LEXINGTON REALTY TRUST, Issuer, CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST, Subsidiary Guarantors, and Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of June 9, 2009

LEXINGTON REALTY TRUST,

Issuer,

CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST,

Subsidiary Guarantors,

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of June 9, 2009

5.45% Exchangeable Guaranteed Notes due 2027

FIFTH SUPPLEMENTAL INDENTURE

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), is entered into as of June 9, 2009, among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Issuer”), CERTAIN SUBSIDIARIES OF THE ISSUER SIGNATORIES HERETO (including subsidiaries of the Issuer subsequently becoming guarantors, the “Subsidiary Guarantors” or 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 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.

WHEREAS, the Issuer, the 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 301 of the Original Indenture, the Issuer, the Guarantors and the Trustee established 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 are guarantors (the “Notes”) pursuant to that First Supplemental Indenture dated as of January 29, 2007 among the Issuer, the Guarantors and the Trustee (the “First Supplemental Indenture”);

WHEREAS, pursuant to Section 2.02 of the First Supplemental Indenture and Section 303 of the Original Indenture, the Issuer, the Guarantors and the Trustee increased the aggregate principal amount of the Notes by the issuance of Additional Notes pursuant to that Second Supplemental Indenture dated as of March 9, 2007 among the Issuer, the Guarantors and the Trustee (the “Second Supplemental Indenture”);

WHEREAS, pursuant to Section 901(9) of the Original Indenture, the Issuer, the Guarantors and the Trustee amended certain provisions of the Indenture to correct a provision in the Indenture which was defective or inconsistent with any other provision therein pursuant to that Third Supplemental Indenture dated as of June 19, 2007 among the Issuer, the Guarantors and the Trustee (the “Third Supplemental Indenture”);

WHEREAS, pursuant to Section 901(1) of the Original Indenture, the Issuer, the Guarantors and the Trustee amended certain provisions of the Indenture to evidence the succession of Lexington Realty Trust to The Lexington Master Limited Partnership and the assumption by Lexington Realty Trust of the covenants of the Issuer, therein and in the Securities pursuant to that Fourth Supplemental Indenture dated as of December 31, 2008 among the Issuer, the Guarantors and the Trustee (the “Fourth Supplemental Indenture” and, together with the Original Indenture, the First Supplement Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”);

WHEREAS, as a result of the Fourth Supplemental Indenture, the Parent Guarantor became the Issuer;

WHEREAS, pursuant to Sections 901(2) and 1405 of the Original Indenture, if any Subsidiary of the Issuer that is organized in the United States, any of the States or the District of Columbia and that was not a Lexington Credit Agreement Obligor becomes a Lexington Credit Agreement Obligor, the Issuer and the Issuer shall arrange for such Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations;

WHEREAS, the Issuer entered into that certain Credit Agreement, dated as of February 13, 2009 (the “New Credit Agreement”), among the Issuer, Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P., and Net 3 Acquisition L.P., jointly and severally as borrowers, KeyBank National Association, as agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein;

WHEREAS, in connection with the New Credit Agreement, (1) the Subsidiaries of the Issuer listed on Exhibit A hereto, which were previously Subsidiary Guarantors, are no longer Lexington Credit Agreement Obligors (the “Released Subsidiary Guarantors”), (2) the Subsidiary Guarantors listed on Exhibit B hereto continue to be Lexington Credit Agreement Obligors (the “Existing Subsidiary Guarantors”), and (3) the Subsidiaries of the Issuer listed on Exhibit C hereto, which were not previously Subsidiary Guarantors, are now Lexington Credit Agreement Obligors (the “New Subsidiary Guarantors”);

WHEREAS, the Issuer has delivered an Officers’ Certificate to the Trustee designating the New Credit Agreement as the Lexington Credit Agreement under the Indenture;

WHEREAS, pursuant to Section 1404 of the Indenture, the Issuer has delivered an Officers’ Certificate to the Trustee informing the Trustee of the termination of all of the obligations under the Lexington Credit Agreement of the Released Subsidiary Guarantors, which released each such former Subsidiary Guarantor from all of its obligations under the Indenture and its Guarantee and such Guarantee has terminated;

WHEREAS, Section 1405 of the Indenture requires any Subsidiary of the Issuer that is organized in the United States, any of the States or the District of Columbia and that was not a Lexington Credit Agreement Obligor becomes a Lexington Credit Agreement Obligor, the Issuer shall arrange for such Subsidiary to execute and deliver to the Trustee, a supplemental indenture pursuant to which such Subsidiary Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations; and

WHEREAS, the Issuer, the Guarantors and the Trustee have duly authorized the execution and delivery of this instrument to amend the Indenture as set forth herein and have done all things necessary to make this instrument 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:

2

ARTICLE ONE

DEFINITIONS

Section 1.1             Definitions.  Capitalized terms used in this instrument and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

ARTICLE TWO

NEW SUBSIDIARY GUARANTORS

Section 2.1             New Subsidiary Guarantors.  The New Subsidiary Guarantors fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations in accordance with the Indenture.

