Subsidiary Guarantors, which released each such former Subsidiary Guarantor from all of its obligations under the Indenture and its Guarantee and such Guarantee has terminated;
WHEREAS, Section 1405 of the Indenture requires any Subsidiary of the Issuer that is organized in the United States, any of the States or the District of Columbia and that was not a Lexington Credit Agreement Obligor and becomes a Lexington Credit Agreement Obligor, the Issuer shall arrange for such Subsidiary to execute and deliver to the Trustee, a supplemental indenture pursuant to which such Subsidiary Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations; and
WHEREAS, the Issuer, the Subsidiary Guarantors and the Trustee have duly authorized the execution and delivery of this instrument to amend the Indenture as set forth herein and have done all things necessary to make this instrument a valid agreement of the parties hereto, in accordance with its terms.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Issuer, the Subsidiary Guarantors and the Trustee agree as follows:
ARTICLE ONE
DEFINITIONS
Section 1.1 Definitions. Capitalized terms used in this instrument and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
ARTICLE TWO
NEW SUBSIDIARY GUARANTORS
Section 2.1 New Subsidiary Guarantors. The New Subsidiary Guarantors fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations in accordance with the Indenture.
ARTICLE THREE
MISCELLANEOUS
Section 3.1 Relation to Original Indenture. This Eighth Supplemental Indenture supplements the Indenture, and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture, and the Securities issued thereunder shall continue in full force and effect.
Section 3.2 Concerning the Trustee. The Trustee shall not be responsible for any recital herein (other than as they appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Issuer and the Subsidiary Guarantors, or the validity of the execution by the Issuer or the Subsidiary Guarantors of this Eighth Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.
Section 3.3 Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.
Section 3.4 Counterparts. This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
Section 3.5 Governing Law. This instrument shall be governed by and construed in accordance with the laws of the State of New York.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed as of the day and year first above written.
ISSUER:
LEXINGTON REALTY TRUST, a Maryland real estate investment trust, as Issuer of the Notes | ||
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
Title: Executive Vice President | ||
EXISTING SUBSIDARY GUARANTORS:
LEPERCQ CORPORATE INCOME FUND L.P.,
a Delaware limited partnership, as a Subsidiary Guarantor
By: | Lex GP-1 Trust, its general partner, a Delaware statutory trust |
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
LEPERCQ CORPORATE INCOME FUND II L.P.,
a Delaware limited partnership, as a Subsidiary Guarantor
By: | Lex GP-1 Trust, its general partner, a Delaware statutory trust |
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lex GP-1 TRUST, a Delaware statutory trust,
as a Subsidiary Guarantor
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lex LP-1 TRUST, a Delaware statutory trust,
as a Subsidiary Guarantor
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
LEXINGTON REALTY ADVISORS, INC., a Delaware corporation, as a Subsidiary Guarantor
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
LSAC OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as a Subsidiary Guarantor
By: LSAC General Partner LLC, a Delaware limited liability company, its general partner
By: LRA Manager Corp., a Delaware corporation, its manager
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
MLP UNIT PLEDGE L.P., a Delaware limited partnership, as a Subsidiary Guarantor
By: MLP Unit Pledge GP LLC, a Delaware limited liability company, its general partner
By: LRA Manager Corp., a Delaware corporation, its manager
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
