8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 5, 2007

LEXINGTON REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland	1-12386	13-371318
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

THE LEXINGTON MASTER LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware	0-50268	11-3636084
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Penn Plaza, Suite 4015, New York, New York 10119-4015

(Address of Principal Executive Offices) (Zip Code)

(212) 692-7200

(Registrant's Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

___Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

___Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

5.45% Exchangeable Notes due 2026

On March 6, 2007, The Lexington Master Limited Partnership, a Delaware limited partnership, or the Partnership, Lexington Realty Trust, a Maryland real estate investment trust, or the Trust, and Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P., and Net 3 Acquisition L.P., each a Delaware limited partnership, or the Other Operating Partnerships, entered into a Purchase Agreement with Bear, Stearns & Co. Inc. and Lehman Brothers Inc., or the Initial Purchasers, for the sale by the Partnership and the purchase by the Initial Purchasers of $150.0 million aggregate principal amount of 5.45% Exchangeable Guaranteed Notes due 2027, or the Notes. The Notes have the same terms and are of the same series as the $300.0 million aggregate principal amount notes that were issued by the Partnership in January 2007 and February 2007 (the “Existing Notes”). The Notes are fully and unconditionally guaranteed by the Trust and all of the subsidiaries of the Trust that are borrowers or guarantors under the credit agreement among the Trust, the Other Operating Partnerships, each of the lenders a party thereto, and Wachovia Bank, National Association, which we refer to as the Wachovia Credit Agreement.

The closing of the sale of the Notes occurred on March 9, 2007. The net proceeds from the sale of the Notes, after deducting the Initial Purchasers’ discount and the estimated offering expenses, are estimated to be approximately $146.3 million (exclusive of proceeds attributable to accrued interest). The Partnership intends to use the proceeds to repay a portion of the borrowings under the Partnership’s Master Loan Agreement, dated as of August 11, 2005, among KeyBank National Association and the lenders party thereto.

The Notes were issued under an Indenture, dated as of January 29, 2007, among the Partnership, the Trust, the Other Operating Partnerships and all of the subsidiaries of the Trust that are guarantors under the Wachovia Credit Agreement, and U.S. Bank National Association, as trustee, or the Trustee, as supplemented by the First Supplemental Indenture, dated as of January 29, 2007, and the Second Supplemental Indenture (collectively, the "Indenture"), dated as of March 9, 2007. The terms of the Notes were established pursuant to the Indenture and the form of the Notes attached thereto.

Additional information pertaining to the Notes is contained in Item 2.03 of this report and is incorporated herein by reference. The Notes, the guarantees and the common shares of beneficial interest of the Trust, or Common Shares, issuable under certain circumstances upon exchange of the Notes have not been registered under the Securities Act of 1933, as amended, or the Securities Act. The Partnership offered and sold the Notes to the Initial Purchasers in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act. The Initial Purchasers then sold the Notes only to qualified institutional buyers in the United States in reliance upon the exemption from registration provided by Rule 144A under the Securities Act.

Registration Rights Agreement

At the Closing, the Partnership and the Trust entered into a Registration Rights Agreement with the Initial Purchasers. Under the Registration Rights Agreement, the Partnership

and the Trust have agreed, for the benefit of the holders of the Notes, to file a shelf registration statement providing for the resale of the Common Shares, if any, issuable upon exchange of the Notes, or the Registrable Securities, by holders who satisfy certain conditions, or the Selling Security Holders, by the 120th day after the original issuance of the Existing Notes on January 29, 2007 and to use its reasonable best efforts to cause such shelf registration statement to be declared effective under the Securities Act as promptly as practicable but in any event by the 210th day after the original issuance of the Existing Notes or otherwise make available for use by the Selling Security Holders an effective shelf registration statement no later than such date. The Partnership and the Trust also have agreed to use their reasonable best efforts to keep the registration statement continuously effective under the Securities Act until there are no Registrable Securities outstanding.

