LEXINGTON REALTY TRUST,

as Issuer,


 


CERTAIN SUBSIDIARIES OF LEXINGTON REALTY
TRUST,


 


as Guarantors,


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee


 


 






 


Supplemental Indenture No. 1


 


Dated as of May 20, 2014


 


 






 


$250,000,000


 


of


 


4.40% Senior Notes due 2024


 




    	 



    	 



    

 


TABLE OF
CONTENTS


 


	 	 	Page
	 	 	 
	Article One RELATION TO BASE INDENTURE; DEFINITIONS SECTION	1
	 	 	 
	Section 1.1	Relation to Base Indenture	1
	 	 	 
	Section 1.2	Definitions	2
	 	 	 
	Article Two THE NOTES SECTION	5
	 	 	 
	Section 2.1	Title of the Securities	5
	 	 	 
	Section 2.2	Forms Generally	5
	 	 	 
	Section 2.3	Limitation on Initial Aggregate Principal Amount; Further Issuances	5
	 	 	 
	Section 2.4	Interest and Interest Rates; Maturity Date of Notes	5
	 	 	 
	Section 2.5	Issuance of Additional Notes	6
	 	 	 
	Section 2.6	Limitations on Incurrence of Debt	6
	 	 	 
	Section 2.7	Insurance	8
	 	 	 
	Section 2.8	Maintenance of Properties	8
	 	 	 
	Section 2.9	Payment of Taxes and Other Claims	8
	 	 	 
	Section 2.10	Optional Redemption	9
	 	 	 
	Section 2.11	Execution and Delivery of Guarantee	9
	 	 	 
	Section 2.12	No Sinking Fund	9
	 	 	 
	Section 2.13	Conflict with Trust Indenture Act	9
	 	 	 
	Article Three MISCELLANEOUS PROVISIONS SECTION	9
	 	 	 
	Section 3.1	Ratification of Base Indenture	9
	 	 	 
	Section 3.2	Governing Law	10
	 	 	 
	Section 3.3	Counterparts	10
	 	 	 
	Section 3.4	Trustee	10
	 	 	 
	Section 3.5	Corporate Trust Office	10
	 	 	 
	Section 3.6	Failure or Delay in Performance	10
	 	 	 
	Section 3.7	Effect of First Supplemental Indenture	10
	 	 	 
	Section 3.8	Effect of Headings	11
	 	 	 
	Section 3.9	Successors and Assigns	11
	 	 	 
	Section 3.10	Severability Clause	11
	 	 	 
	Section 3.11	Benefits of First Supplemental Indenture	11
	 	 	 
	Section 3.12	WAIVER OF JURY TRIAL	11
	 	 	 
	Section 3.13	Electronic Notices	11


 




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	EXHIBIT A	Form of Note	A-1
	 	 	 
	EXHIBIT B	Form of Guarantee	B-1


 




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THIS SUPPLEMENTAL INDENTURE NO. 1, dated
as of May 20, 2014 (the “First Supplemental Indenture”), between LEXINGTON REALTY TRUST, a Maryland real
estate investment trust, (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association,
as trustee (herein called the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Issuer has heretofore
delivered to the Trustee an Indenture dated as of May 9, 2014 (the “Base Indenture”), providing for the issuance
by the Issuer from time to time of its senior debt securities evidencing its unsecured and unsubordinated indebtedness (the “Securities”).


 


WHEREAS, Section 2.01 of the
Base Indenture provides for various matters with respect to any series of Securities issued under the Base Indenture to be established
in an indenture supplemental to the Base Indenture.


 


WHEREAS, Section 9.01(i) of
the Base Indenture provides for the Issuer and the Trustee to enter into an indenture supplemental to the Base Indenture to establish
the form or terms of Securities of any series as provided by Sections 2.01 and 2.02 of the Base Indenture.


 


WHEREAS, the Board of Trustees of
Lexington Realty Trust, has duly adopted resolutions authorizing the Issuer to execute and deliver this First Supplemental Indenture;
and


 


WHEREAS, all of the conditions and
requirements necessary to make this First Supplemental Indenture, when duly executed and delivered, a valid and binding agreement
in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.


