THE LEXINGTON MASTER LIMITED PARTNERSHIP,
LEXINGTON REALTY TRUST,
CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST,
U.S. BANK NATIONAL ASSOCIATION,
FIRST SUPPLEMENTAL INDENTURE
Dated as of January 29, 2007
5.45% Exchangeable Guaranteed Notes due 2027
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental
Indenture"), is entered into as of January 29, 2007, among THE LEXINGTON MASTER
LIMITED PARTNERSHIP, a Delaware limited partnership (the "Issuer"), LEXINGTON
REALTY TRUST, a Maryland real estate investment trust (the "Parent Guarantor"),
CERTAIN SUBSIDIARIES OF THE PARENT GUARANTOR SIGNATORIES HERETO (including
subsidiaries of the Parent Guarantor subsequently becoming guarantors, the
"Subsidiary Guarantors" and, together with the Parent Guarantor, the
"Guarantors") and U.S. BANK NATIONAL ASSOCIATION, a national banking association
duly organized and existing under the laws of the United States, as Trustee
hereunder (the "Trustee"), having its Corporate Trust Office at 100 Wall Street,
Suite 1600, New York, New York 10005.
WHEREAS, the Issuer, the Parent Guarantor, the Subsidiary
Guarantors and the Trustee entered into that certain Indenture dated as of
January 29, 2007 (the "Original Indenture"), relating to the Issuer's unsecured
debt securities authenticated and delivered under the Original Indenture;
WHEREAS, pursuant to Section 901 of the Original Indenture,
the Issuer, the Guarantors and the Trustee may enter into supplemental
indentures to establish the form or terms of a series of Securities issued
pursuant to the Original Indenture;
WHEREAS, pursuant to Section 301 of the Original Indenture,
the Issuer, the Guarantors and the Trustee desire to establish the terms of a
series of Securities entitled the "5.45% Exchangeable Guaranteed Notes due 2027"
of the Issuer in respect of which the Parent Guarantor and the Subsidiary
Guarantors shall be guarantors (the "Notes"); and
WHEREAS, the Issuer, the Guarantors and the Trustee have duly
authorized the execution and delivery of this instrument to establish the terms
of the Notes set forth herein and have done all things necessary to make this
instrument (together with the Original Indenture, the "Indenture") a valid
agreement of the parties hereto, in accordance with its terms.
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, and for other good and valuable
consideration the receipt of which is hereby acknowledged, and for the equal and
proportionate benefit of the Holders of the Notes, the Issuer, the Guarantors
and the Trustee agree as follows:
Section 1.01. Definitions. (a) Capitalized terms used in this
instrument and not otherwise defined herein shall have the meanings assigned to
such terms in the Original Indenture or in the form of Note attached as Exhibit
"Additional Notes" has the meaning provided in Section 2.02
"Additional Interest" has the meaning specified in the
Registration Rights Agreement.
"Additional Interest Notice" has the meaning specified in
"Additional Shares" has the meaning specified in Section 2.10.
"Applicable Exchange Period" means, with respect to an
exchange of Notes, the 20 consecutive Trading-Day period commencing on the third
Trading Day following the date the Notes are tendered for exchange.
"Applicable Consideration" has the meaning specified in
Section 2.11 hereof.
"Average Price" means, with respect to an exchange of Notes,
an amount equal to the average of the Closing Sale Prices of Lexington Common
Shares for each Trading Day in the Applicable Exchange Period. If the Notes have
become exchangeable into securities or property other than Lexington Common
Shares, the "Average Price" means an amount equal to the average of the Closing
Sale Prices of such securities for each Trading Day in the Applicable Exchange
Period or, in the case of other property, the fair market value thereof as
determined in good faith by the Board of Trustees of the Parent Guarantor.
"Business Day" means, with respect to any Note, any day, other
than a Saturday, Sunday or any other day on which banking institutions in The
City of New York are authorized or obligated by law or executive order to close.
"Change of Control" means the occurrence at any time of any of
any of the following events: (1) consummation of any transaction or event
(whether by means of a share exchange or tender offer applicable to Lexington
Common Shares, a liquidation, consolidation, recapitalization, reclassification,
combination or merger of the Parent Guarantor or a sale, lease or other transfer
of all or substantially all of the Parent Guarantor's consolidated assets) or a
series of related transactions or events pursuant to which all of the
outstanding Lexington Common Shares are exchanged for or converted into the
right to receive cash, securities or other property; (2) any "person" or "group"
(as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange
Act, whether or not applicable), other than the Parent Guarantor, the Issuer or
any other Operating Partnership or any of their respective majority-owned
Subsidiaries or any employee benefit plan of the Parent Guarantor, the Issuer or
such Subsidiaries, is or becomes the "beneficial owner" (as defined in Rule