The Partnership will be required to pay specified additional interest to the holders of the Notes if it and the Trust fail to comply with their obligations to register the Common Shares issuable upon exchange of the Notes within specified time periods, or if the registration statement ceases to be effective or the use of the prospectus is suspended for specified time periods.The Partnership will not be required to pay additional interest with respect to any Note after it has been converted for any Common Shares.A copy of the Registration Rights Agreement is filed herewith as Exhibit 4.4. The description of the Registration Rights Agreement in this report is a summary and is qualified in its entirety by the terms of the Registration Rights Agreement.

Common Share Delivery Agreement

On March 9, 2007, the Trust and the Partnership entered into a Common Share Delivery Agreement (the “Delivery Agreement”). Pursuant to the Delivery Agreement, in the event the Partnership determines to deliver Common Shares upon exchange of the Notes, the Trust will deliver to holders of the exchanged Notes the number of Common Shares underlying the exchanged Note, as determined by the Partnership. In exchange for the Common Shares, the Partnership agrees to issue to the Trust its common units in an amount equal to the number of Common Shares issued by the Trust pursuant to the Delivery Agreement. A copy of the Delivery Agreement is filed herewith as Exhibit 4.5. The description of the Delivery Agreement in this report is a summary and is qualified in its entirety by the terms of the Delivery Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 9, 2007, the Partnership issued $150.0 million aggregate principal amount of the Notes. The Notes are fully and unconditionally guaranteed by the Trust and all of the subsidiaries of the Trust that are borrowers or guarantors under the Wachovia Credit Agreement. The Notes are unsecured obligations of the Partnership, the Trust and the other guarantors.

The terms of the Notes include:

Maturity. January 15, 2027.

Interest. Interest on the Notes at the rate of 5.45% per year is payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2007.

Exchange Rights. Holders may exchange the Notes at the initial exchange rate for each $1,000 principal amount of the Notes of 39.6071 of the Common Shares, payable in cash or, if the exchange value is greater than the principal return (as defined in the offering memorandum), in cash with respect to the amount equal to the principal return, and with respect to any portion in excess of the principal return, cash, the Common Shares or a combination of cash and the Common Shares, at the option of the Partnership, prior to the close of business on the second business day prior to the stated maturity date at any time on or after January 15, 2026 and also under the following circumstances:

(a) Exchange Upon Satisfaction of Market Price Condition. A holder may surrender any of its Notes for exchange during any calendar quarter beginning after March 31, 2007 (and only during such calendar quarter), if, and only if, the closing sale price of the Common Shares for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter as determined by the Partnership is more than 125% of the exchange price per Common Share in effect on the applicable trading day;

(b) Exchange Upon Satisfaction of Trading Price Condition. A holder may surrender any of its Notes for exchange during the five consecutive trading-day period following any five consecutive trading-day period in which the trading price per $1,000 principal amount of Notes (as determined following a reasonable request by a holder of the Notes) was less than 98% of the product of the closing sale price of the Common Shares multiplied by the applicable exchange rate;

(c) Exchange Upon Notice of Redemption. A holder may surrender for exchange any of the Notes called for redemption at any time prior to the close of business on the second business day prior to the redemption date, even if the Notes are not otherwise exchangeable at such time.

(d) Exchange if Common Shares Are Not Listed. A holder may surrender any of its Notes for exchange at any time beginning on the first business day after the Common Shares have ceased to be listed on a U.S. national or regional securities exchange for a 30 consecutive trading-day period.

(e) Exchange Upon Specified Transactions. A holder may surrender any of its Notes for exchange if the Trust engages in certain specified corporate transactions, including a change in control (as defined in the Notes). Holders exchanging Notes in connection with certain change in control transactions occurring prior to January 20, 2012 may be entitled to receive additional Common Shares as a “make whole premium.”

Redemption at the Option of the Partnership. The Partnership may not redeem any Notes prior to January 20, 2012, except to preserve its status as a real estate investment trust. After that time, the Partnership may redeem the Notes, in whole or in part, for cash equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest (including additional interest, if any) to, but not including, the redemption date.

Purchase at Option of Holders on Certain Dates. Holders of the Notes may require the Partnership to repurchase their Notes, in whole or in part (in principal amounts of $1,000 and integrals thereof) on January 20, 2012, January 15, 2017, and January 15, 2022 for cash equal to 100% of the principal amount of the Notes to be repurchased plus any accrued and unpaid interest (including additional interest, if any) to, but not including, the repurchase date.

