CapLease, Inc. Sample Contracts

CapLease, Inc. – SUPPLEMENTAL INDENTURE JUNIOR SUBORDINATED NOTES (November 6th, 2013)

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 5, 2013, is by and among CAPLEASE, LP, a Delaware limited partnership (the “Initial Issuer”), ARC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “New Issuer”), and THE BANK OF NEW YORK MELLON as successor-in-trust to JPMorgan Chase Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

CapLease, Inc. – THIRD AMENDMENT TO CREDIT agreement (November 6th, 2013)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of November 5, 2013 (the “Agreement Date”), by and among ARC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as successor by merger to Caplease, LP (“ARCOP”), a Delaware limited partnership, PREFCO DIX-NEUF LLC, a Connecticut limited liability company, PREFCO NINETEEN LIMITED PARTNERSHIP, a Connecticut limited partnership, CLF CANE RUN MEMBER, LLC, a Delaware limited liability company, CLF CANE RUN LOUISVILLE, LLC, a Delaware limited liability company, CLF LANDMARK OMAHA LLC, a Delaware limited liability company, CLF DODGE OMAHA LLC, a Delaware limited liability company, KDC BUSCH BOULEVARD LLC, a Delaware limited liability company, CLF 555 N DANIELS WAY LLC, a Delaware limited liability company, CLF PULCO ONE LLC, a Delaware limited liability company, CLF PULCO TWO LLC, a Delaware limited liability company, CLF TOLLWAY PLANO LP, a Delaware limited partnership, CLF ASHLAND LLC, a Delaware li

CapLease, Inc. – SUPPLEMENTAL INDENTURE 7.50% CONVERTIBLE SENIOR NOTES (November 6th, 2013)

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 5, 2013, is by and among AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation (the “New Issuer”), ARC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“New Guarantor”), CAPLEASE, INC., a Maryland corporation (the “Initial Issuer”), CAPLEASE, LP, a Delaware limited partnership (“Initial Guarantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).

CapLease, Inc. – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (September 26th, 2013)

This Amendment No. 1 (this “Agreement”) to the Employment Agreement dated as of February 13, 2007 (the “Employment Agreement”), between CapLease, Inc., a Maryland corporation (the “Company”) and Paul C. Hughes (the “Executive”), is made and entered into this 24 day of September, 2013 (the “Effective Date”).

CapLease, Inc. – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (September 26th, 2013)

This Amendment No. 1 (this “Agreement”) to the Employment Agreement dated as of March 24, 2004 (the “Employment Agreement”), between CapLease, Inc., a Maryland corporation (the “Company”) and Paul H. McDowell (the “Executive”), is made and entered into this 24 day of September, 2013 (the “Effective Date”).

CapLease, Inc. – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (September 26th, 2013)

This Amendment No. 1 (this “Agreement”) to the Employment Agreement dated as of March 24, 2004 (the “Employment Agreement”), between CapLease, Inc., a Maryland corporation (the “Company”) and William R. Pollert (the “Executive”), is made and entered into this 24 day of September, 2013 (the “Effective Date”).

CapLease, Inc. – AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (September 26th, 2013)

This Amendment No. 2 (this “Agreement”) to the Employment Agreement dated as of March 24, 2004 and amended as of February 13, 2007 (the “Employment Agreement”), between CapLease, Inc., a Maryland corporation (the “Company”) and Robert C. Blanz (the “Executive”), is made and entered into this 24 day of September, 2013 (the “Effective Date”).

CapLease, Inc. – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (September 26th, 2013)

This Amendment No. 1 (this “Agreement”) to the Employment Agreement dated as of March 24, 2004 (the “Employment Agreement”), between CapLease, Inc., a Maryland corporation (the “Company”) and Shawn P. Seale (the “Executive”), is made and entered into this 24 day of September, 2013 (the “Effective Date”).

CapLease, Inc. – CAPLEASE, INC. Performance Share Award Agreement (August 7th, 2013)

THIS AGREEMENT dated as of the __ day of ___________, 2013, between CAPLEASE, INC., a Maryland corporation (the “Company”) and ________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms defined in the Plan have the same meaning given them in the Plan.