ARTICLE THREE

MISCELLANEOUS

Section 3.1             Relation to Original Indenture.  This Fifth Supplemental Indenture supplements the Indenture, and shall be a part and subject to all the terms thereof.  Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture, and the Securities issued thereunder shall continue in full force and effect.

Section 3.2             Concerning the Trustee.  The Trustee shall not be responsible for any recital herein (other than as they appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Issuer and the Guarantors, or the validity of the execution by the Issuer or the Guarantors of this Fifth Supplemental Indenture.  The Trustee makes no representations as to the validity or sufficiency of this instrument.

Section 3.3             Effect of Headings.  The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

Section 3.4             Counterparts.  This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

Section 3.5              Governing Law.  This instrument shall be governed by and construed in accordance with the laws of the State of New York.

[signature pages follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the day and year first above written.

	ISSUER:
	LEXINGTON REALTY TRUST,
	as Issuer of the Notes
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Executive Vice President
	EXISTING SUBSIDARY GUARANTORS:
	LEPERCQ CORPORATE INCOME FUND L.P.,
	a Delaware limited partnership, as a Subsidiary Guarantor
	By:	Lex GP-1 Trust, its general partner, a Delaware statutory trust
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEPERCQ CORPORATE INCOME FUND II L.P.,
	a Delaware limited partnership, as a Subsidiary Guarantor
	By:	Lex GP-1 Trust, its general partner, a Delaware statutory trust
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President

	NET 3 ACQUISITION L.P., a Delaware limited partnership, as a Subsidiary Guarantor
	By:	Lex GP-1 Trust, its general partner, a Delaware statutory trust
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEX GP-1 TRUST,
	as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEX LP-1 TRUST,
	as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON OLIVE BRANCH MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON REALTY ADVISORS, INC., a Delaware corporation, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President

	LEXINGTON SOUTHFIELD LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON WAXAHACHIE MANAGER LLC, its sole general partner, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LXP I TRUST, a Delaware statutory trust, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON WESTPORT MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	NEW SUBSIDIARY GUARANTORS:
	LEXINGTON COLLIERVILLE MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President

	LEXINGTON XXXXXX MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON XXXXXXXX MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON FORT STREET TRUSTEE LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON HONOLULU MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON LAC LENEXA GP LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President

	LEXINGTON MLP WESTERVILLE MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEXINGTON TOY TRUSTEE LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LEX-PROPERTY HOLDINGS LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LSAC CROSSVILLE MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	LSAC GENERAL PARTNER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President

	LSAC OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as a Subsidiary Guarantor
	By:	LSAC General Partner LLC, a Delaware limited liability company, its general partner
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	MLP UNIT PLEDGE GP LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President
	MLP UNIT PLEDGE L.P., a Delaware limited partnership, as a Subsidiary Guarantor
	By:	MLP Unit Pledge GP LLC, a Delaware limited liability company, its general partner
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President

	XXXXXXX 21 AT GP LLC
	XXXXXXX ALTENN GP LLC
	XXXXXXX XXXXX GP LLC
	XXXXXXX BASOT GP LLC
	XXXXXXX BEDCAR GP LLC
	XXXXXXX XXXXXXXX GP LLC
	XXXXXXX CLIFMAR GP LLC
	XXXXXXX DALHILL GP LLC
	XXXXXXX ELWAY GP LLC
	XXXXXXX GERSANT GP LLC
	XXXXXXX JACWAY GP LLC
	XXXXXXX JLE WAY GP LLC
	XXXXXXX JOHAB GP LLC
	XXXXXXX LANMAR GP LLC
	XXXXXXX LIROC GP LLC
	XXXXXXX ORPER GP LLC
	XXXXXXX SABLEMART GP LLC
	XXXXXXX SALISTOWN GP LLC
	XXXXXXX XXXXXXX GP LLC
	XXXXXXX SPOKMONT GP LLC
	XXXXXXX STATMONT GP LLC
	XXXXXXX SUNWAY GP LLC
	XXXXXXX SUPERWEST GP LLC
	XXXXXXX WALANDO GP LLC
	XXXXXXX WASHTEX GP LLC
	NK-CINN XXXXXXXX PROPERTY MANAGER LLC
	NK-LUMBERTON PROPERTY MANAGER LLC
	NK-ODW/COLUMBUS PROPERTY MANAGER LLC
	LEX GP HOLDING LLC
	XXXXXXX MLP UNIT LLC
	Each, a Delaware limited liability company
	By:	MLP Manager Corp., their Manager
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Senior Vice President