 


NOW, THEREFORE, THIS FIRST SUPPLEMENTAL
INDENTURE WITNESSETH:


 


For and in consideration of the premises
and the purchase of the series of Securities provided for herein by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of Securities of such series, as follows:


 


Article
One



RELATION TO BASE INDENTURE; DEFINITIONS SECTION


 


Section 1.1     Relation
to Base Indenture.


 


This First Supplemental Indenture constitutes
an integral part of the Base Indenture.


 




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Section 1.2     Definitions.


 


For all purposes of this First Supplemental
Indenture, except as otherwise expressly provided for or unless the context otherwise requires:


 


(1)     Capitalized
terms used but not defined herein shall have the respective meanings assigned to them in the Base Indenture; and


 


(2)     All
references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this
First Supplemental Indenture.


 


"Acquired Debt" means Debt
of a Person (1) existing at the time such Person is merged or consolidated with or into the Issuer or any of its Subsidiaries
or becomes a Subsidiary of the Issuer; or (2) assumed by the Issuer or any of its Subsidiaries in connection with the acquisition
of assets from such Person. Acquired Debt shall be deemed to be incurred on the date the acquired Person is merged or consolidated
with or into the Issuer or any of its Subsidiaries or becomes a Subsidiary of the Issuer or the date of the related acquisition,
as the case may be.


 


"Additional Notes" means
additional Notes (other than the Initial Notes) issued under this First Supplemental Indenture in accordance with Section 2.5
hereof, as part of the same series as the Initial Notes.


 


"Adjusted Treasury Rate"
means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity (computed on
the third Business Day immediately preceding the Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.


 


"Annual Debt Service Charge"
means, for any period, the interest expense of the Issuer and its Subsidiaries for such period, determined on a consolidated basis
in accordance with United States generally accepted accounting principles.


 


"Comparable Treasury Issue"
means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable
to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.


 


"Comparable Treasury Price"
means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, (2) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such Quotations or (3) if only one Reference Treasury Dealer
Quotation is received, such quotation.


 


"Consolidated Income Available for
Debt Service" means, for any period, Consolidated Net Income of the Issuer and its Subsidiaries for such period, plus
amounts which have been deducted and minus amounts which have been added for, without duplication: (1) interest expense on
Debt, (2) provision for taxes based on income, (3) amortization of debt discount, premium and deferred financing costs,
(4) impairment losses and gains on sales or other dispositions of properties and other investments, (5) real estate related
depreciation and amortization, (6) the effect of any non-recurring non-cash items, and (7) amortization of deferred charges,
(8) gains or losses on early extinguishment of debt, and (9) acquisition expenses, all determined on a consolidated basis
in accordance with United States generally accepted accounting principles.


 




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"Consolidated Net Income"
means, for any period, the amount of net income (or loss) of the Issuer and its Subsidiaries for such period, excluding, without
duplication: (1) extraordinary items, and (2) the portion of net income (but not losses) of the Issuer and its Subsidiaries
allocable to minority interests in unconsolidated persons to the extent that cash dividends or distributions have not actually
been received by the Issuer or one of its Subsidiaries, all determined on a consolidated basis in accordance with United States
generally accepted accounting principles.


 


"Debt" means, with respect
to any Person, any indebtedness of such Person in respect of, without duplication, (1) such Person’s borrowed money or such
Person’s indebtedness evidenced by bonds, notes, debentures or similar instruments, in each case, whether or not such Debt
is secured by any Lien existing on any property or assets owned by such Person; (2) any other indebtedness secured by any Lien
on any property or asset owned by such Person, but only to the extent of the lesser of (a) the amount of indebtedness so secured
and (b) the fair market value (determined in good faith by the board of trustees of such Person or, in the case of a Guarantor,
by the Issuer’s Board of Trustees) of the property subject to such Lien; (3) reimbursement obligations, contingent or otherwise,
in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase
price of any property except any such balance that constitutes an accrued expense or trade payable; or (4) any lease of property
by such Person as lessee which is required to be reflected on such Person’s balance sheet as a capitalized lease in accordance
with United States generally accepted accounting principles, other than any operating lease that is re-characterized as an indebtedness
or a liability due to a change in accounting treatment pursuant to United States generally accepted accounting principles. The
term "Debt" also includes, to the extent not otherwise included, any non-contingent obligation of such Person to be liable
for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business),
Debt of the types referred to above of another Person (it being understood that Debt shall be deemed to be incurred by such Person
whenever such Person shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof).