Default. Subject to the terms of the Indenture and the Notes, upon certain events of default, including, but not limited to, (i) default by the Partnership in the delivery when due of the exchange value, on the terms set forth in the Indenture and the Notes, upon exercise of a holder’s exchange right in accordance with the Indenture and the continuation of such default for 10 days, (ii) the failure of the Partnership to provide notice of the occurrence of a change of control when required under the Indenture, and such failure continues for 5 business days, the trustee or the holders of not less than 25% in principal amount of the outstanding Notes may declare the principal and accrued and unpaid interest on all of the Notes to be due and payable immediately by written notice thereof to the Partnership (and to the trustee if given by the holders). Upon certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Trust, the Partnership, the Other Operating Partnerships, or any other significant subsidiary, the principal (or such portion thereof) of and accrued and unpaid interest on all of the Notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders.

In addition, the Notes are cross-defaulted with the indebtedness of Lexington or any of its subsidiaries or the MLP having an aggregate principal amount exceeding $25.0 million.

The description of the Notes in this report is a summary and is qualified in its entirety by reference to Exhibits 4.1, 4.2 and 4.3.

Item 3.02 Unregistered Sales of Equity Securities.

5.45% Convertible Notes due December 15, 2026

On March 6, 2007, the Trust and the Partnership entered into the Purchase Agreement to offer and sell $150.0 million aggregate principal amount of the Notes to the Initial Purchasers. The closing of the offer and sale occurred on March 9, 2007. The net proceeds from the sale, after deducting the Initial Purchasers’ discount and the Partnership’s estimated offering expenses, are estimated to be approximately $146.3 million (exclusive of proceeds attributable to accrued interest). The Notes are fully and unconditionally guaranteed by the Trust and all of the subsidiaries of the Trust that are borrowers or guarantors under the Wachovia Credit Agreement.

Additional information pertaining to the Notes and Common Shares is contained in Item 2.03 of this report and is incorporated herein by reference.

The Partnership offered and sold the Notes to the Initial Purchasers in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act. The Initial Purchasers then sold the Notes only to qualified institutional buyers in the United States in reliance upon the exemption from registration provided by Rule 144A under the Securities Act. The Partnership relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement.

The Notes, the guarantees and the underlying Common Shares issuable upon exchange of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

8.01 Other Events

Share Repurchases

The Trust’s Board of Trustees increased its previous 2.0 million common share/operating partnership repurchase authorization (of which 1.2 million common shares/operating partnership units have already been repurchased) to a 10.0 million common share/operating partnership unit repurchase authorization.

In connection with the $150.0 million notes offering by the Partnership, the Trust repurchased approximately 2.1 million common shares from purchasers of the notes using its own cash balances.

Contemplated Future Offerings

As previously disclosed, the Trust intends to continue to have access to and use the public and private equity and debt markets as a source of capital for growth. In this regard, the Trust expects to raise up to an additional $200.0 million through the issuance of trust preferred securities before the end of the first quarter of 2007, although there can be no assurance that it will be able to consummate such issuance.

The Trust issued press releases with respect to the Notes and the other information in this Form 8-K on March 5, 2007 and March 6, 2007, copies of which are attached as Exhibits 99.1 and 99.2.

Item 9.01. Financial Statements and Exhibits

4.1*	Indenture, dated as of January 29, 2007, among The Lexington Master Limited Partnership, Lexington Realty Trust, the other guarantors named therein and U.S. Bank National Association, as trustee.
4.2*	First Supplemental Indenture, dated as of January 29, 2007, among The Lexington Master Limited Partnership, Lexington Realty Trust, the other guarantors named therein and U.S. Bank National Association, as trustee, including the Form of 5.45% Exchangeable Guaranteed Notes due 2027.
4.3	Second Supplemental Indenture, dated as of March 9, 2007, among The Lexington Master Limited Partnership, Lexington Realty Trust, the other guarantors named therein and U.S. Bank National Association, as trustee, including the Form of 5.45% Exchangeable Guaranteed Notes due 2027.
4.4	Registration Rights Agreement, dated as of March 9, 2007, among The Lexington Master Limited Partnership, Lexington Realty Trust, Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P., New 3 Acquisition L.P., Bear, Stearns & Co. Inc. and Lehman Brothers Inc.
4.5	Common Share Delivery Agreement, dated March 9, 2007, between The Lexington Master Limited Partnership and Lexington Realty Trust.
99.1	Press Release dated March 5, 2007.
99.2	Press Release dated March 6, 2007.

