third_amend-credit.htm


    Exhibit 10.1

     

     

    
      THIRD
        AMENDMENT TO CREDIT AGREEMENT

      


      


      THIS
        THIRD AMENDMENT TO CREDIT
        AGREEMENT (this “Amendment”) dated as of December 18, 2007, but effective
        as of February 1, 2007 (the “Effective Date”) by and among LEXINGTON REALTY
        TRUST (formerly known as LEXINGTON CORPORATE PROPERTIES TRUST), a real estate
        investment trust formed under the laws of the State of Maryland, LEPERCQ
        CORPORATE INCOME FUND L.P., a limited partnership formed under the laws of
        the
        State of Delaware, LEPERCQ CORPORATE INCOME FUND II L.P., a limited partnership
        formed under the laws of the State of Delaware, NET 3 ACQUISITION L.P., a
        limited partnership formed under the laws of the State of Delaware
        (collectively, the “Borrowers” and each a “Borrower”), each of Lenders party
        hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the
“Agent”).

      


      WHEREAS,
        the Borrowers, the Lenders,
        the Agent and certain other parties have entered into that certain Credit
        Agreement dated as of June 27, 2005 (as amended and in effect immediately
        prior to the date hereof, the “Credit Agreement”) and the parties hereto desire
        to amend certain provisions of the Credit 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
        Amendment to Credit
        Agreement.  The parties hereto agree that subsection (f)
        of Section 9.1. of the Credit Agreement is restated in its entirety as
        follows:

       

      
        (f)  Minimum
          Net
          Worth.  Tangible Net Worth at any time to be less than
          (i) $845,175,000 plus (ii) 75.0%
          of the Net Proceeds of all Equity Issuances effected by the Trust or any
          Subsidiary after March 31, 2005 (other than (x) Equity Issuances to the
          Trust or any Subsidiary and (y) Equity Issuances by the Trust or any
          Subsidiary, to the extent the proceeds thereof are used at the time of
          such
          Equity Issuance, or within twelve months of such Equity Issuance, to redeem,
          repurchase or otherwise acquire or retire any other Equity Interest (other
          than
          Mandatorily Redeemable Stock) of the Trust or such Subsidiary, as the case
          may
          be). 

      

      


      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 Lenders
        constituting the Requisite Lenders;

      


      (b)           
        An Acknowledgment 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.  The
        Borrowers represent and warrant to the Agent and the Lenders that:

      


      (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
        respective obligations hereunder and under the Credit Agreement, as amended
        by
        this Amendment, in accordance with their respective terms.  This
        Amendment has been duly executed and delivered by a duly authorized officer
        of
        each Borrower and each of this Amendment and the Credit Agreement, as amended
        by
        this Amendment, is a legal, valid and binding obligation of each Borrower
        enforceable against such Borrower in accordance with its respective terms
        except
        as (i) the enforceability thereof may be limited by bankruptcy, insolvency
        or similar laws affecting creditors rights generally and (ii) the
        availability of equitable remedies may be limited by equitable principles
        of
        general applicability.

      


      (b)           
        Compliance with
        Laws,
        etc.  The execution and delivery of this Amendment by each
        Borrower and the performance by each Borrower of this Amendment and the Credit
        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 (including all Environmental Laws) relating to any Borrower or any other
        Loan Party; (ii) conflict with, result in a breach of or constitute a
        default under the organizational documents of any Borrower or any other Loan
        Party or any indenture, agreement or other instrument to which any Borrower
        or
        any other Loan Party is a party or by which it or any of its respective
        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 any Borrower or any other Loan Party.

      


      (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 Borrower to the
        Agent
        and the Lenders in the Credit 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 Credit Agreement in any of
        the Loan Documents shall be deemed to be a reference to the Credit Agreement
        as
        amended by this Amendment.

      


      Section 6.    Expenses.  The
        Borrowers shall reimburse the Agent and each Lender upon demand for all costs
        and expenses (including attorneys’ fees) incurred by the Agent or
        such

       

       

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      Lender 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 LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
        EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

      


      Section 9.    Effect.  Except
        as expressly herein amended, the terms and conditions of the Credit Agreement
        and the other Loan Documents remain in full force and effect.  The
        amendments contained herein shall be deemed to have prospective application
        only
        beginning on the Effective Date.

      


      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 Credit Agreement.