CapLease, Inc. – SECOND AMENDMENT TO CREDIT AGREEMENT (June 24th, 2013)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of June 21, 2013, by and among CAPLEASE, LP, a Delaware limited partnership, PREFCO DIX-NEUF LLC, a Connecticut limited liability company, PREFCO NINETEEN LIMITED PARTNERSHIP, a Connecticut limited partnership, CLF CANE RUN MEMBER, LLC, a Delaware limited liability company, CLF CANE RUN LOUISVILLE, LLC, a Delaware limited liability company, CLF LANDMARK OMAHA LLC, a Delaware limited liability company, CLF DODGE OMAHA LLC, a Delaware limited liability company, KDC BUSCH BOULEVARD LLC, a Delaware limited liability company, CLF 555 N DANIELS WAY LLC, a Delaware limited liability company, CLF PULCO ONE LLC, a Delaware limited liability company, CLF PULCO TWO LLC, a Delaware limited liability company, and CLF TOLLWAY PLANO LP, a Delaware limited partnership (each, a “Borrower” and collectively, the “Borrowers”), the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as

CapLease, Inc. – VOTING AGREEMENT (May 28th, 2013)

This VOTING AGREEMENT, dated as of May 28, 2013 (this “Agreement”), is made and entered into by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), Paul H. McDowell, William R. Pollert, Shawn P. Seale, Robert C. Blanz and Paul C. Hughes (each a “Stockholder” and, collectively, the “Stockholders”).

CapLease, Inc. – American Realty Capital Properties, Inc. (May 28th, 2013)

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among American Realty Capital Properties, Inc. (“Parent”), ARC Properties Operating Partnership, L.P. (the “Parent Operating Partnership”), Safari Acquisition, LLC, CapLease, Inc. (the “Company”), Caplease, LP and CLF OP General Partner LLC. Capitalized terms used but not defined herein shall have the respective meanings set forth for them in the Merger Agreement.

CapLease, Inc. – American Realty Capital Properties to Acquire CapLease Inc. in a $2.2 Billion Transaction, Creating Pro Forma Enterprise Value of Approximately $6.0 Billion Transaction will be 10% Accretive to AFFO with a 28% Increase in 2014 over 2013 Acquisition Solidifies ARCP’s Position as Best Credit Quality, Fastest Growing Single Tenant Net Lease REIT ARCP to Raise Dividend $0.03 Per Share and Raise 2014 Earnings Guidance to $1.19 Per Share (May 28th, 2013)

New York, New York, May 28, 2013 – American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ:ARCP) and CapLease, Inc. (“CapLease”) (NYSE:LSE) announced today that they have signed a definitive merger agreement under which ARCP will acquire all of the outstanding shares of CapLease in a transaction valued at approximately $2.2 billion. Both companies’ boards of directors have unanimously approved the agreement. Following a stockholder vote by CapLease, the transaction is expected to close during the third quarter of 2013. As result of the merger, ARCP expects to be the 3rd largest net lease real estate investment trust (“REIT”) in the United States based on total pro forma equity market capitalization.

CapLease, Inc. – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN REALTY CAPITAL PROPERTIES, INC., ARC PROPERTIES OPERATING PARTNERSHIP, L.P., SAFARI ACQUISITION, LLC, CAPLEASE, INC., CAPLEASE, LP and CLF OP GENERAL PARTNER LLC Dated as of May 28, 2013 (May 28th, 2013)

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 28, 2013 (this “Agreement”), is made by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Parent (the “Parent Operating Partnership”), Safari Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), CapLease, Inc., a Maryland corporation (the “Company”), Caplease, LP, a Delaware limited partnership and the operating partnership of the Company (the “Company Operating Partnership”), and CLF OP General Partner LLC, a Delaware limited liability company, a direct wholly owned subsidiary of the Company and the sole general partner of the Company Operating Partnership (the “Company OP General Partner”).