* Previously filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lexington Realty Trust

Date: March 9, 2007 By: /s/ T. Wilson Eglin

T. Wilson Eglin

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Lexington Master Limited Partnership

By: Lex GP-1 Trust, its general partner

Date: March 9, 2007 By: /s/ T. Wilson Eglin

T. Wilson Eglin

Chief Executive Officer

Exhibit Index

4.1*	Indenture, dated as of January 29, 2007, among The Lexington Master Limited Partnership, Lexington Realty Trust, the other guarantors named therein and U.S. Bank National Association, as trustee.
4.2*	First Supplemental Indenture, dated as of January 29, 2007, among The Lexington Master Limited Partnership, Lexington Realty Trust, the other guarantors named therein and U.S. Bank National Association, as trustee, including the Form of 5.45% Exchangeable Guaranteed Notes due 2027.
4.3	Second Supplemental Indenture, dated as of March 9, 2007, among The Lexington Master Limited Partnership, Lexington Realty Trust, the other guarantors named therein and U.S. Bank National Association, as trustee, including the Form of 5.45% Exchangeable Guaranteed Notes due 2027.
4.4	Registration Rights Agreement, dated as of March 9, 2007, among The Lexington Master Limited Partnership, Lexington Realty Trust, Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P., New 3 Acquisition L.P., Bear, Stearns & Co. Inc. and Lehman Brothers Inc.
4.5	Common Share Delivery Agreement, dated March 9, 2007, between The Lexington Master Limited Partnership and Lexington Realty Trust.
99.1	Press Release dated March 5, 2007.
99.2	Press Release dated March 6, 2007.

* Previously filed

EX-4

Exhibit 4.3

Execution Copy

THE LEXINGTON MASTER LIMITED PARTNERSHIP,

Issuer,

LEXINGTON REALTY TRUST,

Parent Guarantor,

CERTAIN SUBSIDIARIES OF LEXINGTON REALTY TRUST,

Subsidiary Guarantors,

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of March 9, 2007

5.45% Exchangeable Guaranteed Notes due 2027

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second SupplementalIndenture”), is entered into as of March 9, 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 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 Parent Guarantor, the Subsidiary 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 aggregate principal amount of the Notes, initially limited to $250,000,000 (or up to $300,000,000 if the option of the Initial Purchasers (as defined in the First Supplemental Indenture) to purchase additional Notes described in the Purchase Agreement is exercised), may be increased by the issuing of additional Notes (“Additional Notes”); and

WHEREAS, the Issuer, the Guarantors and the Trustee have duly authorized the execution and delivery of this instrument to provide for the issuance of Additional Notes as set forth herein and have done all things necessary to make this instrument (together with the Original Indenture and the First Supplemental 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 Additional Notes, the Issuer, the Guarantors and the Trustee agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01.Definitions. Capitalized terms used in this instrument and not otherwise defined herein shall have the meanings assigned to such terms in the Original Indenture, the First Supplemental Indenture or in the form of Note attached as Exhibit A to the First Supplemental Indenture.

