LEXINGTON REALTY TRUST, Issuer, CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST, Subsidiary Guarantors, and Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of June 9, 2009
Issuer,
CERTAIN
SUBSIDIARIES OF LEXINGTON REALTY TRUST,
Subsidiary
Guarantors,
and
U.S.
BANK NATIONAL ASSOCIATION,
Trustee
Dated as
of June 9, 2009
5.45%
Exchangeable Guaranteed Notes due 2027
THIS
FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), is entered
into as of June 9, 2009, 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 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 Parent Guarantor and the Subsidiary Guarantors are guarantors (the “Notes”)
pursuant to that First Supplemental Indenture dated as of January 29, 2007 among
the Issuer, the 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 Guarantors and the Trustee increased the
aggregate principal amount of the Notes by the issuance of Additional Notes
pursuant to that Second Supplemental Indenture dated as of March 9, 2007 among
the Issuer, the Guarantors and the Trustee (the “Second Supplemental
Indenture”);
WHEREAS,
pursuant to Section 901(9) of the Original Indenture, the Issuer, the 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 Guarantors and the Trustee (the “Third
Supplemental Indenture”);
WHEREAS,
pursuant to Section 901(1) of the Original Indenture, the Issuer, the 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 Guarantors and the Trustee
(the “Fourth Supplemental Indenture” and, together with the Original Indenture,
the First Supplement Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, the “Indenture”);
WHEREAS,
as a result of the Fourth Supplemental Indenture, the Parent Guarantor became
the Issuer;
WHEREAS,
pursuant to Sections 901(2) and 1405 of the Original Indenture, if 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 becomes a Lexington Credit Agreement Obligor, the Issuer and 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;
WHEREAS,
the Issuer entered into that certain Credit Agreement, dated as of February 13,
2009 (the “New 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,
in connection with the New Credit Agreement, (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,
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 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 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 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 Guarantors and the Trustee agree as
follows:
2
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 Fifth 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
Guarantors, or the validity of the execution by the Issuer or the Guarantors of
this Fifth 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]
3
IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed as of the day and year first above
written.
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ISSUER:
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as
Issuer of the Notes
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Executive Vice President
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EXISTING
SUBSIDARY GUARANTORS:
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LEPERCQ
CORPORATE INCOME FUND L.P.,
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a
Delaware limited partnership, as a Subsidiary Guarantor
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By:
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Lex
GP-1 Trust, its general partner, a Delaware statutory
trust
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEPERCQ
CORPORATE INCOME FUND II L.P.,
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a
Delaware limited partnership, as a Subsidiary Guarantor
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By:
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Lex
GP-1 Trust, its general partner, a Delaware statutory
trust
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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NET
3 ACQUISITION L.P., a Delaware limited partnership, as a Subsidiary
Guarantor
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By:
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Lex
GP-1 Trust, its general partner, a Delaware statutory
trust
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEX
GP-1 TRUST,
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as
a Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEX
LP-1 TRUST,
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as
a Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
OLIVE BRANCH MANAGER LLC, a Delaware limited liability company, as a
Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
REALTY ADVISORS, INC., a Delaware corporation, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
SOUTHFIELD LLC, a Delaware limited liability company, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
WAXAHACHIE MANAGER LLC, its sole general partner, a Delaware limited
liability company, as a Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LXP
I TRUST, a Delaware statutory trust, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
WESTPORT MANAGER LLC, a Delaware limited liability company, as a
Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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NEW
SUBSIDIARY GUARANTORS:
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LEXINGTON
COLLIERVILLE MANAGER LLC, a Delaware limited liability company, as a
Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
XXXXXX MANAGER LLC, a Delaware limited liability company, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
XXXXXXXX MANAGER LLC, a Delaware limited liability company, as a
Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
FORT STREET TRUSTEE LLC, a Delaware limited liability company, as a
Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
HONOLULU MANAGER LLC, a Delaware limited liability company, as a
Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
LAC LENEXA GP LLC, a Delaware limited liability company, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
MLP WESTERVILLE MANAGER LLC, a Delaware limited liability company, as a
Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEXINGTON
TOY TRUSTEE LLC, a Delaware limited liability company, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LEX-PROPERTY
HOLDINGS LLC, a Delaware limited liability company, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LSAC
CROSSVILLE MANAGER LLC, a Delaware limited liability company, as a
Subsidiary Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LSAC
GENERAL PARTNER LLC, a Delaware limited liability company, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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LSAC
OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as a
Subsidiary Guarantor
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By:
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LSAC
General Partner LLC, a Delaware limited liability company, its general
partner
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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MLP
UNIT PLEDGE GP LLC, a Delaware limited liability company, as a Subsidiary
Guarantor
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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MLP
UNIT PLEDGE L.P., a Delaware limited partnership, as a Subsidiary
Guarantor
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By:
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MLP
Unit Pledge GP LLC, a Delaware limited liability company, its general
partner
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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XXXXXXX
21 AT GP LLC
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XXXXXXX
ALTENN GP LLC
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XXXXXXX
XXXXX GP LLC
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XXXXXXX
BASOT GP LLC
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XXXXXXX
BEDCAR GP LLC
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XXXXXXX
XXXXXXXX GP LLC
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XXXXXXX
CLIFMAR GP LLC
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XXXXXXX
DALHILL GP LLC
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XXXXXXX
ELWAY GP LLC
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XXXXXXX
GERSANT GP LLC
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XXXXXXX
JACWAY GP LLC
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XXXXXXX
JLE WAY GP LLC
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XXXXXXX
JOHAB GP LLC
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XXXXXXX
LANMAR GP LLC
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XXXXXXX
LIROC GP LLC
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XXXXXXX
ORPER GP LLC
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XXXXXXX
SABLEMART GP LLC
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XXXXXXX
SALISTOWN GP LLC
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XXXXXXX
XXXXXXX GP LLC
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XXXXXXX
SPOKMONT GP LLC
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XXXXXXX
STATMONT GP LLC
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XXXXXXX
SUNWAY GP LLC
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XXXXXXX
SUPERWEST GP LLC
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XXXXXXX
WALANDO GP LLC
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XXXXXXX
WASHTEX GP LLC
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NK-CINN
XXXXXXXX PROPERTY MANAGER LLC
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NK-LUMBERTON
PROPERTY MANAGER LLC
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NK-ODW/COLUMBUS
PROPERTY MANAGER LLC
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LEX
GP HOLDING LLC
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XXXXXXX
MLP UNIT LLC
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Each,
a Delaware limited liability company
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By:
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MLP
Manager Corp., their Manager
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Senior Vice President
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TRUSTEE:
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U.S.