 


"Holders" has the meaning
specified in Section 2.4 hereof.


 


“Indenture” means the
Base Indenture together with the First Supplemental Indenture.


 


"Initial Notes" means the
first $250,000,000 aggregate principal amount of Notes issued under this First Supplemental Indenture on the date hereof.


 


"Interest Payment Date"
has the meaning specified in Section 2.3 hereof.


 


"Lien" means any mortgage,
deed of trust, lien, charge, pledge, security interest, security agreement, or other encumbrance of any kind.


 


"Maturity Date" has the
meaning specified in Section 2.4 hereof.


 


"Notes" has the meaning
specified in Section 2.1 hereof.


 




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"Primary Treasury Dealer"
means a primary U.S. Government securities dealer.


 


"Quotation Agent" means
the Reference Treasury Dealer appointed by the Issuer


 


"Record Date" has the meaning
specified in Section 2.4 hereof.


 


"Reference Treasury Dealer"
means (1) a Primary Treasury Dealer selected by Wells Fargo Securities LLC or its successor, (2) J.P. Morgan Securities LLC or
its successor and (3) any one other Primary Treasury Dealer selected by the Issuer; provided, however, that if any of the Reference
Treasury Dealers referred to in clause (1), (2) or (3) above ceases to be a Primary Treasury Dealer, the Issuer will substitute
therefor another Primary Treasury Dealer.


 


"Reference Treasury Dealer Quotations"
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Issuer, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 


"Redemption Price" has
the meaning provided in Section 2.10 hereof.


 


"Total Assets" means the
sum of, without duplication (1) Undepreciated Real Estate Assets and (2) all other assets (excluding accounts receivable
and non-real estate intangibles) of the Issuer and its Subsidiaries, all determined on a consolidated basis in accordance with
United States generally accepted accounting principles.


 


"Total Unencumbered Assets"
means, as of any date, the Total Assets of the Issuer and its Subsidiaries, which are not subject to a Lien securing Debt, all
determined on a consolidated basis in accordance with United States generally accepted accounting principles; provided, however,
that, in determining Total Unencumbered Assets as a percentage of outstanding Unsecured Debt for purposes of the covenant set forth
in Section 2.6(d) hereof entitled "Maintenance of Total Unencumbered Assets," all investments in unconsolidated
limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Total
Unencumbered Assets.


 


"Undepreciated Real Estate Assets"
means, as of any date, the cost (original cost plus capital improvements) of real estate assets and related intangibles of the
Issuer and its Subsidiaries on such date, before depreciation and amortization, all determined on a consolidated basis in accordance
with United States generally accepted accounting principles.


 


"Unsecured Debt" means
Debt of the Issuer or any of its Subsidiaries which is not secured by a Lien on any property or assets of the Issuer or any of
its Subsidiaries.


 




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Article
Two



THE NOTES SECTION


 


Section 2.1     Title
of the Securities.


 


There shall be a series of Securities designated
the “4.40% Senior Notes due 2024” (the “Notes”).


 


Section 2.2     Forms
Generally.


 


The Notes and the Trustee’s certificate
of authentication shall be in the forms set forth in Exhibit A attached hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the Base Indenture and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution
of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.


 


The Notes shall be printed, lithographed
or engraved or produced by any combination of these methods or may be produced in any other manner, as determined by the officers
of the Issuer executing such Notes, as evidenced by their manual execution of such Notes.


 


Upon the execution of this First Supplemental
Indenture, and from time to time thereafter, Notes may be executed by the Issuer and delivered to the Trustee for authentication,
and the Trustee shall thereupon authenticate and deliver Notes upon a written order of the Issuer conforming to the signatory requirements
of an Officers’ Certificate under Section 1.1 of the Base Indenture (an "Authentication Order"), without
any further action by the Issuer hereunder.


 


Section 2.3     Limitation
on Initial Aggregate Principal Amount; Further Issuances.


 


The aggregate principal amount of the Initial
Notes shall be limited to $250,000,000, except as provided in Sections 2.06 and 2.07 of the Base Indenture. The Issuer may, from
time to time, subject to Section 2.6 hereof and applicable law, create and issue Additional Notes under the Indenture.