ARTICLE TWO

ADDITIONAL NOTES

Section 2.01.Additional Notes. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is hereby increased and hereafter limited to $450,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1203 of the Original Indenture and except for any Notes which, pursuant to Section 303 of the Original Indenture, are deemed never to have been authenticated and delivered thereunder; provided that the Issuer may from time to time, without the consent of the Holders of the Notes, subject to compliance with the terms of the Indenture, increase the principal amount of the Notes by issuing additional Securities in the future (the “Further Additional Notes”) having the same terms and ranking equally and ratably with the Notes in all respects and with the same CUSIP number as the Notes, except for the difference in the issue price and interest accrued prior to the issue date of such Further Additional Notes, provided that such Further Additional Notes constitute part of the same issue as the Notes for U.S. federal income tax purposes. Any Further Additional Notes shall be treated as a single series with the Notes under the Indenture and shall have the same terms as to status, redemption, repurchase, exchange and otherwise as the Notes. For clarity, the limitations in this Section 2.02, including the limitation on the aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture, shall not apply or be construed to apply to any series of Securities, other than the Notes, that may be authenticated and delivered under the Indenture.

Section 2.02.Additional Note Terms. The $150,000,000 aggregate principal amount of Additional Notes authorized by this Second Supplemental Indenture shall be treated as a single series with the $250,000,000 aggregate principal amount of Notes initially issued under the Indenture and the $50,000,000 aggregate principal amount of Notes issued in relation to the exercise by the Initial Purchasers of their option to purchase additional Notes and shall have the same terms as to status, redemption, repurchase, exchange and otherwise as such Notes. The Additional Notes shall be substantially in the form set forth in Exhibit A hereto.

ARTICLE THREE

MISCELLANEOUS

Section 3.01.Relation to Original Indenture. This Second Supplemental Indenture supplements the Original Indenture, as amended and supplemented by the First Supplemental 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 Original Indenture, as

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amended and supplemented by the First Supplemental Indenture, and the Securities issued thereunder shall continue in full force and effect.

Section 3.02.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 Parent Guarantor, or the validity of the execution by the Issuer or the Parent Guarantor of this Second Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.

Section 3.03.Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

Section 3.04.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 3.05.Governing Law. This instrument shall be governed by and construed in accordance with the laws of the State of New York.

[signature pages follow]

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

THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership,

as Issuer of the Notes

By:Lex GP-1 Trust, its general partner, a Delaware statutory trust

By: /s/ T. Wilson Eglin                                 

Name: T. Wilson Eglin

Title: Chief Executive Officer

LEXINGTON REALTY TRUST,

as Parent Guarantor

By: /s/ T. Wilson Eglin                                 

Name: T. Wilson Eglin

Title: Chief Executive Officer

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/ T. Wilson Eglin                                 

Name: T. Wilson Eglin

Title: Chief Executive Officer

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/ T. Wilson Eglin                          

Name: T. Wilson Eglin

Title: Chief Executive Officer

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/ T. Wilson Eglin                                      

Name: T. Wilson Eglin

Title: Chief Executive Officer

ACQUIPORT LSL GP LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: Lexington Realty Trust, its managing member, a Maryland statutory real estate investment trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEX GP-1 TRUST,

as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEX LP-1 TRUST,

as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON BCBS L.L.C., a South Carolina limited liability company, as a Subsidiary Guarantor

By: Lexington Realty Trust, its managing member, a Maryland statutory real estate investment trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON CARROLLTON MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON CHELMSFORD MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON CONTRIBUTIONS INC., a Delaware corporation, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON DOVER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON FORT STREET TRUST, a New York grantor trust, as a Subsidiary Guarantor

By:  Lexington Fort Street Trustee LLC, its trustee, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON FOXBORO I LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON FOXBORO II LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON HIGH POINT MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON LOS ANGELES MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON MILLINGTON MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON MINNEAPOLIS LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: Lepercq Corporate Income Fund L.P., its managing member, a Delaware limited partnership

By: Lex GP-1 Trust, its sole general partner, a Delaware statutory trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   Chief Executive Officer

LEXINGTON MULTI-STATE HOLDINGS L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: LXP Multi-State Holdings Manager LLC, its sole general partner, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON OC LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: Lepercq Corporate Income Fund II L.P., its managing member, a Delaware limited partnership

By: Lex GP-1 Trust, its sole general partner, a Delaware statutory trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   Chief Executive Officer