CapLease, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (May 8th, 2013)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of April 16, 2013, by and among CAPLEASE, LP, a Delaware limited partnership, PREFCO DIX-NEUF LLC, a Connecticut limited liability company, PREFCO NINETEEN LIMITED PARTNERSHIP, a Connecticut limited partnership, CLF CANE RUN MEMBER, LLC, a Delaware limited liability company, CLF CANE RUN LOUISVILLE, LLC, a Delaware limited liability company, CLF LANDMARK OMAHA LLC, a Delaware limited liability company, CLF DODGE OMAHA LLC, a Delaware limited liability company, KDC BUSCH BOULEVARD LLC, a Delaware limited liability company, CLF 555 N DANIELS WAY LLC, a Delaware limited liability company, CLF PULCO ONE LLC, a Delaware limited liability company, and CLF PULCO TWO LLC, a Delaware limited liability company (each, a “Borrower” and collectively, the “Borrowers”), the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Lenders (together with it

CapLease, Inc. – Hunton & Williams LLP (April 9th, 2013)

We have acted as U.S. federal income tax counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a preliminary prospectus supplement, dated April 4, 2013, and a prospectus supplement, dated April 3, 2013 (together, the “Prospectus Supplement”), to a prospectus (the “Base Prospectus”) filed with the Securities and Exchange Commission on February 14, 2011 as part of a registration statement on Form S-3 (File No. 333-171408) (the “Registration Statement”), with respect to the offer and sale of 8,625,000 shares of common stock, par value $0.01 per share, of the Company (the “Offering”). You have requested our opinion regarding certain U.S. federal income tax matters in connection with the Offering.

CapLease, Inc. – Hunton & Williams LLP (April 9th, 2013)

We have served as special counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the issuance of 8,625,000 shares (including 1,125,000 shares subject to an over-allotment option, the “Shares”) of the Company’s common stock, $.01 par value per share, registered on the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Shares are to be issued pursuant to the Underwriting Agreement dated April 4, 2013 (the “Agreement”) between the Company and Wells Fargo Securities, LLC, as representative of the Underwriters, and as described in the Prospectus Supplement, dated April 4, 2013, filed with the Commission on April 4, 2013. Unless otherwise defined herein, capitalized terms used herein shall have the meanings as

CapLease, Inc. – CAPLEASE, INC. Shares of Common Stock UNDERWRITING AGREEMENT (April 9th, 2013)
CapLease, Inc. – FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPLEASE, LP (March 15th, 2013)

In connection with the issuance of up to 2,800,000 shares of 7.25% Series C Cumulative Redeemable Preferred Stock by CapLease, Inc. (the “Company” and the “Original Limited Partner”) and the contribution to Caplease, LP (the “Partnership”) by the Original Limited Partner of some or all of the net proceeds therefrom and pursuant to Article XII of the First Amended and Restated Limited Partnership Agreement of Caplease, LP (the “Partnership Agreement”), this FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPLEASE, LP (this “Amendment”) is made and entered into as of the 15th day of March, 2013, by and between CLF OP General Partner LLC (the “General Partner”) and the Original Limited Partner for the sole purpose of (i) increasing the number of designated Series C Preferred Units to 4,500,000 and (ii) authorizing the issuance of up to an additional 2,800,000 Series C Preferred Units to the Original Limited Partner, from time to time as follows:

CapLease, Inc. – March 15, 2013 (March 15th, 2013)

We have acted as U.S. federal income tax counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a prospectus supplement, dated March 15, 2013, to a prospectus (the “Base Prospectus”) filed with the Securities and Exchange Commission on February 14, 2011 as part of a registration statement on Form S-3 (File No. 333-171408) (the “Registration Statement”), with respect to the offer and sale of up to 2,800,000 shares of 7.25% Series C Cumulative Redeemable Preferred Stock. $0.01 par value per share, of the Company (the “Offering”). You have requested our opinion regarding certain U.S. federal income tax matters in connection with the Offering.

