Exhibit 4.3
LEXINGTON REALTY TRUST,
Issuer,
CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST,
Subsidiary Guarantors,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
TENTH SUPPLEMENTAL INDENTURE
Dated as of June 13, 2013
6.00% Convertible Guaranteed Notes due 2030
TENTH SUPPLEMENTAL INDENTURE
THIS TENTH SUPPLEMENTAL INDENTURE (this “Tenth SupplementalIndenture”), is entered into as of June 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 100 Wall Street, Suite 1600, New York, New York 10005.
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) and 1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the Original Credit Agreement became Subsidiary Guarantors pursuant to that Fifth Supplement Indenture dated as of June 9, 2009 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Fifth Supplement Indenture”);
WHEREAS, pursuant to Section 301 of the Original Indenture, the Issuer, the Subsidiary Guarantors and the Trustee established the terms of a series of Securities entitled the “6.00% Convertible Guaranteed Notes due 2030” of the Issuer in respect of which the Subsidiary Guarantors are guarantors (the “6.00% Notes”) pursuant to that Sixth Supplemental Indenture dated as of January 26, 2010 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Sixth Supplement Indenture”);
WHEREAS, the Issuer entered into that certain Amended and Restated Credit Agreement, dated as of January 13, 2012 (the “Amended and Restated Credit Agreement”), among the Issuer, Lepercq Corporate Income Fund L.P. (“LCIF”), and Lepercq Corporate Income Fund II L.P. (“LCIFII”), jointly and severally as borrowers, KeyBank National Association, as administrative agent (“KeyBank”), and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, on January 20, 2012, the Issuer repurchased all outstanding 5.45% Notes pursuant to a holder repurchase option and, as a result, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture are of no further force and effect;
WHEREAS, pursuant to Sections 901(2) and 1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the Amended and Restated Credit Agreement became Subsidiary Guarantors pursuant to that Seventh Supplement Indenture dated as of September 28, 2012 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Seventh Supplement Indenture”);
WHEREAS, the Issuer entered into that certain Second Amended and Restated Credit Agreement, dated as of February 12, 2013 (the “New Credit Agreement”), among the Issuer, LCIF, and LCIFII, jointly and severally as borrowers, KeyBank, as administrative agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;
WHEREAS, the Issuer has delivered an Officers’ Certificate to the Trustee designating the New Credit Agreement as the Lexington Credit Agreement under the Indenture;
WHEREAS, pursuant to Sections 901(2) and 1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the New Credit Agreement became Subsidiary Guarantors pursuant to that Eighth Supplement Indenture dated as of February 13, 2013 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Eighth Supplement Indenture”);
WHEREAS, pursuant to Sections 901(2) and 1405 of the Original Indenture, certain subsidiaries of the Issuer that became Lexington Credit Agreement Obligors in connection with the New Credit Agreement became Subsidiary Guarantors pursuant to that Ninth Supplement Indenture dated as of May 6, 2013 among the Issuer, the Subsidiary Guarantors and the Trustee (the “Ninth Supplement Indenture”; and, together with the Original Indenture, the Fourth Supplement Indenture, the Fifth Supplement Indenture, the Sixth Supplement Indenture, Seventh Supplement Indenture and the Ninth Supplement Indenture, the “Indenture”);
WHEREAS, in connection with the New Credit Agreement and as of the date first set forth above, (1) the Subsidiary Guarantors listed onExhibit A hereto continue to be Lexington Credit Agreement Obligors (the “Existing Subsidiary Guarantors”), and (2) the Subsidiaries of the Issuer listed onExhibit B hereto, are Lexington Credit Agreement Obligors and are hereby added as Subsidiary Guarantors (the “New Subsidiary Guarantors”);
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 1.1Definitions. 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 2.1New 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 3.1Relation to Original Indenture. This Tenth Supplemental Indenture supplements the Indenture, and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture, and the Securities issued thereunder shall continue in full force and effect.
Section 3.2Concerning 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 Tenth Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.
Section 3.3Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.
