SEVENTH SUPPLEMENTAL INDENTURE
Exhibit 4.1
Issuer,
CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST,
Subsidiary Guarantors,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
Dated as of September 28, 2012
6.00% Convertible Guaranteed Notes due 2030
THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), is entered into as of September 28, 2012, 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 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.
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 “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 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”; and, together with the Original Indenture, the First Supplement Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplement Indenture, the Fifth Supplement Indenture and the Sixth Supplement Indenture; the “Indenture”);
WHEREAS, the Issuer entered into that certain Amended and Restated Credit Agreement, dated as of January 13, 2012 (the “New Credit Agreement”), among the Issuer, Lepercq Corporate Income Fund L.P., and Lepercq Corporate Income Fund II L.P., jointly and severally as borrowers, KeyBank National Association, as agent, Xxxxx Fargo Securities, LLC, as syndication agent, 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;
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
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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 Seventh 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 Seventh 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.
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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]
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the day and year first above written.
ISSUER:
as Issuer of the Notes
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
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/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
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/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Vice President | |
LEX GP-1 TRUST, a Delaware statutory trust,
as a Subsidiary Guarantor
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Vice President | |
LEX LP-1 TRUST, a Delaware statutory trust,
as a Subsidiary Guarantor
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Vice President | |
LEXINGTON REALTY ADVISORS, INC., a Delaware corporation, as a Subsidiary Guarantor
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Vice President | |
LXP I TRUST, a Delaware statutory trust, as a Subsidiary Guarantor
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
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/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
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/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Senior Vice President | |
LEXINGTON OLIVE BRANCH MANAGER LLC
LEXINGTON SOUTHFIELD LLC
LEXINGTON COLLIERVILLE MANAGER LLC
LEXINGTON XXXXXX MANAGER LLC
LEXINGTON XXXXXXXX MANAGER LLC
LEXINGTON FORT STREET TRUSTEE LLC
LEXINGTON HONOLULU MANAGER LLC
LEXINGTON LAC LENEXA GP LLC
LEXINGTON MLP WESTERVILLE MANAGER LLC
LEXINGTON TOY TRUSTEE LLC
LEX-PROPERTY HOLDINGS LLC
LSAC CROSSVILLE MANAGER LLC
LSAC GENERAL PARTNER LLC
MLP UNIT PLEDGE GP LLC
XXXXXXX ALTENN GP LLC
XXXXXXX XXXXX GP LLC
XXXXXXX BASOT GP LLC
XXXXXXX XXXXXXXX GP LLC
XXXXXXX CLIFMAR GP LLC
XXXXXXX DALHILL GP LLC
XXXXXXX ELWAY GP LLC
XXXXXXX GERSANT GP LLC
XXXXXXX JACWAY GP LLC
XXXXXXX JLE WAY GP LLC
XXXXXXX JOHAB GP LLC
XXXXXXX LANMAR GP LLC
XXXXXXX LIROC GP LLC
XXXXXXX ORPER GP LLC
XXXXXXX SALISTOWN GP LLC
XXXXXXX STATMONT GP LLC
XXXXXXX SUNWAY GP LLC
XXXXXXX SUPERWEST GP LLC
XXXXXXX WALANDO GP LLC
XXXXXXX WASHTEX GP LLC
NK-CINN XXXXXXXX PROPERTY MANAGER LLC
NK-LUMBERTON PROPERTY MANAGER LLC
NK-ODW/COLUMBUS PROPERTY MANAGER LLC
LEX GP HOLDING LLC
XXXXXXX MLP UNIT LLC
Each, a Delaware limited liability company, as Subsidiary Guarantors
By: LRA Manager Corp., their Manager
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Vice President | |
NEW SUBSIDIARY GUARANTORS:
LXP I, L.P., a Delaware limited partnership, as a Subsidiary Guarantor
By: LXP I Trust, a Delaware statutory trust, its general partner
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
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/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
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/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Vice President | |
LEXINGTON DURHAM, INC., a Delaware corporation, as a Subsidiary Guarantor
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Vice President | |
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 ACQUIPORT SIERRA 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
LXP GP LLC
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 XXXXX MANAGER LLC
LEX ROCK XXXX XX LLC
LEXINGTON LION CARY GP LLC
LEXINGTON CENTENNIAL MANAGER LLC
LEXINGTON LION PLYMOUTH GP LLC
XXX XXXXXX GP LLC
LEX SHREVEPORT GP LLC
LEX ST. JOSEPH GP LLC
Each, a Delaware limited liability company, as Subsidiary Guarantors
By: LRA Manager Corp., their Manager
By: | /s/ Xxxxxx X. Xxxxxxxxx |
Name: Xxxxxx X. Xxxxxxxxx | |
Title: Vice President | |
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: | /s/ Xxxxxxx X. Xxxxxx |
Name: Xxxxxxx X. Xxxxxx | |
Title: Vice President | |
Exhibit A
Released Subsidiary Guarantors
Net 3 Acquisition L.P. |
Lexington Westport Manager LLC |
Xxxxxxx 21AT GP LLC |
Xxxxxxx Bedcar GP LLC |
Xxxxxxx Sablemart GP LLC |
Xxxxxxx Xxxxxxx GP LLC |
Xxxxxxx Statmont GP LLC |
Xxxxxxx 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 |
LXP I Trust |
Lex GP Holding LLC |
Lexington Collierville Manager LLC |
Lexington Xxxxxx Manager LLC |
Lexington Xxxxxxxx Manager LLC |
Lexington Fort Street Trustee LLC |
Lexington Honolulu Manager LLC |
Lexington LAC Lenexa GP 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 X.X. |
Xxxxxxx Altenn GP LLC |
Xxxxxxx Xxxxx GP LLC |
Xxxxxxx Basot GP LLC |
Xxxxxxx Xxxxxxxx GP LLC |
Xxxxxxx Clifmar GP LLC |
Xxxxxxx Xxxxxx XX LLC |
Xxxxxxx Elway GP LLC |
Xxxxxxx Gersant GP LLC |
Xxxxxxx Xxxxxxx XX LLC |
Xxxxxxx JLE WAY GP LLC |
Xxxxxxx Johab GP LLC |
Xxxxxxx Lanmar GP LLC |
Xxxxxxx Liroc GP LLC |
Xxxxxxx MLP Unit LLC |
Xxxxxxx Orper GP LLC |
Xxxxxxx Salistown GP LLC |
Xxxxxxx Sunway GP LLC |
Xxxxxxx Superwest GP LLC |
Xxxxxxx Walando GP LLC |
Xxxxxxx Washtex GP LLC |
NK-Cinn Xxxxxxxx Property Manager LLC |
Exhibit C
New Subsidiary Guarantors
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, Inc.
Lexington Acquiport Sierra LLC
LXP I, L.P.
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 Xxxxx Manager LLC
Lex Rock Xxxx XX LLC
Lexington Lion Cary GP LLC
Lexington Centennial Manager LLC
Lexington Lion Plymouth GP LLC
Xxx Xxxxxx GP LLC
Lex Shreveport GP LLC
Lex St. Joseph GP LLC