PHOENIX HOTEL ASSOCIATES LIMITED PARTNERSHIP, an Arizona limited partnership, as a Subsidiary Guarantor
By: Lepercq Corporate Income Fund II L.P., a Delaware limited partnership, its general partner
By: | Lex GP-1 Trust, its general partner, a Delaware statutory trust |
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
LEXINGTON/LION VENTURE L.P., a Delaware limited partnership, as a Subsidiary Guarantor
By: LXP GP LLC, a Delaware limited liability company, its general partner
By: LRA Manager Corp., a Delaware corporation, its manager
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lex Chillicothe GP LLC
Lexington Lakewood Manager LLC
Lexington Millington Manager LLC
Lexington Columbus GP LLC
Lex Shreveport GP LLC
Lex St. Joseph GP LLC
Lexington Acquiport Company LLC
Acquiport Winchester Manager LLC
Acquiport 600 Manager LLC
Acquiport 550 Manager LLC
Lexington Waxahachie Manager LLC
Lexington Acquiport Sierra LLC
Lexington Southfield LLC
Lexington TNI Westlake Manager LLC
Lexington Bristol GP LLC
Lexington Dulles Manager LLC
Lexington Tampa GP LLC
Lexington Bulverde Manager LLC
Lexington Shelby GP LLC
Lexington Olive Branch Manager LLC
Lexington ▇▇▇▇▇▇▇▇ Manager LLC
Lexington Honolulu Manager LLC
Lexington Toy Trustee LLC
Lexington Wallingford Manager LLC
Lexington High Point Manager LLC
Lex-Property Holdings LLC
Lex GP Holding LLC
Lex Westerville GP LLC
Lexington ▇▇▇▇▇▇ Manager LLC
Lexington Mlp Westerville Manager LLC
LXP GP, LLC
NK-ODW/Columbus Property Manager LLC
NK-Lumberton Property Manager LLC
NK-Cinn ▇▇▇▇▇▇▇▇ Property Manager LLC
▇▇▇▇▇▇▇ Gersant GP LLC
Each, a Delaware limited liability company, as Subsidiary Guarantors
By: LRA Manager Corp., their Manager
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
▇▇▇▇▇▇▇ Jacway GP LLC
▇▇▇▇▇▇▇ Liroc GP LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇ GP LLC
▇▇▇▇▇▇▇ Walando GP LLC
Lexington ▇▇▇▇▇ Manager LLC
Lex Rock ▇▇▇▇ ▇▇ LLC
Lexington Lion Cary GP LLC
Lexington Lion Plymouth GP LLC
Lexington Collierville Manager LLC
Lexington Louisville Manager LLC
Lexington Lake Forest Manager LLC
Lexington Centennial Manager LLC
▇▇▇▇▇▇▇ MLP Unit LLC
MLP Unit Pledge GP LLC
LSAC General Partner LLC
LSAC Crossville Manager LLC
▇▇▇ ▇▇▇▇▇▇ GP LLC
▇▇▇▇▇▇▇ Clifmar GP LLC
▇▇▇▇▇▇▇ Salistown GP LLC
▇▇▇▇▇▇▇ Dalhill GP LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GP LLC
▇▇▇▇▇▇▇ Superwest GP LLC
▇▇▇▇▇▇▇ Elway GP LLC
▇▇▇▇▇▇▇ Johab GP LLC
▇▇▇▇▇▇▇ Washtex GP LLC
▇▇▇▇▇▇▇ Basot GP LLC
▇▇▇▇▇▇▇ Lanmar GP LLC
▇▇▇▇▇▇▇ JLE Way GP LLC
▇▇▇▇▇▇▇ Altenn GP LLC
Lexington Durham LLC
Each, a Delaware limited liability company, as Subsidiary Guarantors
By: LRA Manager Corp., their Manager
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
NEW SUBSIDIARY GUARANTORS:
LRA MANAGER CORP. a Delaware corporation, as a Subsidiary Guarantor
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lexington Tennessee Holdings L.P., a Delaware limited partnership, as a Subsidiary Guarantor
By: Lex GP-1 Trust, its general partner, a Delaware statutory trust
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lex Missouri City GP LLC
Lex Opelika GP LLC
Lex Valdosta GP LLC
Lexington American Way LLC
Lexington Antioch Manager LLC
Lexington Hampton LLC
LSAC Oklahoma City Manager LLC
LSAC Woodlands Manager LLC
LMLP GP LLC
▇▇▇▇▇▇▇ Croydon GP LLC
▇▇▇▇▇▇▇ Denport GP LLC
▇▇▇▇▇▇▇ Skoob GP LLC
▇▇▇▇▇▇▇ Spokmont GP LLC
NLSAF ▇▇▇▇▇▇▇▇▇ Manager LLC
Triple Net Investment Company LLC
Xel ▇▇▇▇▇▇▇▇ GP LLC
Each, a Delaware limited liability company, as Subsidiary Guarantors
By: LRA Manager Corp., their Manager
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Acquiport Temperance LLC
Acquiport Milford LLC
Lexington ▇▇▇▇▇▇▇▇ LLC
Lexington Palm Beach LLC
Lexington OC LLC
Net 1 Phoenix L.L.C.
Lexington Canton LLC
Net 2 Hampton LLC
Net 1 ▇▇▇▇▇▇▇▇▇ LLC
Lexington Spartanburg LLC
Savannah Waterfront Hotel LLC
Lexington Fort Mill Manager LLC
Acquiport Laurens LLC
LSAC Eau Claire Manager LLC
NLSAF ▇▇▇▇▇▇▇▇ ▇▇ LLC
Lexington Minneapolis LLC
Net 2 ▇▇▇ LLC
Lexington Livonia L.L.C.