 


Section 2.4     Interest
and Interest Rates; Maturity Date of Notes.


 


The Notes shall bear interest at 4.40% per
annum from May 20, 2014 or from the immediately preceding Interest Payment Date (as defined below) to which interest has been paid,
payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2014 (each, an “Interest
Payment Date”), to the persons (the “Holders”) in whose name the applicable Notes are registered in
the Security Register at the close of business 15 calendar days prior to such Interest Payment Date (regardless of whether such
day is a Business Day, as defined below), as the case may be (each, a “Record Date”). Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months. Defaulted Interest, if any, shall forthwith cease to
be payable to the Holder on the applicable Record Date and may either be paid to the person in whose name such Note is registered
at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
of which shall be given to the Holder of such Note not less than ten days prior to such special record date, or may be paid at
any time in any other lawful manner, as more particularly described in the Base Indenture. The Notes shall mature on June 15, 2024
(the “Maturity Date”).


 




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Section 2.5     Issuance
of Additional Notes.


 


The Issuer will be entitled, upon delivery
to the Trustee of an Officers' Certificate, Opinion of Counsel and Authentication Order, subject to its compliance with Section
2.6 hereof, to issue Additional Notes under the Indenture that will have identical terms to and the same CUSIP number as the
Initial Notes issued on the date of this First Supplemental Indenture other than with respect to the date of issuance, issue price,
the date from which interest accrues on such Additional Notes, and if applicable, the first interest payment date. The Initial
Notes and any such Additional Notes will constitute a single series of debt securities, and in circumstances in which the Indenture
provides for the Holders of Notes to vote or take any action, the Holders of Initial Notes and the Holders of any such Additional
Notes will vote or take the action as a single class.


 


With respect to any Additional Notes, the
Issuer will set forth in a resolution of its Board of Trustees and an Officers’ Certificate, a copy of each of which will
be delivered to the Trustee, the following information:


 


  (1)     the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture; and


 


  (2)     the
issue price, the issue date and the CUSIP number of such Additional Notes.


 


Section 2.6     Limitations
on Incurrence of Debt.


 


(a)     Limitation
on Total Outstanding Debt. The Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including,
without limitation, Acquired Debt) if, immediately after giving effect to the incurrence of such Debt and the application of the
proceeds from such Debt on a pro forma basis, the aggregate principal amount of all of the Issuer’s and its Subsidiaries’
outstanding Debt (determined on a consolidated basis in accordance with United States generally accepted accounting principles)
is greater than 60% of the sum of the following (without duplication): (1) the Issuer’s and its Subsidiaries’
Total Assets as of the last day of the then most recently ended fiscal quarter and (2) the aggregate purchase price of any
real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received (to
the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Issuer
or any Subsidiary of the Issuer since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such
additional Debt.


 




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(b)     Limitation
on Secured Debt. The Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including, without limitation,
Acquired Debt) secured by any Lien on any of the Issuer’s or any of its Subsidiaries’ property or assets, whether owned
on the date of this First Supplemental Indenture or subsequently acquired, if, immediately after giving effect to the incurrence
of such Debt and the application of the proceeds from such Debt on a pro forma basis, the aggregate principal amount of all of
the Issuer’s and its Subsidiaries’ outstanding Debt (determined on a consolidated basis in accordance with United States
generally accepted accounting principles) which is secured by a Lien on any of the Issuer’s or its Subsidiaries’ property
or assets is greater than 40% of the sum of (without duplication): (1) the Issuer’s and its Subsidiaries’ Total
Assets as of the last day of the then most recently ended fiscal quarter; and (2) the aggregate purchase price of any real
estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent
such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Issuer or any
of its Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional
Debt.


 


(c)     Debt
Service Test.


 


  (1)     The
Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including, without limitation, Acquired Debt)
if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four
consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been
less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from
such Debt (determined on a consolidated basis in accordance with United States generally accepted accounting principles), and calculated
on the following assumptions:


 


    (A)     such
Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Issuer or any of its Subsidiaries since
the first day of such four- quarter period had been incurred, and the application of the proceeds from such Debt (including to
repay or retire other Debt) had occurred, on the first day of such period;


 


    (B)     the
repayment or retirement of any other Debt of the Issuer or any of its Subsidiaries since the first day of such four-quarter period
had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit
facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period);
and


 


    (C)     in
the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets with a fair
market value in excess of $1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale
or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the
appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.


