LXP EX10.2 6.22.12








FIRST AMENDMENT TO TERM LOAN AGREEMENT




This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of June 22, 2012, but effective as of January 13, 2012, by and among LEXINGTON REALTY TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Trust”), LEPERCQ CORPORATE INCOME FUND L.P., a limited partnership formed under the laws of the State of Delaware (“LCIF”), and LEPERCQ CORPORATE INCOME FUND II L.P., a limited partnership formed under the laws of the State of Delaware (collectively with the Trust and LCIF, the “Borrowers” and each a “Borrower”), each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”).


WHEREAS, the Borrowers, the Lenders, the Agent and certain other parties have entered into that certain Term Loan Agreement dated as of January 13, 2012 (as in effect immediately prior to the date hereof, the “Term Loan Agreement”); and


WHEREAS, the Borrower, the Lenders and the Agent desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:


Section 1.  Specific Amendments to Term Loan Agreement.  The parties hereto agree that the Term Loan Agreement is amended effective as of January 13, 2012, by deleteing the word “and” at the end of Section 9.2(e), replacing the “.” at the end of Section 9.2(f) with “; and” and adding the following new subsection (g) immediately following Section 9.2(f):


(g)    The Trust may redeem its Preferred Equity Interests.


Section 2.  Conditions Precedent.  The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:


(a)    A counterpart of this Amendment duly executed by the Borrowers and the Lenders;


(b)    A Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor; and


(c)    Such other documents, instruments and agreements as the Agent may reasonably request.


Section 3.  Representations.  Each Borrower represents and warrants to the Agent and each Lender as follows:


(a)    Authorization.  Each Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms.  This Amendment has been duly executed and delivered by the duly authorized officers of each Borrower and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of each Borrower enforceable against each Borrower in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.













(b)    Compliance with Laws, etc.  The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of this Amendment and the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise:  (i) require any Government Approvals or violate any Applicable Laws relating to any Borrower; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Borrower or any indenture, agreement or other instrument to which any Borrower is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower.


(c)    No Default.  No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.


Section 4.  Reaffirmation of Representations by Borrowers.  Each Borrower hereby repeats and reaffirms all representations and warranties made by such Borrowers to the Agent and the Lenders in the Term Loan Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.


Section 5.  Certain References.  Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.  


Section 6.  Expenses.  The Borrower shall reimburse the Agent upon demand for all reasonable out-of-pocket costs and expenses (including attorneys' fees) actually incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.


Section 7.  Benefits.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


Section 8.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE (INCLUDING, FOR SUCH PURPOSE, SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK).


Section 9.  Effect.  Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect.  The amendment contained herein shall be deemed to be effective as of January 13, 2012.


Section 10.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.


Section 11.  Definitions.  All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement.








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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Term Loan Agreement to be executed as of the date first above written.




LEXINGTON REALTY TRUST


	
			
	By:
	/s/ Joseph S. Bonventre

	Name:
	Joseph S. Bonventre

	Title:
	Executive Vice President








Lepercq Corporate Income Fund L.P.
Lepercq Corporate Income Fund II L.P.


Each By:  LEX GP-1 Trust, its sole general partner


	
			
	By:
	/s/ Joseph S. Bonventre

	Name:
	Joseph S. Bonventre

	Title:
	Vice President


























































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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Lender 




	
			
	By:
	/s/ D. Bryan Gregory

	Name:
	D. Bryan Gregory

	Title:
	Director




















































































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KEYBANK NATIONAL ASSOCIATION




	
			
	By:
	/s/ Jane E. McGrath

	Name:
	Jane E. McGrath

	Title:
	Vice President




    
















































































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REGIONS BANK




	
			
	By:
	/s/ Kerri Raines

	Name:
	Kerri Raines

	Title:
	Vice President




    
















































































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CAPITAL ONE, N.A.




	
			
	By:
	/s/ Frederick H. Denecke

	Name:
	Frederick H. Denecke

	Title:
	Vice President




    
















































































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BRANCH BANKING AND TRUST COMPANY




	
			
	By:
	/s/ Ahaz A. Armstrong

	Name:
	Ahaz A. Armstrong

	Title:
	Assistant Vice President




    
















































































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TD BANK, N.A.




	
			
	By:
	/s/ Brian Welch

	Name:
	Brian Welch

	Title:
	Senior Vice President













    
EXHIBIT A


FORM OF GUARANTOR ACKNOWLEDGEMENT




THIS GUARANTOR ACKNOWLEDGEMENT dated as of June ___, 2012 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”) and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).


WHEREAS, Lexington Realty Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Trust”), Lepercq Corporate Income Fund L.P., a limited partnership formed under the laws of the State of Delaware (“LCIF”), and Lepercq Corporate Income Fund II L.P., a limited partnership formed under the laws of the State of Delaware (collectively with the Trust and LCIF, the “Borrowers” and each a “Borrower”), the Lenders, the Agent and certain other parties have entered into that certain Term Loan Agreement dated as of January 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);


WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of January 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrowers' obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;


WHEREAS, the Borrower, the Agent and the Lenders are to enter into a First Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Term Loan Agreement on the terms and conditions contained therein; and


WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:


Section 1.  Reaffirmation.  Each Guarantor hereby reaffirms its continuing obligations to the Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.


Section 2.  Governing Law.  THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE (INCLUDING, FOR SUCH PURPOSE, SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK)..