Lexington Glendale Manager LLC
Lexington TNI Des Moines Manager LLC
Lexington Foxboro I LLC
▇▇▇▇▇▇▇ Elport GP LLC
▇▇▇▇▇▇▇ Syrcar GP LLC
NLSAF Jacksonville GP LLC
▇▇▇▇▇▇▇ Bluff GP LLC
Lex-Eastgar GP LLC
LSAC Pascagoula Manager LLC
NLSAF Tampa GP LLC
▇▇▇ ▇▇▇▇▇▇ GP LLC
Each, a Delaware limited liability company, as Subsidiary Guarantors
By: LRA Manager Corp., their Manager
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lex Chillicothe L.P.
By: Lex Chillicothe GP LLC, its general partner
Lexington Lakewood L.P.
By: Lexington Lakewood Manager LLC, its general partner
Lexington ▇▇▇▇▇▇▇▇▇▇ ▇.▇.
By: Lexington Millington Manager LLC, its general partner
Lexington Columbus L.P.
By: Lexington Columbus GP LLC, its general partner
Lex Shreveport L.P.
By: Lex Shreveport GP LLC, its general partner
Lex St. Joseph L.P.
By: Lex St. Joseph GP LLC, its general partner
Acquiport Winchester LLC
By: Acquiport Winchester Manager LLC, its sole member
Acquiport ▇▇▇▇ ▇▇▇▇ 600 LLC
By: Acquiport 600 Manager LLC, its sole member
Acquiport ▇▇▇▇ ▇▇▇▇ 550 LLC
By: Acquiport 550 Manager LLC, its sole member
Lexington Waxahachie L.P.
By: Lexington Waxahachie Manager LLC, its general partner
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lexington Acquiport Colinas L.P.
By: Lexington Acquiport Sierra LLC, its general partner
Federal Southfield Limited Partnership
By: Lexington Southfield LLC, its general partner
Lexington TNI Westlake L.P.
By: Lexington TNI Westlake Manager LLC, its general partner
Lexington Bristol L.P.
By: Lexington Bristol GP LLC, its general partner
Lexington Dulles LLC
By: Lexington Dulles Manager LLC, its sole member
Lexington Tampa L.P.
By: Lexington Tampa GP LLC, its general partner
Lexington Bulverde L.P.
By: Lexington Bulverde Manager LLC, its general partner
Lexington Shelby L.P.
By: Lexington Shelby GP LLC, its general partner
Lexington Olive Branch LLC
By: Lexington Olive Branch Manager LLC, its sole member
Lexington ▇▇▇▇▇▇▇▇ LLC
By: Lexington ▇▇▇▇▇▇▇▇ Manager LLC, its sole member
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lexington Honolulu L.P.
By: Lexington Honolulu Manager LLC, its general partner
Lexington Toy Lynwood L.P.
Lexington Toy Clackamas L.P.
Lexington Toy Tulsa L.P.
Each By: Lexington Toys Trustee LLC, its general partner
Lexington Wallingford LLC
By: Lexington Wallingford Manager LLC, its sole member
Lexington High Point LLC
By: Lexington High Point Manager LLC, its sole member
Lexington Fort Mill LLC
By: Lexington Fort Mill Manager LLC, its sole member
Lex Westerville L.P.
By: Lex Westerville GP LLC, its general partner
Lexington ▇▇▇▇▇▇ ▇.▇.
By: Lexington ▇▇▇▇▇▇ Manager LLC, its general partner
Lexington MLP Westerville L.P.
By: Lexington MLP Westerville Manager LLC, its general partner
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
NK-ODW/Columbus Property LLC
By: NK-ODW/Columbus Property Manager LLC, its sole member
NK-Lumberton Property LLC
By: NK-Lumberton Property Manager LLC, its sole member
NK-Cinn ▇▇▇▇▇▇▇▇ Property LLC
By: NK-CINN ▇▇▇▇▇▇▇▇ Property Manager LLC, its sole member
▇▇▇▇▇▇▇ Gersant L.P.
By: ▇▇▇▇▇▇▇ Gersant GP LLC, its general partner
▇▇▇▇▇▇▇ Jacway L.P.