 




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  (2)     If
the Debt giving rise to the need to make the calculation described in Section 2.6(c)(1) hereof or any other Debt incurred
after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the
Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily
rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding
at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 2.6(c)
hereof, Debt will be deemed to be incurred by the Issuer or any of its Subsidiaries whenever the Issuer or any of its Subsidiaries
shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof.


 


(d)     Maintenance
of Total Unencumbered Assets. The Issuer and its Subsidiaries will not have at any time Total Unencumbered Assets of less than
150% of the aggregate principal amount of all of the Issuer’s and its Subsidiaries’ outstanding Unsecured Debt determined
on a consolidated basis in accordance with United States generally accepted accounting principles.


 


Section 2.7     Insurance.


 


The Issuer will, and will cause of each
of its Subsidiaries to, keep in force upon all of the Issuer’s and each of its Subsidiaries’ properties and operations
insurance policies carried with responsible insurance companies in such amounts and covering all such risks as is customary in
the industry in which the Issuer and its Subsidiaries do businesses in accordance with prevailing market conditions and availability.


 


Section 2.8     Maintenance
of Properties.


 


The Issuer will cause all of its and its
Subsidiaries’ properties used or useful in the conduct of the business of the Issuer or any of its Subsidiaries to be maintained
and kept in good condition, repair and working order and supplied with all necessary equipment and the Issuer will cause all necessary
repairs, renewals, replacements, betterments and improvements to be made, all as in the Issuer’s judgment may be necessary
in order for the Issuer to at all times properly and advantageously conduct its business carried on in connection with such properties.


 


Section 2.9     Payment
of Taxes and Other Claims.


 


The Issuer will pay or discharge or cause
to be paid or discharged before it becomes delinquent: (i) all taxes, assessments and governmental charges levied or imposed
on the Issuer or any of its Subsidiaries or on its or any such Subsidiary’s income, profits or property; and (ii) all
lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon its property or the property of
any of its Subsidiaries; provided, however, that the Issuer will not be required to pay or discharge or cause to
be paid or discharged any tax, assessment, charge or claim the amount, applicability or validity of which is being contested in
good faith.


 




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Section 2.10    Optional
Redemption.


 


(a)     The
Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior
to the Maturity Date, in whole or in part. The redemption price (“Redemption Price”) will equal the greater
of (i) 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the Quotation Agent, the sum
of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points (0.30% or thirtyone-hundredths of one
percent), plus, in each case, accrued and unpaid interest thereon to the applicable Redemption Date; provided, however,
that if the Redemption Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer
will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close
of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the
foregoing, if the Notes are redeemed on or after March 15, 2024, the Redemption Price will be equal to 100% of the principal amount
of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date.


 


(b)     The
Issuer shall not redeem the Notes pursuant to Section 2.10(a) hereof on any date if the principal amount of the Notes
has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of
an acceleration resulting from a default by the Issuer in the payment of the Redemption Price with respect to the Notes to be redeemed).


 


Section 2.11    Execution
and Delivery of Guarantee.


 


The Guarantee substantially in the form
of Exhibit B supplemental hereto shall be endorsed on each Security authenticated and delivered by the Trustee under Section
15.02 of the Base Indenture. The delivery of any such Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in the Indenture on behalf of the Guarantor.


 


Section 2.12    No
Sinking Fund.


 


The provisions of Sections 3.04, 3.05 and
3.06 of the Base Indenture shall not be applicable to the Notes.


 


Section 2.13    Conflict
with Trust Indenture Act.


 


If any provision hereof limits, qualifies
or conflicts with another provision hereof, or with a provision of the Base Indenture, which is required to be included in this
First Supplemental Indenture, or in the Base Indenture, respectively, by any of the provisions of the Trust Indenture Act, such
required provision shall control to the extent it is applicable.


 


Article
Three



MISCELLANEOUS PROVISIONS SECTION


 


Section 3.1     Ratification
of Base Indenture.


 


Except as expressly modified or amended
hereby, the Base Indenture continues in full force and effect and is in all respects confirmed, ratified and preserved.


 




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Section 3.2     Governing
Law.