Section 3.4Counterparts. 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 3.5Governing Law. This instrument shall be governed by and construed in accordance with the laws of the State of New York.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed as of the day and year first above written.
| | ISSUER: |
| | |
| | LEXINGTON REALTY TRUST, a Maryland real estate investment trust, as Issuer of the Notes |
| | |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Executive Vice President |
| | | |
| | 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lex GP-1 Trust,a Delaware statutory trust, |
| | as a Subsidiary Guarantor |
| | | |
| | | |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lex LP-1 Trust, a Delaware statutory trust, |
| | as a Subsidiary Guarantor |
| | | |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | | |
| | Lexington Realty Advisors, Inc., a Delaware corporation, as a Subsidiary Guarantor |
| | |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | PHOENIX HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Delaware 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | LRA MANAGER CORP. a Delaware corporation, as a Subsidiary Guarantor |
| | | |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | 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 Florence 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 Duncan Manager LLC |
| | Lexington Mlp Westerville Manager LLC |
| | LXP GP, LLC |
| | NK-ODW/Columbus Property Manager LLC |
| | NK-Lumberton Property Manager LLC |
| | NK-Cinn Hamilton Property Manager LLC |
| | Newkirk Gersant GP LLC |
| | Lex Phoenix GP LLC |
| | |
| | Each, a Delaware limited liability company, as Subsidiary Guarantors |
| | By: | LRA Manager Corp., their Manager |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Newkirk Jacway GP LLC |
| | Newkirk Liroc GP LLC |
| | Newkirk Avrem GP LLC |
| | Newkirk Walando GP LLC |
| | Lexington Allen Manager LLC |
| | Lex Rock Hill GP 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 |
| | Newkirk MLP Unit LLC |
| | MLP Unit Pledge GP LLC |
| | LSAC General Partner LLC |
| | LSAC Crossville Manager LLC |
| | Lex Jessup GP LLC |
| | Newkirk Clifmar GP LLC |
| | Newkirk Salistown GP LLC |
| | Newkirk Dalhill GP LLC |
| | Newkirk Carolion GP LLC |
| | Newkirk Superwest GP LLC |
| | Newkirk Elway GP LLC |
| | Newkirk Johab GP LLC |
| | Newkirk Washtex GP LLC |
| | Newkirk Basot GP LLC |
| | Newkirk Lanmar GP LLC |
| | Newkirk JLE Way GP LLC |
| | Newkirk Altenn GP LLC |
| | Lexington Durham LLC |
| | |
| | Each, a Delaware limited liability company, as Subsidiary Guarantors |
| | By: | LRA Manager Corp., their Manager |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | 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 |
| | Newkirk Croydon GP LLC |
| | Newkirk Denport GP LLC |
| | Newkirk Skoob GP LLC |
| | Newkirk Spokmont GP LLC |
| | NLSAF Mcdonough Manager LLC |
| | Triple Net Investment Company LLC |
| | Xel Florence GP LLC |
| | Acquiport Temperance LLC |
| | Acquiport Milford LLC |
| | Lexington Marshall LLC |
| | Lexington Palm Beach LLC |
| | Lexington OC LLC |
| | Net 1 Phoenix L.L.C. |
| | Lexington Canton LLC |
| | Net 2 Hampton LLC |
| | Net 1 Henderson LLC |
| | Savannah Waterfront Hotel LLC |
| | Lexington Fort Mill Manager LLC |
| | Acquiport Laurens LLC |
| | LSAC Eau Claire Manager LLC |
| | NLSAF Marshall GP LLC |
| | Lexington Minneapolis LLC |
| | Net 2 Cox LLC |
| | Lexington Livonia L.L.C. |
| | |
| | Each, a Delaware limited liability company, as Subsidiary Guarantors |
| | By: | LRA Manager Corp., their Manager |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lexington Glendale Manager LLC |
