FOURTH AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT
Exhibit 10.2
FOURTH AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”) is effective as of July 2, 2015, by and among LEXINGTON REALTY TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Trust”) and LEPERCQ CORPORATE INCOME FUND L.P., a limited partnership formed under the laws of the State of Delaware (“LCIF”; collectively with the Trust, the “Borrowers” and each a “Borrower”), each of the Lenders party hereto, and ▇▇▇▇▇ 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 Amended and Restated Term Loan Agreement dated as of February 12, 2013, as amended by that certain First Amendment to Amended and Restated Term Loan Agreement dated as of September 30, 2013, that certain Second Amendment to Amended and Restated Term Loan Agreement dated as of December 30, 2013 and that certain Third Amendment to Amended and Restated Term Loan Agreement dated as of March 28, 2014 (as amended and in effect immediately prior to the date hereof, the “Term Loan Agreement”); and
WHEREAS, the Borrower, the Requisite 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 Amendment to Term Loan Agreement. The parties hereto agree that the Term Loan Agreement is amended by deleting the word “and” at the end of clause (h) of Section 9.2., deleting the period at the end of clause (i) of Section 9..2. and substituting in its place “; and”, and adding the following clause (j) immediately after clause (i) of Section 9.2.:
(j) the Trust may redeem or repurchase common stock of the Trust in an aggregate amount not to exceed $50,000,000 during the term of this Agreement.
Section 2 Condition Precedent. The effectiveness of this Amendment is subject to receipt by the Agent of a counterpart of this Amendment duly executed by the Borrowers and Requisite Lenders.
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 (whether in a proceeding in law or equity).
(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 Borrower 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 Borrowers 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 and shall be deemed a Loan Document.
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 have prospective application only.
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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.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Amended and Restated Term Loan Agreement to be executed as of the date first above written.
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Title: Executive Vice President | |
LEPERCQ CORPORATE INCOME FUND L.P.
By: LEX GP-1 Trust, its sole general partner
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President | |
[Signatures Continue on Next Page]
[Signature Page to Fourth Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
with Lexington Realty Trust et al.]
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender
By: | /s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
D. ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Director | |
[Signature Page to Fourth Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
with Lexington Realty Trust et al.]
KEYBANK NATIONAL ASSOCIATION
By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
Vice President | |
[Signature Page to Fourth Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
with Lexington Realty Trust et al.]
REGIONS BANK
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ |
▇▇▇▇ ▇▇▇▇▇▇ | |
Assistant Vice President | |
[Signature Page to Fourth Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
with Lexington Realty Trust et al.]
CAPITAL ONE, NATIONAL ASSOCIATION
By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
Senior Vice President | |
[Signature Page to Fourth Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
with Lexington Realty Trust et al.]
PNC BANK, NATIONAL ASSOCIATION
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ |
▇▇▇▇ ▇▇▇▇▇▇ | |
Vice President | |
[Signature Page to Fourth Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
with Lexington Realty Trust et al.]
TD BANK, N.A.
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ |
▇▇▇▇▇ ▇▇▇▇▇ | |
Senior Vice President | |
[Signature Page to Fourth Amendment to Amended and Restated Term Loan Agreement
with Lexington Realty Trust et al.]
with Lexington Realty Trust et al.]
BRANCH BANK AND TRUST COMPANY
By: | /s/ Ahaz ▇▇▇▇▇▇▇▇▇ |
Ahaz ▇▇▇▇▇▇▇▇▇ | |
Vice President | |