 


This First Supplemental Indenture and each
Note shall be governed by and construed in accordance with the laws of the State of New York. This First Supplemental Indenture
is subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions.


 


Section 3.3     Counterparts.


 


This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


Section 3.4     Trustee.


 


The Trustee makes no representations as
to the validity or sufficiency of this First Supplemental Indenture. The statements and recitals herein are deemed to be those
of the Issuer and not of the Trustee.


 


Section 3.5     Corporate
Trust Office.


 


The Trustee hereby notifies the Issuer that
its corporate trust business is principally administered at its office located at100 Wall Street, Suite 1600, New York, New York
10005 and, therefore, pursuant to the Indenture, the Corporate Trust Office is such office.


 


Section 3.6     Failure
or Delay in Performance.


 


In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 3.7     Effect
of First Supplemental Indenture.


 


This First Supplemental Indenture is a supplemental
indenture within the meaning of Section 9.01 of the Base Indenture, and the Base Indenture shall be read together with this First
Supplemental Indenture and shall have the same effect over the Notes, in the same manner as if the provisions of the Base Indenture
and this First Supplemental Indenture were contained in the same instrument. In all other respects, the Base Indenture is confirmed
by the parties hereto as supplemented by the terms of this First Supplemental Indenture.


 




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Section 3.8     Effect
of Headings.


 


The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.


 


Section 3.9     Successors
and Assigns.


 


All covenants and agreements in this First
Supplemental Indenture by the Issuer, the Guarantors, the Trustee and the Holders shall bind their successors and assigns, whether
so expressed or not.


 


Section 3.10     Severability
Clause.


 


In case any provision in this First Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 3.11     Benefits
of First Supplemental Indenture.


 


Nothing in this First Supplemental Indenture
or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable
right, remedy or claim under this First Supplemental Indenture.


 


Section 3.12     WAIVER
OF JURY TRIAL.


 


EACH OF THE ISSUER AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE (TO THE EXTENT IT RELATES TO THE NOTES), THE NOTES
OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 3.13     Electronic
Notices.


 


In addition to the foregoing, the Trustee
agrees to accept and act upon notice, instructions or directions pursuant to this First Supplemental Indenture sent by unsecured
e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or
facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such
instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable
for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing
electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and
directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk
or interception and misuse by third parties.


 




    	11



    	 



    

 


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


 


	 	ISSUER:
	 	LEXINGTON REALTY TRUST, a Maryland real
	 	estate investment trust, as Issuer of the Securities
	 	 	 
	 	By: 	/s/ Joseph S. Bonventre
	 	 	Name: Joseph S. Bonventre
	 	 	Title:   Executive Vice President
	 	 	 
	 	SUBSIDIARY GUARANTOR:
	 	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/ Joseph S. Bonventre
	 	 	Name: Joseph S. Bonventre
	 	 	Title:   Vice President


 


[Signature Page to First Supplemental
Indenture]


 




    	12



    	 



    

 


	 	TRUSTEE:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee


 


	 	By:	/s/ William G. Keenan	 
	 	Name:  William G. Keenan
	 	Title:    Vice President


 




    	 



    	 



    

 


EXHIBIT A


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.02 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.05(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.08 OF THE INDENTURE
AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 




    	 



    	 



    

 


[“Note” to “Security”]


 


LEXINGTON
REALTY TRUST

4.40% SENIOR NOTES DUE 2024


 


No. 1


 


	CUSIP No.:	529043AD3
	 	 
	ISIN:	US529043AD36


 


$250,000,000


 


Lexington Realty Trust, a Maryland real estate investment trust
(herein called the “the Issuer,” which term includes any successor entity under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to Cede & Co., or its registered assigns, the principal
sum of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000), or such lesser amount as is set forth in the Schedule of Increases or
Decreases In Note on the other side of this Note, on June 15, 2024 at the office or agency of the Issuer maintained for that purpose
in accordance with the terms of the Indenture, in such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay interest, semi-annually on June 15 and December 15
of each year, commencing December 15, 2014, on said principal sum at said office or agency, in like coin or currency, at the rate
per annum of 4.40%, from the June 15 or December 15, as the case may be, next preceding the date to which interest has been paid
or duly provided for, unless no interest has been paid or duly provided for on the Notes, in which case from May 20, 2014 until
payment of said principal sum has been made or duly provided for. The Issuer shall pay interest on any Notes in certificated form
by check mailed to the address of the Person entitled thereto as it appears in the Note Register, or on any Global Note by wire
transfer of immediately available funds to the account of the Depositary or its nominee. The Issuer shall pay interest to Holders
of record on the June 1 or December 1 preceding the applicable or June 15 or December 15 interest payment date, respectively,
in accordance with the terms of the Indenture.