By: ▇▇▇▇▇▇▇ Jacway GP LLC, its general partner
▇▇▇▇▇▇▇ Liroc L.P.
By: ▇▇▇▇▇▇▇ Liroc GP LLC, its general partner
▇▇▇▇▇▇▇ ▇▇▇▇▇ L.P.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ GP LLC, its general partner
▇▇▇▇▇▇▇ Walando L.P.
By: ▇▇▇▇▇▇▇ Walando GP LLC, its general partner
Lexington ▇▇▇▇▇ ▇.▇.
By: Lexington ▇▇▇▇▇ Manager LLC, its general partner
Lex Rock ▇▇▇▇ ▇.▇.
By: Lex Rock ▇▇▇▇ ▇▇ LLC, its general partner
Lexington Lion Cary L.P.
By: Lexington Lion Cary GP LLC, its general partner
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lexington Lion Plymouth L.P.
By: Lexington Lion Plymouth GP LLC, its general partner
Lexington Collierville L.P.
By: Lexington Collierville Manager LLC, its general partner
Lexington Louisville L.P.
By: Lexington Louisville Manager LLC, its general partner
Lexington Lake Forest L.P.
By: Lexington Lake Forest Manager LLC, its general partner
Lexington Centennial LLC
By: Lexington Centennial Manager LLC, its general partner
LSAC Crossville L.P.
By: LSAC Crossville Manager LLC, its general partner
▇▇▇ ▇▇▇▇▇▇ L.P.
By: ▇▇▇ ▇▇▇▇▇▇ GP LLC, its general partner
▇▇▇▇▇▇▇ Clifmar L.P.
By: ▇▇▇▇▇▇▇ Clifmar GP LLC, its general partner
▇▇▇▇▇▇▇ Salistown L.P.
By: ▇▇▇▇▇▇▇ Salistown GP LLC, its general partner
▇▇▇▇▇▇▇ Dalhill L.P.
By: ▇▇▇▇▇▇▇ Dalhill GP LLC, its general partner
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.P.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GP LLC, its general partner
▇▇▇▇▇▇▇ Superwest L.P.
By: ▇▇▇▇▇▇▇ Superwest GP LLC, its general partner
▇▇▇▇▇▇▇ Elway L.P.
By: ▇▇▇▇▇▇▇ Elway GP LLC, its general partner
▇▇▇▇▇▇▇ Johab L.P.
By: ▇▇▇▇▇▇▇ Johab GP LLC, its general partner
▇▇▇▇▇▇▇ Washtex L.P.
By: ▇▇▇▇▇▇▇ Washtex GP LLC, its general partner
▇▇▇▇▇▇▇ Basot L.P.
By: ▇▇▇▇▇▇▇ Basot GP LLC, its general partner
▇▇▇▇▇▇▇ Lanmar L.P.
By: ▇▇▇▇▇▇▇ Lanmar GP LLC, its general partner
▇▇▇▇▇▇▇ JLE Way L.P.
By: ▇▇▇▇▇▇▇ JLE Way GP LLC, its general partner
▇▇▇▇▇▇▇ Altenn L.P.
By: ▇▇▇▇▇▇▇ Altenn GP LLC, its general partner
LSAC Eau ▇▇▇▇▇▇ L.P.
By: LSAC Eau Claire Manager LLC, its general partner
NLSAF ▇▇▇▇▇▇▇▇ ▇.▇.
By: NLSAF ▇▇▇▇▇▇▇▇ ▇▇ LLC, its general partner
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lexington Glendale LLC
By: Lexington Glendale Manager LLC, its sole member
Lexington TNI Des Moines L.P.
By: Lexington TNI Des Moines Manager LLC, its general partner
▇▇▇▇▇▇▇ Elport L.P.
By: ▇▇▇▇▇▇▇ Elport GP LLC, its general partner
▇▇▇▇▇▇▇ Syrcar L.P.
By: ▇▇▇▇▇▇▇ Syrcar GP LLC, its general partner
NLSAF Jacksonville L.P.
By: NLSAF Jacksonville GP LLC, its general partner
▇▇▇▇▇▇▇ Bluff L.P.
By: ▇▇▇▇▇▇▇ Bluff GP LLC, its general partner
Lex-Eastgar L.P.
By: Lex-Eastgar GP LLC, its general partner
LSAC Pascagoula L.P.