| | Lexington TNI Des Moines Manager LLC |
| | Lexington Foxboro I LLC |
| | Newkirk Elport GP LLC |
| | Newkirk Syrcar GP LLC |
| | NLSAF Jacksonville GP LLC |
| | Newkirk Bluff GP LLC |
| | Lex-Eastgar GP LLC |
| | LSAC Pascagoula Manager LLC |
| | NLSAF Tampa GP LLC |
| | Lex Eugene GP LLC |
| | |
| | Each, a Delaware limited liability company, as Subsidiary Guarantors |
| | By: | LRA Manager Corp., their Manager |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | 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 Millington L.P. |
| | By: Lexington Millington Manager LLC, its general partner |
| | |
| | Lexington Columbus L.P. |
| | By: Lexington Columbus GP LLC, its general partner |
| | |
| | Each, a Delaware limited partnership, as Subsidiary Guarantors |
| | |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | 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 |
| | |
| | Lexington Waxahachie L.P. |
| | By: Lexington Waxahachie Manager LLC, its general partner |
| | |
| | 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 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 |
| | |
| | Each, a Delaware limited partnership, as Subsidiary Guarantors |
| | |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lexington Toy Lynwood L.P. |
| | Lexington Toy Clackamas L.P. |
| | Lexington Toy Tulsa L.P. |
| | Each By: Lexington Toys Trustee LLC, its general partner |
| | |
| | Lex Westerville L.P. |
| | By: Lex Westerville GP LLC, its general partner |
| | |
| | Lexington Duncan L.P. |
| | By: Lexington Duncan Manager LLC, its general partner |
| | |
| | Lexington MLP Westerville L.P. |
| | By: Lexington MLP Westerville Manager LLC, its general partner |
| | |
| | Newkirk Gersant L.P. |
| | By: Newkirk Gersant GP LLC, its general partner |
| | |
| | Newkirk Jacway L.P. |
| | By: Newkirk Jacway GP LLC, its general partner |
| | |
| | Newkirk Liroc L.P. |
| | By: Newkirk Liroc GP LLC, its general partner |
| | |
| | Newkirk Avrem L.P. |
| | By: Newkirk Avrem GP LLC, its general partner |
| | |
| | Newkirk Walando L.P. |
| | By: Newkirk Walando GP LLC, its general partner |
| | |
| | Lex Phoenix L.P. |
| | By: Lex Phoenix GP LLC, its general partner |
| | |
| | Each, a Delaware limited partnership, as Subsidiary Guarantors |
| | |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lexington Allen L.P. |
| | By: Lexington Allen Manager LLC, its general partner |
| | |
| | Lex Rock Hill L.P. |
| | By: Lex Rock Hill GP LLC, its general partner |
| | |
| | Lexington Lion Cary L.P. |
| | By: Lexington Lion Cary GP LLC, its general partner |
| | |
| | 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 |
| | |
| | LSAC Crossville L.P. |
| | By: LSAC Crossville Manager LLC, its general partner |
| | |
| | Lex Jessup L.P. |
| | By: Lex Jessup GP LLC, its general partner |
| | |
| | Each, a Delaware limited partnership, as Subsidiary Guarantors |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Newkirk Clifmar L.P. |
| | By: Newkirk Clifmar GP LLC, its general partner |
| | |
| | Newkirk Salistown L.P. |
| | By: Newkirk Salistown GP LLC, its general partner |
| | |
| | Newkirk Dalhill L.P. |
| | By: Newkirk Dalhill GP LLC, its general partner |
| | |
| | Newkirk Carolion L.P. |
| | By: Newkirk Carolion GP LLC, its general partner |
| | |
| | Newkirk Superwest L.P. |
| | By: Newkirk Superwest GP LLC, its general partner |
| | |
| | Newkirk Elway L.P. |
| | By: Newkirk Elway GP LLC, its general partner |
| | |
| | Newkirk Johab L.P. |
| | By: Newkirk Johab GP LLC, its general partner |
| | |
| | Newkirk Washtex L.P. |
| | By: Newkirk Washtex GP LLC, its general partner |
| | |