      


      


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          -3-

          
            

          

        

        
          
          

        

      

      
 

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

      


       

      
      

      
        	 	LEXINGTON
                REALTY
                TRUST
	 	 	 
	 	 	 
	 	By:	
                 /s/
                  Patrick
                  Carroll

              
	 	 	Name:
                Patrick
                Carroll
	 	 	Title:
                Chief Financial
                Officer


      

      
         

        
        

        
          	 	
                  LEPERCQ
                    CORPORATE INCOME FUND L.P. 

                
	 	 
	 	By:  Lex
                  GP-1 Trust, its sole general partner
	 	 	 
	 	 	 
	 	By:	
                   /s/
                    Patrick
                    Carroll

                
	 	 	Name:
                  Patrick
                  Carroll
	 	 	Title:
                  Chief Financial
                  Officer


        

         

        
        

        
          	 	
                  
                    LEPERCQ
                      CORPORATE INCOME FUND II L.P. 

                  

                
	 	 
	 	By:  Lex
                  GP-1 Trust, its sole general partner
	 	 	 
	 	 	 
	 	By:	
                   /s/
                    Patrick
                    Carroll

                
	 	 	Name:
                  Patrick
                  Carroll
	 	 	Title:
                  Chief Financial
                  Officer


        

         

        
        

        
          	 	
                  
                    NET
                      3 ACQUISITION L.P. 

                  

                
	 	 
	 	By:  Lex
                  GP-1 Trust, its sole general partner
	 	 	 
	 	 	 
	 	By:	
                   /s/
                    Patrick
                    Carroll

                
	 	 	Name:
                  Patrick
                  Carroll
	 	 	Title:
                  Chief Financial
                  Officer


        

      

      


      


      
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      [Signature
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      for
        Lexington Realty Trust et al.]

      


      
         

        
        

        
          	 	
                  WACHOVIA
                    BANK, NATIONAL ASSOCIATION, 
  individually and as Agent
                    

                
	 	 	 
	 	 	 
	 	By:	
                   /s/
                    Wesley G.
                    Carter

                
	 	 	Name:
                  Wesley G.
                  Carter
	 	 	Title:
                  Director


        

      

       

      
        
          
          

          
            	 	
                    KEYBANK
                      NATIONAL ASSOCIATION

                  
	 	 	 
	 	 	 
	 	By:	
                     /s/
                      Jane E.
                      McGrath

                  
	 	 	Name:
                    Jane E.
                    McGrath
	 	 	Title:
                    Vice
                    President


          

        

         

        
          
            
            

            
              	 	
                      
                        SOVEREIGN
                          BANK 

                      

                    
	 	 	 
	 	 	 
	 	By:	
                       /s/
                        T. Gregory
                        Donohue

                    
	 	 	Name:
                      T. Gregory
                      Donohue
	 	 	Title:
                      Senior Vice
                      President


            

          

        

      

      
         

        
          
            
            

            
              	 	
                      
                        
                          PNC
                            BANK, N.A. 

                        

                      

                    
	 	 	 
	 	 	 
	 	By:	
                       /s/
                        Anthony
                        Wong

                    
	 	 	Name:
                      Anthony
                      Wong
	 	 	Title:
                      Vice
                      President


            

             

             

            


          

        

      

      
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                            BRANCH
                              BANKING AND TRUST COMPANY 

                          

                        

                      

                    
	 	 	 
	 	 	 
	 	By:	
                       /s/
                        Robert M.
                        Searson

                    
	 	 	Name:
                      Robert M.
                      Searson
	 	 	Title:
                      Senior Vice
                      President


            

             

            
              
                
                

                
                  	 	
                          
                            
                              
                                PEOPLES
                                  BANK 

                              

                            

                          

                        
	 	 	 
	 	 	 
	 	By:	
                           /s/
                            Maurice
                            Fry

                        
	 	 	Name:
                          Maurice
                          Fry
	 	 	Title:
                          Vice
                          President


                

                 

                
                  
                    
                    

                    
                      	 	
                              
                                
                                  
                                    
                                      COMERICA
                                        BANK 

                                    

                                  

                                

                              

                            
	 	 	 
	 	 	 
	 	By:	
                               /s/
                                James
                                Graycheck

                            
	 	 	Name:
                              James
                              Graycheck
	 	 	Title:
                              Vice
                              President


                    

                     

                    
                      
                        
                        

                        
                          	 	
                                  
                                    