Section 3.  Counterparts.  This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.


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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.


GUARANTORS:


LEXINGTON ACQUIPORT COMPANY, LLC
LEXINGTON DUNCAN MANAGER LLC
LEXINGTON MLP WESTERVILLE MANAGER LLC
LEXINGTON LAC LENEXA GP LLC
LEXINGTON LAKEWOOD MANAGER LLC
LEXINGTON MILLINGTON MANAGER LLC
LEXINGTON COLUMBUS GP LLC
LEX CHILLICOTHE GP LLC
LEX WESTERVILLE GP LLC
LEX ROCK HILL GP LLC
LEXINGTON ALLEN MANAGER LLC


Each By: Lexington Realty Trust, its sole member


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Executive Vice President








ACQUIPORT 550 MANAGER LLC
ACQUIPORT 600 MANAGER LLC
ACQUIPORT WINCHESTER MANAGER LLC


Each By: Lexington Acquiport Company, LLC, its sole member


By: Lexington Realty Trust, its sole member


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President








LEX LP-1 TRUST


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President










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LEX GP-1 TRUST


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President








PHOENIX HOTEL ASSOCIATES LIMITED PARTNERSHIP


By:     Lepercq Corporate Income Fund II L.P., 
its sole general partner


By: Lex GP-1 Trust, its sole general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President








LEXINGTON BRISTOL GP LLC
LEXINGTON DULLES MANAGER LLC


Each By: Phoenix Hotel Associates Limited Partnership, 
its sole member


By:     Lepercq Corporate Income Fund II L.P., 
its sole general partner


By: Lex GP-1 Trust, its sole general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






















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LEXINGTON SHELBY GP LLC
LEXINGTON TAMPA GP LLC


Each By: Lepercq Corporate Income Fund II L.P., 
its sole member


By: Lex GP-1 Trust, its sole general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President








LEXINGTON FLORENCE MANAGER LLC
LEXINGTON FORT STREET TRUSTEE LLC
LEXINGTON HONOLULU MANAGER LLC
LEXINGTON SOUTHFIELD LLC
LEXINGTON TOY TRUSTEE LLC
LEXINGTON OLIVE BRANCH MANAGER LLC
LEXINGTON LAKE FOREST MANAGER LLC
LEXINGTON WALLINGFORD MANAGER LLC
LEXINGTON HIGH POINT MANAGER LLC
LEXINGTON COLLIERVILLE MANAGER LLC
LEXINGTON LOUISVILLE MANAGER LLC
LEXINGTON TNI WESTLAKE MANAGER LLC


Each By: Lepercq Corporate Income Fund L.P., its sole member


By: Lex GP-1 Trust, its sole general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President








LEX GP HOLDING LLC


By: MLP Manager Corp., its sole manager


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






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ACQUIPORT SIERRA MANAGER CORP.


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






By:______________________
Name:     Joseph S. Bonventre
Title:      Vice President


LEXINGTON ACQUIPORT SIERRA LLC


By: Acquiport Sierra Manager Corp., its sole manager




By:______________________
        Name:     Joseph S. Bonventre
         Title:      Vice President


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 JACWAY GP LLC
NEWKIRK JLE WAY GP LLC
NEWKIRK JOHAB GP LLC
NEWKIRK LANMAR GP LLC
NEWKIRK LIROC GP LLC
NEWKIRK ORPER GP LLC
NEWKIRK SALISTOWN GP LLC
NEWKIRK SUNWAY GP LLC
NEWKIRK SUPERWEST GP LLC
NEWKIRK WALANDO GP LLC
NEWKIRK WASHTEX GP LLC


Each By: MLP Manager Corp., its sole manager


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






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LEX-PROPERTY HOLDINGS LLC


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






NK-ODW/COLUMBUS PROPERTY MANAGER LLC
NK-LUMBERTON PROPERTY MANAGER LLC
NK-CINN HAMILTON PROPERTY MANAGER LLC


Each By: Lex-Property Holdings LLC, its sole member


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LSAC GENERAL PARTNER LLC


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LSAC OPERATING PARTNERSHIP L.P.


By: LSAC General Partner LLC, its sole general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President








LSAC CROSSVILLE MANAGER LLC


By: LSAC Operating Partnership L.P., its sole member


By: LSAC General Partner LLC, its sole general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






    
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LXP I TRUST


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LXP I, L.P.


By: LXP I Trust, its sole general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LEXINGTON REALTY ADVISORS, INC.


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LEXINGTON WAXAHACHIE MANAGER LLC


By: Lexington Realty Advisors, Inc., its sole member


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LEXINGTON DURHAM INC. 


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






NEWKIRK MLP UNIT LLC


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






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MLP UNIT PLEDGE GP LLC


By: Newkirk MLP Unit LLC, its sole member


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President








MLP UNIT PLEDGE L.P.


By: MLP Unit Pledge GP LLC, its sole general partner


By: Newkirk MLP Unit LLC, its sole member


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LEXINGTON/LION VENTURE L.P.


By:  LXP GP LLC, general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LEXINGTON LION CARY GP LLC


By:  Lexington/Lion Venture L.P., member


By:  LXP GP LLC, general partner


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President






LXP GP LLC


	
			
	By:
	 

	Name:
	Joseph S. Bonventre

	Title:
	Vice President








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