CapLease, Inc. – CAPLEASE, INC. 2,800,000 SHARES OF SERIES C PREFERRED STOCK AT-THE-MARKET ISSUANCE SALES AGREEMENT (March 15th, 2013)

CapLease, Inc., a Maryland corporation (the “Company”), and Caplease, LP, a Delaware limited partnership (the “Operating Partnership”) confirm their respective agreements (such agreements, including any Terms Agreements (defined below) except where the context otherwise requires, this “Agreement”) with MLV & Co. LLC (“MLV”) as follows:

CapLease, Inc. – HUNTON & WILLIAMS LLP 200 PARK AVENUE NEW YORK, NY 10166-0005 TEL212 • 309 • 1000 FAX212 • 309 • 1100 (March 15th, 2013)

We have served as special counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the issuance of up to 2,800,000 shares of the Company’s 7.25% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share (the “Securities”), registered on the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Securities are to be issued from time to time in accordance with the terms of the At-the-Market Issuance Sales Agreement dated as of March 15, 2013 among the Company, Caplease, LP, a limited partnership formed under the laws of the State of Delaware, and MLV & Co. LLC (the “Sales Agreement”) and as described in the prospectus supplement, dated March 15, 2013, filed with the Commission on March

CapLease, Inc. – Hunton & Williams LLP 200 Park Avenue New York, NY 10166-0005 Tel 212 • 309 • 1000 Fax 212 • 309 • 1100 (March 1st, 2013)

We have served as special counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the issuance of 850,000 shares of the Company’s 7.25% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share (the “Securities”) registered on the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Securities are to be issued in accordance with the terms of an Underwriting Agreement dated as of February 26, 2013 between the Company and Wells Fargo Securities, LLC (the “Agreement”) and as described in the prospectus supplement dated February 26, 2013, filed with the Commission on February 27, 2013. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to th

CapLease, Inc. – March 1, 2013 (March 1st, 2013)

We have acted as U.S. federal income tax counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a preliminary prospectus supplement, dated February 26, 2013, and a prospectus supplement, dated February 26, 2013 (together, the “Prospectus Supplement”), to a base prospectus (the “Base Prospectus”) filed with the Securities and Exchange Commission on February 14, 2011 as part of a registration statement on Form S-3 (File No. 333-171408) (the “Registration Statement”), with respect to the offer and sale of 850,000 shares of 7.25% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Offering”). You have requested our opinion regarding certain U.S. federal income tax matters in connection with the Offering.

CapLease, Inc. – THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPLEASE, LP (March 1st, 2013)

In connection with the issuance of up to 850,000 shares of 7.25% Series C Cumulative Redeemable Preferred Stock by CapLease, Inc. (the “Company” and the “Original Limited Partner”) and the contribution to Caplease, LP (the “Partnership”) by the Original Limited Partner of some or all of the net proceeds therefrom and pursuant to Article XII of the First Amended and Restated Limited Partnership Agreement of Caplease, LP (the “Partnership Agreement”), this THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPLEASE, LP (this “Amendment”) is made and entered into as of the 28th day of February, 2013, by and between CLF OP General Partner LLC (the “General Partner”) and the Original Limited Partner for the sole purpose of (i) increasing the number of designated Series C Preferred Units to 1,700,000 and (ii) authorizing the issuance of up to an additional 850,000 Series C Preferred Units to the Original Limited Partner, from time to time as follows:

CapLease, Inc. – CAPLEASE, INC. Shares of 7.25% Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT (March 1st, 2013)
CapLease, Inc. – CAPLEASE, INC. Performance Share Award Agreement (February 21st, 2013)

THIS AGREEMENT dated as of the __ day of ___________, 2013, between CAPLEASE, INC., a Maryland corporation (the “Company”) and ________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant.  All terms defined in the Plan have the same meaning given them in the Plan.

CapLease, Inc. – Hunton & Williams LLP (January 24th, 2013)

We have acted as U.S. federal income tax counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a preliminary prospectus supplement, dated January 16, 2013, and a prospectus supplement, dated January 17, 2013 (together, the “Prospectus Supplement”), to a prospectus (the “Prospectus”) filed with the Securities and Exchange Commission on February 14, 2011 as part of a registration statement on Form S-3 (File No. 333-171408) (the “Registration Statement”), with respect to the offer and sale of 850,000 shares of 7.25% Series C Cumulative Redeemable Preferred Stock. $0.01 par value per share, of the Company (the “Offering”). You have requested our opinion regarding certain U.S. federal income tax matters in connection with the Offering.