BANK NATIONAL ASSOCIATION,
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as
Trustee
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title:
Vice President
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Exhibit
A
Released Subsidiary
Guarantors
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Lexington
BCBS L.L.C.
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Lexington
Carrollton Manager LLC
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Lexington
Chelmsford Manager LLC
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Lexington
Contributions Inc.
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Lexington Dover
LLC
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Lexington
Fort Street Trust
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Lexington
Foxboro I LLC
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Lexington
Foxboro II LLC
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Lexington
High Point Manager LLC
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Lexington
Los Angeles Manager LLC
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Lexington
Millington Manager LLC
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Lexington Minneapolis
LLC
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Lexington Multi-State
Holdings L.P.
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Lexington
OC LLC
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Lexington
Olive Branch LLC
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Lexington Tennessee
Holdings L.P.
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Lexington Texas
Holdings L.P.
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Lexington
TIC OK Holdings L.P.
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Lexington
Toys II Trust
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Lexington
Wallingford Manager LLC
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Lexington
Waxahachie L.P.
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LXP
GP, LLC
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LXP
I, L.P.
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LXP
II, L.P.
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LXP
ISS Holdings L.P.
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LXP
Memorial L.L.C.
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LXP
Realty Income Fund L.P.
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Phoenix
Hotel Associates Limited Partnership
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Savannah
Waterfront Hotel LLC
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Union
Hills Associates
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Union
Hills Associates II
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Lexington
Collierville L.P.
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Lexington
Collierville Manager LLC
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Lexington
Xxxxxxxxx Manager LLC
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Lexington
Euro Holdings LTD.
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LXP
Advisory LLC
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Westport
View Corporate Center L.P.
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Exhibit
B
Existing Subsidiary
Guarantors
|
Lepercq
Corporate Income Fund L.P.
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Lepercq
Corporate Income Fund II L.P.
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Net
3 Acquisition L.P.
|
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Lex
GP-1 Trust
|
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Lex
LP-1 Trust
|
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Lexington
Olive Branch Manager LLC
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Lexington
Realty Advisors, Inc.
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Lexington Southfield
LLC
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Lexington
Waxahachie Manager LLC
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LXP
I Trust
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Lexington
Westport Manager LLC
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Exhibit
C
New Subsidiary
Guarantors
|
Lex
GP Holding LLC
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Lexington
Collierville Manager LLC
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Lexington
Xxxxxx Manager LLC
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Lexington
Xxxxxxxx Manager LLC
|
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Lexington
Fort Street Trustee LLC
|
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Lexington
Honolulu Manager LLC
|
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Lexington
LAC Lenexa GP LLC
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Lexington
MLP Westerville Manager LLC
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Lexington
Toy Trustee LLC
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Lex-Property
Holdings LLC
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LSAC
Crossville Manager LLC
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LSAC
General Partner LLC
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LSAC
Operating Partnership L.P.
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MLP
Unit Pledge GP LLC
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MLP
Unit Pledge X.X.
|
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Xxxxxxx
21AT GP LLC
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Xxxxxxx
Altenn GP LLC
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Xxxxxxx
Xxxxx GP LLC
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Xxxxxxx
Basot GP LLC
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Xxxxxxx
Bedcar GP LLC
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Xxxxxxx
Xxxxxxxx GP LLC
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Xxxxxxx
Clifmar GP LLC
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Xxxxxxx
Xxxxxx XX LLC
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Xxxxxxx
Elway GP LLC
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Xxxxxxx
Gersant GP LLC
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Xxxxxxx
Xxxxxxx XX LLC
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Xxxxxxx
JLE WAY GP LLC
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Xxxxxxx
Johab GP LLC
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Xxxxxxx
Lanmar GP LLC
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Xxxxxxx
Liroc GP LLC
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Xxxxxxx
MLP Unit LLC
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Xxxxxxx
Orper GP LLC
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Xxxxxxx
Sablemark GP LLC
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Xxxxxxx
Salistown GP LLC
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Xxxxxxx
Xxxxxxx GP LLC
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Xxxxxxx
Statmont GP LLC
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Xxxxxxx
Sunway GP LLC
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Xxxxxxx
Superwest GP LLC
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Xxxxxxx
Walando GP LLC
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Xxxxxxx
Washtex GP LLC
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NK-Cinn
Xxxxxxxx Property Manager LLC
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