By: LSAC Pascagoula Manager LLC, its general partner
NLSAF Tampa L.P.
By: NLSAF Tampa GP LLC, its general partner
Lexington Durham Limited Partnership
By: Lexington Durham LLC, its sole general partner
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
▇▇▇ ▇▇▇▇▇▇ L.P.
By: ▇▇▇ ▇▇▇▇▇▇ GP LLC, its general partner
Lex Missouri City L.P.
By: Lex Missouri City GP LLC, its general partner
Lex Opelika L.P.
By: Lex Opelika GP LLC, its general partner
Lex Valdosta L.P.
By: Lex Valdosta GP LLC, its general partner
Lexington Antioch LLC
By: Lexington Antioch Manager LLC, its sole member
LSAC Oklahoma City L.P.
By: LSAC Oklahoma City Manager LLC, its general partner
LSAC Woodlands L.P.
By: LSAC Woodlands Manager LLC, its general partner
▇▇▇▇▇▇▇ Croydon L.P.
By: ▇▇▇▇▇▇▇ Croydon GP LLC, its general partner
▇▇▇▇▇▇▇ Denport L.P.
By: ▇▇▇▇▇▇▇ Denport GP LLC, its general partner
▇▇▇▇▇▇▇ Skoob L.P.
By: ▇▇▇▇▇▇▇ Skoob GP LLC, its general partner
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
▇▇▇▇▇▇▇ Spokmont L.P.
By: ▇▇▇▇▇▇▇ Spokmont GP LLC, its general partner
NLSAF ▇▇▇▇▇▇▇▇▇ ▇.▇.
By: NLSAF ▇▇▇▇▇▇▇▇▇ Manager LLC, its general partner
Xel ▇▇▇▇▇▇▇▇ L.P.
By: Xel ▇▇▇▇▇▇▇▇ GP LLC, its general partner
Net Lease Strategic Assets Fund L.P.
By: LMLP GP LLC, its general partner
Each, a Delaware limited partnership, as Subsidiary Guarantors
By: LRA Manager Corp., Manager of the general partners
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
Lex Phoenix GP LLC
By: PPNY OS Holdings LLC, its sole member
By: Parked Properties NY, Inc., a New York corporation, its sole member
By: | /s/ ▇▇▇▇▇ ▇▇▇ |
Name: ▇▇▇▇▇ ▇▇▇ | |
Title: Vice President | |
LEX PHOENIX L.P.
By: Lex Phoenix GP LLC, its general partner
By: PPNY OS Holdings LLC, its sole member
By: Parked Properties NY, Inc., a New York corporation, its sole member
By: | /s/ ▇▇▇▇▇ ▇▇▇ |
Name: ▇▇▇▇▇ ▇▇▇ | |
Title: Vice President | |
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Vice President | |
Exhibit A
Released Subsidiary Guarantors
Acquiport Sierra Manager Corp. ▇▇▇▇▇▇▇ Sunway L.P. |
LXP I Trust LXP I, L.P. Lexington LAC Lenexa GP LLC Newkirk Orper GP LLC |
Exhibit B
Existing Subsidiary Guarantors
Lepercq Corporate Income Fund L.P. |
Lepercq Corporate Income Fund II L.P. |
Lex GP-1 Trust |
Lex LP-1 Trust |
Lexington Olive Branch Manager LLC |
Lexington Realty Advisors, Inc. |
Lexington Southfield LLC |
Lexington Waxahachie Manager LLC |
Lex GP Holding LLC |
Lexington Collierville Manager LLC |
Lexington ▇▇▇▇▇▇ Manager LLC |
Lexington ▇▇▇▇▇▇▇▇ Manager LLC |
Lexington Fort Street Trustee LLC |
Lexington Honolulu Manager LLC |
Lexington MLP Westerville Manager LLC |
Lexington Toy Trustee LLC |
Lex-Property Holdings LLC |
LSAC Crossville Manager LLC |
LSAC General Partner LLC |
LSAC Operating Partnership L.P. |
MLP Unit Pledge GP LLC |
MLP Unit Pledge ▇.▇. |
▇▇▇▇▇▇▇ Altenn GP LLC |
▇▇▇▇▇▇▇ ▇▇▇▇▇ GP LLC |
▇▇▇▇▇▇▇ Basot GP LLC |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GP LLC |
▇▇▇▇▇▇▇ Clifmar GP LLC |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ LLC |
▇▇▇▇▇▇▇ Elway GP LLC |
▇▇▇▇▇▇▇ Gersant GP LLC |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ LLC |
▇▇▇▇▇▇▇ JLE WAY GP LLC |
▇▇▇▇▇▇▇ Johab GP LLC |
▇▇▇▇▇▇▇ Lanmar GP LLC |
▇▇▇▇▇▇▇ Liroc GP LLC |
▇▇▇▇▇▇▇ MLP Unit LLC |
▇▇▇▇▇▇▇ Salistown GP LLC |
▇▇▇▇▇▇▇ Sunway GP LLC |
▇▇▇▇▇▇▇ Superwest GP LLC |
▇▇▇▇▇▇▇ Walando GP LLC |
▇▇▇▇▇▇▇ Washtex GP LLC |
NK-Cinn ▇▇▇▇▇▇▇▇ Property Manager LLC |
Lexington Acquiport Company, LLC
Acquiport 550 Manager LLC
Acquiport 600 Manager LLC
Acquiport Winchester Manager LLC
Lexington Columbus GP LLC
Lexington Millington Manager LLC
Lexington Lakewood Manager LLC
Lex Chillicothe GP LLC
Lexington Durham LLC (formerly Lexington Durham, Inc.)
