Guaranty
EXHIBIT I
Form of Borrowing Base Certificate
EXHIBIT J
Representations and Warranties relating to Borrowing Base Assets
EXHIBIT K
Initial Borrowing Base Assets
EXHIBIT L
Form of Pledge Agreement
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THIS AMENDED AND RESTATED CREDIT AGREEMENT AMENDS AND
RESTATES THAT CERTAIN CREDIT AGREEMENT DATED JANUARY 28, 2011 (AS
SAME WAS AMENDED FROM TIME TO TIME, THE "ORIGINAL CREDIT
AGREEMENT"), ENTERED INTO BETWEEN LEXINGTON REALTY TRUST
AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWER, KEYBANK NATIONAL
ASSOCIATION, AS AGENT, WELLS FARGO SECURITIES, AS SYNDICATION
AGENT, AND
KEYBANC CAPITAL MARKETS AND WELLS FARGO SECURITIES,
AS CO-BOOKRUNNERS AND CO-LEAD ARRANGERS, AND
THE VARIOUS LENDERS PARTY THERETO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated 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 ("LCIFII";
collectively with the Trust and LCIF, the "Borrowers" and each a "Borrower"),
KEYBANC CAPITAL MARKETS and WELLS FARGO SECURITIES, LLC, as Co-Lead Arrangers
and Co-BookRunners (collectively, the "Arrangers"), KEYBANK NATIONAL
ASSOCIATION, as Agent (the "Agent"), WELLS FARGO SECURITIES, LLC, as Syndication
Agent, and each of the financial institutions initially a signatory hereto
together with their assignees pursuant to Section 12.5.
WHEREAS, on the terms and conditions contained herein, the Agent and the Lenders
desire to make available to the Borrowers a senior secured revolving credit
facility in the aggregate amount of $300,000,000.00, which will include a
$25,000,000.00 letter of credit sub-facility (the "Revolving Facility"), subject
to increase as provided herein.
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:
ARTICLE I. - DEFINITIONS
Section 1.1.
Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"2008 Term Loans" means the term loans dated March 18, 2008 provided by KeyBank,
as agent on behalf of certain lenders, to the Trust and certain Subsidiaries in
the original aggregate principal amount of $70,000,000.00.
"Accession Agreement" means an Accession Agreement substantially in the form of
Annex I to the Guaranty.
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"Additional Costs" has the meaning given that term in Section 4.1.
"Adjusted EBITDA" means, for any given period, (a) the EBITDA of the Trust and
its Subsidiaries determined on a consolidated basis for such period, minus
(b) Capital Reserves for such period.
"Adjusted LIBOR" means, with respect to each Interest Period for any LIBOR Loan,
the rate obtained by dividing (a) LIBOR for such Interest Period by (b) a
percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all
reserves, if any, required to be maintained with respect to Eurocurrency funding
(currently referred