 


The Issuer promises to pay interest on overdue principal, premium,
if any, and (to the extent that payment of such interest is enforceable under applicable law) interest at the rate of 1.0% per
annum above the rate borne by the Notes.


 


Reference is made to the further provisions of this Note set
forth on the reverse hereof and the Indenture governing this Note. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.


 


This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed manually or by facsimile or other electronic imaging means
by the Trustee or a duly authorized authenticating agent under the Indenture.


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.


 


Dated: May 20, 2014


 


	 	LEXINGTON REALTY TRUST
	 	 	 	 
	 	By:  	 
	 	 	Name:  	Joseph S. Bonventre
	 	 	Title:	Executive Vice President


 




    	 



    	 



    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes described in the within-named Indenture.


 


Dated: May 20, 2014


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 




    	 



    	 



    

 


[FORM OF
REVERSE SIDE OF NOTE]


 


Lexington
Realty Trust

4.40% SENIOR NOTES DUE 2024


 


This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 4.40% Senior Notes due 2024 (herein called the “Notes”), issued under and pursuant
to an Indenture, dated as of May 9, 2014 as supplemented by the First Supplemental Indenture dated as of May 20, 2014
(the “First Supplemental Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as
trustee (herein called the “Trustee”) (herein called the “Indenture”), to which Indenture
and any indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Issuer, the Guarantors and the Holders of the Notes. Defined terms used but
not otherwise defined in this Note shall have the respective meanings ascribed thereto in the Indenture.


 


If an Event of Default (other than an Event of Default specified
in Section 6.01(f), 6.01(g) or 6.01(h) of the Indenture with respect to the Issuer) occurs and is continuing, the principal
of, premium, if any, and accrued and unpaid interest on all Notes may be declared to be due and payable by either the Trustee or
the Holders of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding, and, upon said declaration
the same shall be immediately due and payable. If an Event of Default specified in Section 6.01(f), 6.01(g) or 6.01(h) of
the Indenture occurs with respect to the Issuer, the principal of and premium, if any, and interest accrued and unpaid on all the
Notes shall be immediately and automatically due and payable without necessity of further action.


 


The Indenture contains provisions permitting the Issuer and
the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time
outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Notes, subject to
exceptions set forth in Section 9.02 of the Indenture. Subject to the provisions of the Indenture, the Holders of not less than
a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes,
waive any past Default or Event of Default, subject to exceptions set forth in the Indenture.


 


No reference herein to the Indenture and no provision of this
Note or of the Indenture shall impair, as among the Issuer and the Holder of the Notes, the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, on and interest on this Note at the place, at the respective
times, at the rate and in the coin or currency herein and in the Indenture prescribed.


 


Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.


 




    	 



    	 



    

 


The Notes are issuable in fully registered form, without coupons,
in denominations of $2,000 principal amount and any multiple of $1,000. At the office or agency of the Issuer referred to on the
face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment of any service charge
but with payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection
with any registration or exchange of Notes, Notes may be exchanged for a like aggregate principal amount of Notes of any other
authorized denominations.


 


The Issuer shall have the right to redeem the Notes under certain
circumstances as set forth in Section 3.01, Section 3.02 and Section 3.03 of the Indenture and Section 2.10 of the First Supplemental
Indenture.


 


The Notes are not subject to redemption through the operation
of any sinking fund.


 


Except as expressly provided in Article XV of the Indenture,
no recourse for the payment of the principal of or any premium or interest on this Note, or for any claim based hereon or otherwise
in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or any supplemental
indenture or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, partner, member, manager, employee, agent, officer, trustee, director or subsidiary, as such, past, present or future,
of the Guarantors, the Issuer or any of the Issuer’s Subsidiaries or of any successor thereto, either directly or through
the Guarantors, the Issuer or any of the Issuer’s subsidiaries or of any successor thereto, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and as consideration for, the execution of the Indenture
and the issue of this Note.