| | Newkirk Basot L.P. |
| | By: Newkirk Basot GP LLC, its general partner |
| | |
| | Newkirk Lanmar L.P. |
| | By: Newkirk Lanmar GP LLC, its general partner |
| | |
| | Newkirk JLE Way L.P. |
| | By: Newkirk JLE Way GP LLC, its general partner |
| | |
| | Each, a Delaware limited partnership, as Subsidiary Guarantors |
| | |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Newkirk Altenn L.P. |
| | By: Newkirk Altenn GP LLC, its general partner |
| | |
| | LSAC Eau Claire L.P. |
| | By: LSAC Eau Claire Manager LLC, its general partner |
| | |
| | NLSAF Marshall L.P. |
| | By: NLSAF Marshall GP LLC, its general partner |
| | |
| | Lexington TNI Des Moines L.P. |
| | By: Lexington TNI Des Moines Manager LLC, its general partner |
| | |
| | Newkirk Elport L.P. |
| | By: Newkirk Elport GP LLC, its general partner |
| | |
| | Newkirk Syrcar L.P. |
| | By: Newkirk Syrcar GP LLC, its general partner |
| | |
| | NLSAF Jacksonville L.P. |
| | By: NLSAF Jacksonville GP LLC, its general partner |
| | |
| | Newkirk Bluff L.P. |
| | By: Newkirk 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 |
| | |
| | Each, a Delaware limited partnership, as Subsidiary Guarantors |
| | |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lexington Durham Limited Partnership |
| | By: Lexington Durham LLC, its sole general partner |
| | |
| | Lex Eugene L.P. |
| | By: Lex Eugene 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 |
| | |
| | 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 |
| | |
| | Newkirk Croydon L.P. |
| | By: Newkirk Croydon GP LLC, its general partner |
| | |
| | Newkirk Denport L.P. |
| | By: Newkirk Denport GP LLC, its general partner |
| | |
| | Newkirk Skoob L.P. |
| | By: Newkirk 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Newkirk Spokmont L.P. |
| | By: Newkirk Spokmont GP LLC, its general partner |
| | |
| | NLSAF Mcdonough L.P. |
| | By: NLSAF McDonough Manager LLC, its general partner |
| | |
| | Xel Florence L.P. |
| | By: Xel Florence 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/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Acquiport Winchester LLC |
| | By: Acquiport Winchester Manager LLC, its sole member |
| | |
| | Acquiport Lake Mary 600 LLC |
| | By: Acquiport 600 Manager LLC, its sole member |
| | |
| | Acquiport Lake Mary 550 LLC |
| | By: Acquiport 550 Manager LLC, its sole member |
| | |
| | Each, a Delaware limited liability company, as Subsidiary Guarantors |
| | |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lexington Dulles LLC |
| | By: Lexington Dulles Manager LLC, its sole member |
| | |
| | Lexington Olive Branch LLC |
| | By: Lexington Olive Branch Manager LLC, its sole member |
| | |
| | Lexington Florence LLC |
| | By: Lexington Florence Manager LLC, its sole member |
| | |
| | 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 |
| | |
| | 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 Hamilton Property LLC |
| | By: NK-CINN Hamilton Property Manager LLC, its sole member |
| | |
| | Each, a Delaware limited liability company, as Subsidiary Guarantors |
| | |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lexington Centennial LLC |
| | By: Lexington Centennial Manager LLC, its general partner |
| | |
| | Lexington Glendale LLC |
| | By: Lexington Glendale Manager LLC, its sole member |
| | |
| | Lexington Antioch LLC |
| | By: Lexington Antioch Manager LLC, its sole member |
| | |
| | Each, a Delaware limited liability company, as Subsidiary Guarantors |
| | |
| | By: LRA Manager Corp., Manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Acquiport Brea Manager LLC |
| | Lexington TNI Irving Manager LLC |