                                      
                                        
                                          
                                            CITIZENS
                                              BANK OF RHODE ISLAND 

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 
	 	 	 
	 	By:	
                                   /s/
                                    Donald
                                    Woods

                                
	 	 	Name:
                                  Donald
                                  Woods
	 	 	Title:
                                  Vice
                                  President


                        





                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      EXHIBIT
        A

      


      FORM
        OF
        GUARANTOR ACKNOWLEDGEMENT

      


      


      THIS
        GUARANTOR ACKNOWLEDGEMENT dated as
        of December 18, 2007 (this “Acknowledgment”) executed by each of the
        undersigned (the “Guarantors”) in favor of WACHOVIA BANK, NATIONAL ASSOCIATION,
        as Agent (the “Agent”) and each Lender under the Credit Agreement referred to
        below.

      


      WHEREAS,
        Lexington Realty Trust
        (formerly known as Lexington Corporate Properties Trust), Lepercq Corporate
        Income Fund L.P., Lepercq Corporate Income Fund II L.P. and Net 3 Acquisition
        L.P. (collectively, the “Borrowers”), the Lenders, the Agent and certain other
        parties have entered into that certain Credit Agreement dated as of
        June 27, 2005 (as amended, restated, supplemented or otherwise modified
        from time to time, the “Credit Agreement”);

      


      WHEREAS,
        each of the Guarantors is a
        party to that certain Guaranty dated as of June 27, 2005 (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 Credit Agreement on the terms and conditions contained
        in
        the Guaranty;

      


      WHEREAS,
        the Borrowers, the Agent and
        certain of the Lenders are to enter into a Third Amendment to Credit Agreement
        dated as of the date hereof (the “Amendment”), to amend certain terms of the
        Credit 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
        Acknowledgment.

      


      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 REAFFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED IN
        ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
        EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

      


      Section 3.  Counterparts.  This
        Reaffirmation 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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


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

      


      


      
        	Acquiport
                LSL GP LLC, a Delaware limited liability 
company
	 
	By:
                Lexington Realty Trust, its managing member, a 
Maryland statutory real
                estate investment trust
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	Lex
                GP-1 Trust
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lex
                  LP-1 Trust

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  BCBS L.L.C., a Delaware limited liability 
company

              
	 
	By:
                Lexington Realty Trust, its managing member, a 
Maryland statutory real
                estate investment trust
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Carrollton Manager LLC

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              


      

       

       

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                Lexington
                  Chelmsford Manager LLC

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Contributions Inc.

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Dover LLC

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Fort Street Trust

              
	 
	By:  Lexington
                Fort Street Trustee LLC
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Foxboro II LLC

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              


      

      


      


      


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                Lexington
                  High Point Manager LLC

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Los Angeles Manager LLC

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Millington Manager LLC

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Multi-State Holdings L.P., a Delaware 
limited
                  partnership

              
	 
	
                By:
                  Lexington Multi-State Holdings Manager LLC, its 
sole general partner,
                  a Delaware limited liability

                company

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              


      

      


      


      


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                Lexington
                  OC LLC, a Delaware limited liability 
company 

              
	 
	By:
                Lepercq Corporate Income Fund II L.P., its 
managing member, a Delaware
                limited partnership
	 
	By:
                Lex GP-1 Trust, its sole general partner, a 
Delaware statutory
                trust
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Olive Branch LLC, a Delaware limited 
liability
                  company

              
	 
	By:
                Lexington Olive Branch Manager LLC, its 
managing member, a Delaware
                limited liability 
company
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Olive Branch Manager LLC

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              


      

      


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                Lexington
                  Realty Advisors, Inc.

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Southfield LLC

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Tennessee Holdings L.P., a Delaware limited
                  
partnership

              
	 
	By:
                Lex GP-1 Trust, its sole general partner, a 
Delaware statutory
                trust
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Texas Holdings L.P., a Delaware limited 
partnership

              
	 
	By:
                Lexington Texas Holdings Manager LLC, its sole 
general partner, a
                Delaware limited liability company
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Toys II Trust

              
	 
	By:  Lexington
                Toy Trustee LLC
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              


      

       

       

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                Lexington
                  Wallingford Manager LLC

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Waxahachie L.P., a Delaware limited 
partnership

              
	 
	
                By:
                  Lexington Waxahachie Manager LLC, its sole 
general partner, a Delaware
                  limited liability company

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Lexington
                  Waxahachie Manager LLC, its sole general 
partner, a Delaware limited
                  liability company

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                LXP
                  GP, LLC

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              


      

       

       

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                LXP
                  I Trust

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                LXP
                  II, Inc.