 




    	 



    	 



    

 


ASSIGNMENT
FORM


 


To assign this Note,
fill in the form below:


 


(I) or (we) assign and transfer this Note
to:__________________________________________________



(Insert assignee’s legal name)


 


	 
	(Insert assignee’s soc. sec. or tax I D. no.)


 


	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)


 


and irrevocably appoint to
__________________ transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


Date: _____________


 


	 	Your Signature: 	 
	 	 	(Sign exactly as your name appears
	 	 	on the face of this Note)



 


	 	*Signature Guarantee: 	 
	 	 	*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




    	 



    	 



    

 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	
        Date of

        Exchange
	 	
        Amount of

        decrease in

        Principal

        Amount

        at maturity of

        this Global Note
	 	
        Amount of

        increase in

        Principal

        Amount

        at maturity of

        this Global Note
	 	
        Principal

        Amount

        at maturity of

        this Global Note

        following such

        decrease (or

        increase)
	 	
        Signature of

        authorized

        signatory

        of Trustee or

        Custodian

	 	 	 	 	 	 	 	 	 


 





 



*     This schedule
should be included only if the Note is issued in global form.


 




    	 



    	 



    

 


EXHIBIT B


 


FORM OF GUARANTEE


 


The guarantors listed below (hereinafter referred to as the
“Guarantors,” which term includes any successors or assigns under the Indenture, dated May 9, 2014, among
the Guarantors, the Issuer (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”),
as supplemented by the First Supplemental Indenture, dated May  20, 2014 the “First Supplemental Indenture”),
among the Issuer, the Guarantors and the Trustee (the “Indenture”), has irrevocably and unconditionally, jointly
and severally, guaranteed on a senior unsecured basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture),
which include (i) the due and punctual payment of the principal of, premium, if any, and interest, if any, on the 4.40% Senior
Notes due 2024 (the “Notes”) of Lexington Realty Trust, a Maryland real estate investment trust (the “Issuer”),
whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue
principal and premium, if any, and (to the extent permitted by law) interest on any interest on the Notes, and the due and punctual
performance of all other obligations of the Issuer, to the Holders (as defined in the First Supplemental Indenture) of the Notes
or the Trustee all in accordance with the terms set forth in Article XV of the Indenture, and (ii) in case of any extension
of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption
or otherwise.


 


The obligations of the Guarantors to the Holders of the Notes
and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XV of the Indenture and reference
is hereby made to such Indenture for the precise terms of this Guarantee.


 


No past, present or future director, trustee, officer, employee,
incorporator, partner, member or stockholder (direct or indirect) of the Guarantors (or any such successor entity), as such, shall
have any liability for any obligations of the Guarantors under this Guarantee or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.


 


The Guarantors hereby waive diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever.


 


This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon the Guarantors and their successors and assigns until full and final payment of all of the
Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall
inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer
or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a
Guarantee of payment and performance and not of collectability.


 




    	 



    	 



    

 


This Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which this Guarantee is noted shall have been signed, in the name and
on behalf of the Trustee under the Indenture, manually or by facsimile or other electronic imaging means by one of the authorized
officers of the Trustee under the Indenture or as otherwise permitted under the Indenture.


 


The obligations of the Guarantors under this Guarantee shall
be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.


 


THE TERMS OF ARTICLE XV OF THE INDENTURE ARE INCORPORATED HEREIN
BY REFERENCE.


 


Capitalized terms used herein have the same meanings given in
the Indenture unless otherwise indicated.


 




    	 



    	 



    

 


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


 


	 	ISSUER:
	 	 
	 	LEXINGTON REALTY TRUST, a Maryland real estate 
	 	investment trust, as Issuer of the Notes


 


	 	By:	 
	 	 	Name:  Joseph S. Bonventre
	 	 	Title:  Executive Vice President


 


	 	SUBSIDIARY 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:	 
	 	 	Name:  Joseph S. Bonventre
	 	 	Title:  Vice President


 




    	 



    	 



    

 


	 	TRUSTEE:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee


 


	 	By:	 	 
	 	Name: William G. Keenan
	 	Title: Vice President