| | Lexington Gears Manager LLC |
| | Lexington Tempe Manager LLC |
| | Lexington Memphis (JVF) Manager LLC |
| | Lexington Las Vegas (VEGPOW) Manager LLC |
| | Lexington Columbus (Jackson Street) Manager LLC |
| | Lex Houston GP LLC |
| | Lexington Knoxville Manager LLC |
| | Lexington Foxboro II LLC |
| | |
| | Each, a Delaware limited liability company, as New Guarantors |
| | |
| | By: LRA Manager Corp., a Delaware corporation, their manager |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Acquiport Brea L.P. |
| | By: Acquiport Brea Manager LLC, its general partner |
| | |
| | Lexington TNI Irving L.P. |
| | By: Lexington TNI Irving Manager LLC, its general partner |
| | |
| | Lexington Gears L.P. |
| | By: Lexington Gears Manager LLC, its general partner |
| | |
| | Lexington Tempe L.P. |
| | By: Lexington Tempe Manager LLC, its general partner |
| | |
| | Lex Houston L.P. |
| | By: Lex Houston GP LLC, its general partner |
| | |
| | LexingtonColumbus (Jackson Street) L.P. |
| | By: LexingtonColumbus (Jackson Street) Manager LLC, its general partner |
| | |
| | Lexington Las Vegas (VEGPOW) L.P. |
| | By: Lexington Las Vegas (VEGPOW)Manager LLC, its general partner |
| | |
| | Lexington Memphis (JVF) L.P. |
| | By: Lexington Memphis (JVF) Manager LLC, its general partner |
| | |
| | Each, a Delaware limited partnership, as New Guarantors |
| | |
| | By: LRA Manager Corp., a Delaware corporation, manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | LexingtonKnoxville LLC, a Delaware limited liability company, as a New Guarantor |
| | By: LexingtonKnoxville Manager LLC, its member |
| | By: | LRA Manager Corp., a Delaware corporation, manager of the member |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | Lexington Acquiport Fishers LLC |
| | Lexington Arlington Manager LLC |
| | Lexington Redmond Manager LLC |
| | Lexington Moody LLC, |
| | Lexington Fort Mill II Manager LLC, |
| | |
| | Each, a Delaware limited liability company, as a New Guarantor |
| | |
| | By: LRA Manager Corp., a Delaware corporation, their manager |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | LEXINGTONARLINGTON L.P., |
| | By: LexingtonArlington Manager LLC, its general partner |
| | |
| | LEXINGTONMOODY L.P. |
| | By: LexingtonMoody LLC, its general partner |
| | |
| | LEXINGTON FORT MILL II LLC, |
| | By: Lexington Fort Mill II Manager LLC, a Delaware limited liability company, its member |
| | |
| | LEXINGTONREDMOND LLC, |
| | By: LexingtonRedmond LLC, its member |
| | |
| | |
| | Each, a Delaware limited partnership, as a New Guarantor |
| | |
| | By: LRA Manager Corp., a Delaware corporation, manager of the general partners |
| | By: | /s/ Joseph S. Bonventre |
| | | Name: Joseph S. Bonventre |
| | | Title: Vice President |
| | TRUSTEE: |
| | |
| | U.S. BANK NATIONAL ASSOCIATION, |
| | as Trustee |
| | | |
| | By: | /s/ William G. Keenan |
| | Name: | William G. Keenan |
| | Title: | Vice President |
Exhibit A
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 Duncan Manager LLC
Lexington Florence 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 L.P.
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 Jacaway GP LLC
Newkirk JLE WAY GP LLC
Newkirk Johab GP LLC
Newkirk Lanmar GP LLC
Newkirk Liroc GP LLC
Newkirk MLP Unit LLC
Newkirk Salistown GP LLC
Newkirk Sunway GP LLC
Newkirk Superwest GP LLC
Newkirk Walando GP LLC
Newkirk Washtex GP LLC
NK-Cinn Hamilton 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 Allen Manager LLC
Lex Rock Hill GP LLC
Lexington Lion Cary GP LLC
Lexington Centennial Manager LLC
Lexington Lion Plymouth GP LLC
Lex Jessup GP LLC
Lex Shreveport GP LLC
Lex St. Joseph GP LLC
LRA Manager Corp.