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                LXP
                  I, L.P., a Delaware limited partnership

              
	 
	
                By:
                  LXP I Trust, its sole general partner, a Delaware 
statutory
                  trust

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                LXP
                  II, L.P., a Delaware limited partnership

              
	 
	
                By:
                  LXP II Inc., its sole general partner, a Delaware
                  
corporation

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                LXP
                  ISS Holdings L.P., a Delaware limited partnership

              
	 
	
                By:
                  LXP ISS Holdings Manager LLC, its sole general 
partner, a Delaware
                  limited liability company

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              


      

      


      


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                LXP
                  Memorial L.L.C., a Delaware limited liability
                  
company

              
	 
	
                By:
                  Lexington Realty Trust, its managing member, a 
Maryland statutory real
                  estate investment trust

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              


      

      


      
        	
                LXP
                  Realty Income Fund L.P., a Delaware limited
                  
partnership

              
	 
	
                By:
                  LXP RIF Manager LLC, its sole general partner, a 
Delaware limited
                  liability company

              
	 
	
                By:____________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:   President

              
	 
	
                Phoenix
                  Hotel Associates Limited Partnership

              
	 
	
                By:
                  Lepercq Corporate Income Fund II L.P., its sole 
general partner, a
                  Delaware limited partnership

              
	 
	
                By:
                  Lex GP-1 Trust, its sole general partner, a 
Delaware statutory
                  trust

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:  President

              


      

      


      


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                Savannah
                  Waterfront Hotel LLC, a Delaware limited 
liability
                  company

              
	 
	
                By:
                  Lepercq Corporate Income Fund L.P., its managing 
member, a Delaware
                  limited partnership

              
	 
	
                By:
                  Lex GP-1 Trust, its sole general partner, a 
Delaware statutory
                  trust

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:  President

              


      

      


      
        	
                Union
                  Hills Associates, an Arizona general partnership

              
	 
	
                By:
                  Union Hills Associates II, its managing general 
partner, an Arizona
                  general partnership

              
	 
	
                By:
                  Lexington Realty Trust, its managing general 
partner, a Maryland
                  statutory real estate investment 
trust

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:  President

              
	 
	
                Union
                  Hills Associates II, its managing general 
partner, an Arizona general
                  partnership

              
	 
	
                By:
                  Lexington Realty Trust, its managing general 
partner, a Maryland
                  statutory real estate investment 
trust

              
	 
	
                By:___________________________

                   
                  Name: T. Wilson Eglin

                   
                  Title:  President

              


      

      


      


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      [Signature
        Page to Guarantor Acknowledgement

      to
        Third Amendment to Credit Agreement]

      


      
        	
                Lexington
                  Collierville L.P.

              
	 
	
                By:  Lexington
                  Colliverville Manager LLC

              
	 
	
                By:___________________________

                   
                  Name:  Patrick Carroll

                   
                  Title:    Executive Vice President

              
	 
	
                Lexington
                  Collierville Manager LLC

              
	 
	
                By:___________________________

                   
                  Name:  Patrick Carroll

                   
                  Title:    Executive Vice President

              
	 
	
                Lexington
                  Westport Manager LLC

              
	 
	
                By:___________________________

                   
                  Name:  Patrick Carroll

                   
                  Title:    Executive Vice President

              
	 
	
                Lexington
                  Sugarland Manager LLC

              
	 
	
                By:___________________________

                   
                  Name:  Patrick Carroll

                   
                  Title:    Executive Vice President

              
	 
	
                Lexington
                  Euro Holdings Ltd.

              
	 
	
                By:___________________________

                   
                  Name:  Patrick Carroll

                   
                  Title:    Executive Vice
                  President

              


      

      


      


      [Signatures
        Continued on Next Page]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [Signature
        Page to Guarantor Acknowledgement

      to
        Third Amendment to Credit Agreement]

      


      
        	
                Westport
                  View Corporate Center L.P.

              
	 
	
                By:  Lexington
                  Westport Manager LLC

              
	 
	
                By:___________________________

                   
                  Name:  Patrick Carroll

                   
                  Title:    Executive Vice
                  President