CapLease, Inc. – January 24, 2013 (January 24th, 2013)

We have served as Maryland counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 850,000 shares (the “Shares”) of 7.25% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued in an underwritten public offering (the “Offering”) pursuant to the Prospectus Supplement (as defined herein).

CapLease, Inc. – SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPLEASE, LP (January 24th, 2013)

In connection with the issuance of 850,000 shares of 7.25% Series C Cumulative Redeemable Preferred Stock by CapLease, Inc. (the “Company” and the “Original Limited Partner”) and the contribution to Caplease, LP (the “Partnership”) by the Limited Partner of some or all of the net proceeds therefrom and pursuant to Article XII of the First Amended and Restated Limited Partnership Agreement of Caplease, LP (the “Partnership Agreement”), this SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPLEASE, LP (this “Amendment”) is made and entered into as of the 24th day of January, 2013, by and between CLF OP General Partner LLC (the “General Partner”) and the Original Limited Partner for the purpose of adding a new Article XV in its entirety to the Partnership Agreement as follows:

CapLease, Inc. – CAPLEASE, INC. Shares of 7.25% Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT (January 24th, 2013)

CapLease, Inc., a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom MLV & Co. LLC is acting as Representative (in such capacity, the “Representative”), with respect to the sale by the Company, through the Underwriters, on a best efforts basis, of 850,000 shares (the “Shares”) of 7.25% Series C Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share, of the Company (the “Series C Preferred Stock”).

CapLease, Inc. – December 31, 2012 (December 31st, 2012)

We have acted as U.S. federal income tax counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a prospectus supplement, dated December 31, 2012 (the “Prospectus Supplement”), to a prospectus supplement dated May 25, 2012, (the “May Prospectus Supplement”) and a prospectus (the “Prospectus”) dated February 14, 2011 which was included as part of a as part of a registration statement on Form S-3 (File No. 333-171408) declared effective on February 14, 2011 by the Securities and Exchange Commission (the “Registration Statement”), with respect to the offer and sale from time to time of up to 19,000,000 shares of common stock, $0.01 par value per share, up to 1,000,000 shares of 8.125% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, and up to 1,000,000 shares of 8.375% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the Company (the “Offering”).   You have requested our opinion regardi

CapLease, Inc. – CAPLEASE, INC. 19,000,000 SHARES OF COMMON STOCK AND 1,000,000 SHARES OF SERIES A PREFERRED STOCK AND 1,000,000 SHARES OF SERIES B PREFERRED STOCK AMENDED AND RESTATED CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT (December 31st, 2012)
CapLease, Inc. – HUNTON & WILLIAMS LLP 200 PARK AVENUE NEW YORK, NY 10166-0005 TEL 212 • 309 • 1000 FAX 212 • 309 • 1100 December 31, 2012 (December 31st, 2012)

We have served as special counsel to CapLease, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the issuance of (i) up to 19,000,000 shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), (ii) up to 1,000,000 shares of the Company’s 8.125% Series A Cumulative Redeemable Preferred Stock, $.01 par value per share (the “Series A Preferred Stock”) and (iii) up to 1,000,000 shares of the Company’s 8.375% Series B Cumulative Redeemable Preferred Stock, $.01 par value per share (the “Series B Preferred Stock” and, together with the Common Stock and the Series A Preferred Stock, the “Securities”) registered on the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Securities are to be i

CapLease, Inc. – CREDIT AGREEMENT (October 16th, 2012)

THIS CREDIT AGREEMENT (this “Agreement”) dated as of October 12, 2012 by and among CAPLEASE DEBT FUNDING, LP, a Delaware limited partnership (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 14.6 (the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and KEYBANC CAPITAL MARKETS, as sole lead arranger and bookrunner (in such capacity, the “Lead Arranger”).