	TRUSTEE:
	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Vice President

Exhibit A

Released Subsidiary Guarantors

Lexington BCBS L.L.C.

Lexington Carrollton Manager LLC

Lexington Chelmsford Manager LLC

Lexington Contributions Inc.

Lexington Dover LLC

Lexington Fort Street Trust

Lexington Foxboro I LLC

Lexington Foxboro II LLC

Lexington High Point Manager LLC

Lexington Los Angeles Manager LLC

Lexington Millington Manager LLC

Lexington Minneapolis LLC

Lexington Multi-State Holdings L.P.

Lexington OC LLC

Lexington Olive Branch LLC

Lexington Tennessee Holdings L.P.

Lexington Texas Holdings L.P.

Lexington TIC OK Holdings L.P.

Lexington Toys II Trust

Lexington Wallingford Manager LLC

Lexington Waxahachie L.P.

LXP GP, LLC

LXP I, L.P.

LXP II, L.P.

LXP ISS Holdings L.P.

LXP Memorial L.L.C.

LXP Realty Income Fund L.P.

Phoenix Hotel Associates Limited Partnership

Savannah Waterfront Hotel LLC

Union Hills Associates

Union Hills Associates II

Lexington Collierville L.P.

Lexington Collierville Manager LLC

Lexington Xxxxxxxxx Manager LLC

Lexington Euro Holdings LTD.

LXP Advisory LLC

Westport View Corporate Center L.P.

Exhibit B

Existing Subsidiary Guarantors

Lepercq Corporate Income Fund L.P.

Lepercq Corporate Income Fund II L.P.

Net 3 Acquisition L.P.

Lex GP-1 Trust

Lex LP-1 Trust

Lexington Olive Branch Manager LLC

Lexington Realty Advisors, Inc.

Lexington Southfield LLC

Lexington Waxahachie Manager LLC

LXP I Trust

Lexington Westport Manager LLC

Exhibit C

New Subsidiary Guarantors

Lex GP Holding LLC

Lexington Collierville Manager LLC

Lexington Xxxxxx Manager LLC

Lexington Xxxxxxxx Manager LLC

Lexington Fort Street Trustee LLC

Lexington Honolulu Manager LLC

Lexington LAC Lenexa GP LLC

Lexington MLP Westerville Manager LLC

Lexington Toy Trustee LLC

Lex-Property Holdings LLC

LSAC Crossville Manager LLC

LSAC General Partner LLC

LSAC Operating Partnership L.P.

MLP Unit Pledge GP LLC

MLP Unit Pledge X.X.

Xxxxxxx 21AT GP LLC

Xxxxxxx Altenn GP LLC

Xxxxxxx Xxxxx GP LLC

Xxxxxxx Basot GP LLC

Xxxxxxx Bedcar GP LLC

Xxxxxxx Xxxxxxxx GP LLC

Xxxxxxx Clifmar GP LLC

Xxxxxxx Xxxxxx XX LLC

Xxxxxxx Elway GP LLC

Xxxxxxx Gersant GP LLC

Xxxxxxx Xxxxxxx XX LLC

Xxxxxxx JLE WAY GP LLC

Xxxxxxx Johab GP LLC

Xxxxxxx Lanmar GP LLC

Xxxxxxx Liroc GP LLC

Xxxxxxx MLP Unit LLC

Xxxxxxx Orper GP LLC

Xxxxxxx Sablemark GP LLC

Xxxxxxx Salistown GP LLC

Xxxxxxx Xxxxxxx GP LLC

Xxxxxxx Statmont GP LLC

Xxxxxxx Sunway GP LLC

Xxxxxxx Superwest GP LLC

Xxxxxxx Walando GP LLC

Xxxxxxx Washtex GP LLC

NK-Cinn Xxxxxxxx Property Manager LLC