EXHIBIT F
Form of Opinion of Counsel
EXHIBIT G
Form of Compliance Certificate
EXHIBIT H
Form of Guaranty
EXHIBIT I
Form of Bid Rate Note
EXHIBIT J
Form of Notice of Swingline Borrowing
EXHIBIT K
Form of Swingline Note
EXHIBIT L
RESERVED
EXHIBIT M
Form of Term Note
EXHIBIT N
Form of Bid Rate Quote Request
EXHIBIT O
Form of Bid Rate Quote
EXHIBIT P
Form of Bid Rate Quote Acceptance
EXHIBIT Q
Form of Designation Agreement
EXHIBITS R-1 to R-4
Forms of U.S. Tax Compliance Certificates
- v-
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
February 6, 2019 by and among LEXINGTON REALTY TRUST, a real estate investment
trust formed under the laws of the State of Maryland (the "Trust"), as borrower
(the "Borrower"), each of the financial institutions initially a signatory
hereto together with their assignees pursuant to Section 12.5. (the "Lenders"),
and KEYBANK NATIONAL ASSOCIATION, as Agent (the "Agent"), with KEYBANC CAPITAL
MARKETS, INC., WELLS FARGO SECURITIES, LLC, and REGIONS CAPITAL MARKETS, as
Joint Lead Arrangers and Joint Bookrunners (collectively, the "Arrangers"),
WELLS FARGO BANK, NATIONAL ASSOCIATION and REGIONS BANK, as Co-Syndication
Agents (the "Co-Syndication Agents"), and BANK OF AMERICA, N.A., JPMORGAN CHASE
BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, TD BANK, N.A., AND U.S. BANK
NATIONAL ASSOCIATION, as Co-Documentation Agents (the "Co-Documentation
Agents").
WHEREAS, the Borrower has previously entered into the Existing Credit Agreement
with KeyBank, as administrative agent, and certain of the Lenders, pursuant to
which the lenders party thereto agreed to extend certain commitments and make
certain extensions of credit available to the Borrower;
WHEREAS, the Borrower has requested and, on the terms and conditions contained
herein, the Agent and the Lenders desire to make available to the Borrower
credit facilities in the aggregate initial amount of $900,000,000, consisting of
(a) a senior revolving credit facility in the aggregate initial amount of
$600,000,000, which will include a $40,000,000 letter of credit sub-facility and
a $40,000,000 swingline subfacility, and (b) a senior term loan facility in the
aggregate initial amount of $300,000,000 that will mature in 2021, (the
facilities described in clauses (a) through (b), collectively, the "Facility"),
all 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 agree
to amend and restate the Existing Credit Agreement in its entirety 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:
"1031 Property" means property held by a "qualified intermediary" (a "QI"), as
defined in the Treasury Regulations promulgated pursuant to Section 1031 of the
Internal Revenue Code, or an "exchange accommodation titleholder" (an "EAT"), as
defined in Revenue Procedure 2000-37, as modified by Revenue Procedure 2004-51,
(or in either case, by one or more Wholly Owned Subsidiaries thereof, singly or
as tenants in common) which