Lexington Tennessee Holdings L.P.
Acquiport Temperance LLC
Acquiport Milford LLC
Lexington Marshall LLC
Lexington Palm Beach LLC
Lexington OC LLC
Net 1 Phoenix L.L.C.
Lexington Canton LLC
Net 2 Hampton LLC
Net 1 Henderson LLC
Savannah Waterfront Hotel LLC
Lexington Fort Mill LLC
Lexington Fort Mill Manager LLC
Acquiport Laurens LLC
LSAC Eau Clarie L.P.
LSAC Eau Claire Manager LLC
NLSAF Marshall L.P.
NLSAF Marshall GP LLC
Lexington Minneapolis LLC
Net 2 Cox 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
Newkirk Elport L.P.
Newkirk Elport GP LLC
Newkirk Syrcar L.P.
Newkirk Syrcar GP LLC
NLSAF Jacksonville L.P.
NLSAF Jacksonville GP LLC
Newkirk Bluff L.P.
Newkirk 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
Lex Eugene L.P.
Lex Eugene 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
Newkirk Croydon L.P.
Newkirk Croydon GP LLC
Newkirk Denport L.P.
Newkirk Denport GP LLC
Newkirk Skoob L.P.
Newkirk Skoob GP LLC
Newkirk Spokmont L.P.
Newkirk Spokmont GP LLC
NLSAF McDonough L.P.
NLSAF McDonough Manager LLC
Triple Net Investment Company LLC
Xel Florence L.P.
Xel Florence GP LLC
Lex Chillicothe L.P.
Lexington Lakewood L.P.
Lexington Millington L.P.
Lexington Columbus L.P.
Lex Shreveport L.P.
Lex St. Joseph L.P.
Acquiport Winchester LLC
Acquiport Lake Mary 600 LLC
Acquiport Lake Mary 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 Florence 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 Duncan L.P.
Lexington MLP Westerville L.P.
NK-ODW/Columbus Property LLC
NK-Lumberton Property LLC
NK-CINN Hamilton Property LLC
Newkirk Gersant L.P.
Newkirk Jacway L.P.
Newkirk Liroc L.P.
Newkirk Avrem L.P.
Newkirk Walando L.P.
Lexington Allen L.P.
Lex Rock Hill L.P.
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.
Lex Jessup L.P.
Newkirk Clifmar L.P.
Newkirk Salistown L.P.
Newkirk Dalhill L.P.
Newkirk Carolion L.P.
Newkirk Superwest L.P.
Newkirk Elway L.P.
Newkirk Johab L.P.
Newkirk Washtex L.P.
Newkirk Basot L.P.
Newkirk Lanmar L.P.
Newkirk JLE Way L.P.
Newkirk Altenn L.P.
Lexington Durham Limited Partnership
Lex Phoenix L.P.
Lex Phoenix GP LLC
Acquiport Brea Manager LLC
Acquiport Brea L.P.
Lexington TNI Irving Manager LLC
Lexington TNI Irving L.P.
Lexington Gears Manager LLC
Lexington Gears L.P.
Lexington Tempe Manager LLC
Lexington Tempe L.P.
Lexington Memphis (JVF) Manager LLC
Lexington Memphis (JVF) L.P.
Lexington Las Vegas (VEGPOW) Manager LLC
Lexington Las Vegas (VEGPOW) L.P.
Lexington Columbus (Jackson Street) Manager LLC
Lexington Columbus (Jackson Street) L.P.
Lex Houston GP LLC
Lex Houston L.P.
Lexington Knoxville Manager LLC
Lexington Knoxville LLC
Lexington Foxboro II LLC
Exhibit B
New Subsidiary Guarantors
Lexington Acquiport Fishers LLC
Lexington Arlington L.P.
Lexington Arlington Manager LLC
Lexington Redmond LLC
Lexington Redmond Manager LLC
Lexington Moody LLCti
Lexington Moody L.P.
Lexington Fort Mill II Manager LLC
Lexington Fort Mill II LLC