Lexington Acquiport Sierra LLC
Lexington TNI Westlake Manager LLC
Phoenix Hotel Associates Limited Partnership
Lexington Bristol GP LLC
Lexington Dulles Manager LLC
Lexington Tampa GP LLC
Lexington Bulverde Manager LLC
Lexington Shelby GP LLC
LXP GP LLC
Lexington/Lion Venture L.P.
Lex Westerville GP LLC
Lexington High Point Manager LLC
Lexington Wallingford Manager LLC
Lexington Lake Forest Manager LLC
Lexington Louisville Manager LLC
NK-ODW/Columbus Property Manager LLC
NK-Lumberton Property Manager LLC
Lexington ▇▇▇▇▇ Manager LLC
Lex Rock ▇▇▇▇ ▇▇ LLC
Lexington Lion Cary GP LLC
Lexington Centennial Manager LLC
Lexington Lion Plymouth GP LLC
▇▇▇ ▇▇▇▇▇▇ GP LLC
Lex Shreveport GP LLC
Lex St. Joseph GP LLC
Exhibit C
New Subsidiary Guarantors
LRA Manager Corp.
Lexington Tennessee Holdings L.P.
Acquiport Temperance LLC
Acquiport Milford LLC
Lexington ▇▇▇▇▇▇▇▇ LLC
Lexington Palm Beach LLC
Lexington OC LLC
Net 1 Phoenix L.L.C.
Lexington Canton LLC
Net 2 Hampton LLC
Net 1 ▇▇▇▇▇▇▇▇▇ LLC
Lexington Spartanburg LLC
Savannah Waterfront Hotel LLC
Lexington Fort Mill LLC
Lexington Fort Mill Manager LLC
Acquiport Laurens LLC
LSAC Eau ▇▇▇▇▇▇ L.P.
LSAC Eau Claire Manager LLC
NLSAF ▇▇▇▇▇▇▇▇ ▇.▇.
NLSAF ▇▇▇▇▇▇▇▇ ▇▇ LLC
Lexington Minneapolis LLC
Net 2 ▇▇▇ LLC
Lexington Livonia L.L.C.
Lexington Glendale LLC
Lexington Glendale Manager LLC
Lexington TNI Des Moines L.P.
Lexington TNI Des Moines Manager LLC
Lexington Foxboro I LLC
▇▇▇▇▇▇▇ Elport ▇.▇.
▇▇▇▇▇▇▇ Elport GP LLC
▇▇▇▇▇▇▇ Syrcar ▇.▇.
▇▇▇▇▇▇▇ Syrcar GP LLC
NLSAF Jacksonville L.P.
NLSAF Jacksonville GP LLC
▇▇▇▇▇▇▇ Bluff ▇.▇.
▇▇▇▇▇▇▇ Bluff GP LLC
Lex-Eastgar L.P.
Lex-Eastgar GP LLC
LSAC Pascagoula L.P.
LSAC Pascagoula Manager LLC
NLSAF Tampa L.P.
NLSAF Tampa GP LLC
▇▇▇ ▇▇▇▇▇▇ L.P.
▇▇▇ ▇▇▇▇▇▇ GP LLC
Lex Missouri City L.P.
