LEXINGTON REALTY TRUST, Issuer, CERTAIN SUBSIDIARIES OF LEXINGTON REALTYTRUST, Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION, Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of June 13, 2013 6.00% Convertible Guaranteed Notes due2030

EX-4.3 4 v347541_ex4-3.htm EXHIBIT 4.3

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 Supplemental Indenture”), 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 on Exhibit A hereto continue to be Lexington Credit Agreement Obligors (the “Existing Subsidiary Guarantors”), and (2) the Subsidiaries of the Issuer listed on Exhibit 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 1.1 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 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 3.2 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 Tenth 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 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
	Lexington Columbus (Jackson Street) L.P.
	By:   Lexington Columbus (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

 

 

	Lexington Knoxville LLC, a Delaware limited liability company, as a New Guarantor
	By:  Lexington Knoxville 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

 

 

 

	LEXINGTON ARLINGTON L.P.,
	By:  Lexington Arlington Manager LLC, its general partner
	LEXINGTON MOODY L.P.
	By:  Lexington Moody LLC, its general partner
	LEXINGTON FORT MILL II LLC,
	By:  Lexington Fort Mill II Manager LLC, a Delaware limited liability company, its member
	LEXINGTON REDMOND LLC,
	By:  Lexington Redmond 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