Lex Missouri City GP LLC
Lex Opelika L.P.
Lex Opelika GP LLC
Lex Valdosta L.P.
Lex Valdosta GP LLC
Lexington American Way LLC
Lexington Antioch LLC
Lexington Antioch Manager LLC
Lexington Hampton LLC
LSAC Oklahoma City L.P.
LSAC Oklahoma City Manager LLC
LSAC Woodlands L.P.
LSAC Woodlands Manager LLC
Net Lease Strategic Assets Fund L.P.
LMLP GP LLC
▇▇▇▇▇▇▇ Croydon ▇.▇.
▇▇▇▇▇▇▇ Croydon GP LLC
▇▇▇▇▇▇▇ Denport ▇.▇.
▇▇▇▇▇▇▇ Denport GP LLC
▇▇▇▇▇▇▇ Skoob ▇.▇.
▇▇▇▇▇▇▇ Skoob GP LLC
▇▇▇▇▇▇▇ Spokmont ▇.▇.
▇▇▇▇▇▇▇ Spokmont GP LLC
NLSAF ▇▇▇▇▇▇▇▇▇ ▇.▇.
NLSAF ▇▇▇▇▇▇▇▇▇ Manager LLC
Triple Net Investment Company LLC
Xel ▇▇▇▇▇▇▇▇ L.P.
Xel ▇▇▇▇▇▇▇▇ GP LLC
Lex Chillicothe L.P.
Lexington Lakewood L.P.
Lexington ▇▇▇▇▇▇▇▇▇▇ ▇.▇.
Lexington Columbus L.P.
Lex Shreveport L.P.
Lex St. Joseph L.P.
Acquiport Winchester LLC
Acquiport ▇▇▇▇ ▇▇▇▇ 600 LLC
Acquiport ▇▇▇▇ ▇▇▇▇ 550 LLC
Lexington Waxahachie L.P.
Lexington Acquiport Colinas L.P.
Federal Southfield Limited Partnership
Lexington TNI Westlake L.P.
Lexington Bristol L.P.
Lexington Dulles LLC
Lexington Tampa L.P.
Lexington Bulverde L.P.
Lexington Shelby L.P.
Lexington Olive Branch LLC
Lexington ▇▇▇▇▇▇▇▇ LLC
Lexington Honolulu L.P.
Lexington Toy Lynwood L.P.
Lexington Toy Clackamas L.P.
Lexington Toy Tulsa L.P.
Lexington Wallingford LLC
Lexington High Point LLC
Lex Westerville L.P.
Lexington ▇▇▇▇▇▇ ▇.▇.
Lexington MLP Westerville L.P.
NK-ODW/Columbus Property LLC
NK-Lumberton Property LLC
NK-CINN ▇▇▇▇▇▇▇▇ Property LLC
▇▇▇▇▇▇▇ Gersant ▇.▇.
▇▇▇▇▇▇▇ Jacway ▇.▇.
▇▇▇▇▇▇▇ Liroc ▇.▇.
▇▇▇▇▇▇▇ Avrem ▇.▇.
▇▇▇▇▇▇▇ Walando L.P.
Lexington ▇▇▇▇▇ ▇.▇.
Lex Rock ▇▇▇▇ ▇.▇.
Lexington Lion Cary L.P.
Lexington Lion Plymouth L.P.
Lexington Collierville L.P.
Lexington Louisville L.P.
Lexington Lake Forest L.P.
Lexington Centennial LLC
LSAC Crossville L.P.
▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇ Clifmar ▇.▇.
▇▇▇▇▇▇▇ Salistown ▇.▇.
▇▇▇▇▇▇▇ Dalhill ▇.▇.
▇▇▇▇▇▇▇ Carolion ▇.▇.
▇▇▇▇▇▇▇ Superwest ▇.▇.
▇▇▇▇▇▇▇ Elway ▇.▇.
▇▇▇▇▇▇▇ Johab ▇.▇.
▇▇▇▇▇▇▇ Washtex ▇.▇.
▇▇▇▇▇▇▇ Basot ▇.▇.
▇▇▇▇▇▇▇ Lanmar ▇.▇.
▇▇▇▇▇▇▇ JLE Way ▇.▇.
▇▇▇▇▇▇▇ Altenn L.P.
Lexington Durham Limited Partnership
Lex Phoenix L.P.
Lex Phoenix GP LLC