LEXINGTON OLIVE BRANCH LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: Lexington Olive Branch Manager LLC, its managing member, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON OLIVE BRANCH MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON REALTY ADVISORS, INC., a Delaware corporation, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON SOUTHFIELD LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON TENNESSEE HOLDINGS L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: Lex GP-1 Trust, its sole general partner, a Delaware statutory trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   Chief Executive Officer

LEXINGTON TEXAS HOLDINGS L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: LXP Texas Holdings Manager LLC, its sole general partner, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON TIC OK HOLDINGS L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: Lexington TIC OK LLC, its sole general partner, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON TOYS II TRUST, a New York grantor trust, as a Subsidiary Guarantor

By:  Lexington Toy Trustee LLC, its trustee, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON WALLINGFORD MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON WAXAHACHIE L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: Lexington Waxahachie Manager LLC, its sole general partner, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LEXINGTON WAXAHACHIE MANAGER LLC, its sole general partner, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LXP GP, LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LXP I TRUST, a Delaware statutory trust, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LXP II, INC., a Delaware corporation, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LXP I, L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: LXP I Trust, its sole general partner, a Delaware statutory trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LXP II, L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: LXP II Inc., its sole general partner, a Delaware corporation

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LXP ISS HOLDINGS L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: LXP ISS Manager LLC, its sole general partner, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

LXP MEMORIAL L.L.C., a Delaware limited liability company, as a Subsidiary Guarantor

By: Lexington Realty Trust, its managing member, a Maryland statutory real estate investment trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   Chief Executive Officer

LXP REALTY INCOME FUND L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By: LXP RIF Manager LLC, its sole general partner, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:   President

PHOENIX HOTEL ASSOCIATES LIMITED PARTNERSHIP, an Arizona limited partnership, as a Subsidiary Guarantor

By: Lepercq Corporate Income Fund II L.P., its sole general partner, a Delaware limited partnership

By: Lex GP-1 Trust, its sole general partner, a Delaware statutory trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:  Chief Executive Officer

SAVANNAH WATERFRONT HOTEL LLC, a Georgia limited liability company, as a Subsidiary Guarantor

By: Lepercq Corporate Income Fund L.P., its managing member, a Delaware limited partnership

By: Lex GP-1 Trust, its sole general partner, a Delaware statutory trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:  Chief Executive Officer

UNION HILLS ASSOCIATES, an Arizona general partnership, as a Subsidiary Guarantor

By: Union Hills Associates II, its managing general partner, an Arizona general partnership

By: Lexington Realty Trust, its managing general partner, a Maryland statutory real estate investment trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:  Chief Executive Officer

UNION HILLS ASSOCIATES II, its managing general partner, an Arizona general partnership, as a Subsidiary Guarantor

By: Lexington Realty Trust, its managing general partner, a Maryland statutory real estate investment trust

By: /s/ T. Wilson Eglin                                          

Name: T. Wilson Eglin

Title:  Chief Executive Officer

LEXINGTON COLLIERVILLE L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By:  Lexington Colliverville Manager LLC, its general partner, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name:  T. Wilson Eglin

Title:    President

LEXINGTON COLLIERVILLE MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name:  T. Wilson Eglin

Title:    President

LEXINGTON WESTPORT MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name:  T. Wilson Eglin

Title:    President

LEXINGTON SUGARLAND MANAGER LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name:  T. Wilson Eglin

Title:    President

LEXINGTON EURO HOLDINGS LTD., a Delaware corporation, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name:  T. Wilson Eglin

Title:    President

LXP ADVISORY LLC, a Delaware limited liability company, as a Subsidiary Guarantor

By: /s/ T. Wilson Eglin                                          

Name:  T. Wilson Eglin

Title:    President

WESTPORT VIEW CORPORATE CENTER L.P., a Delaware limited partnership, as a Subsidiary Guarantor

By:  Lexington Westport Manager LLC, its general partner, a Delaware limited liability company

By: /s/ T. Wilson Eglin                                          

Name:  T. Wilson Eglin

Title:    President

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: /s/ Paul J.  Schmalzel                               

Name: Paul J. Schmalzel

Title: Vice President

Exhibit A

[FORM OF NOTE]

[Include only for Global Notes]

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 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 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 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.

[Include only for Notes that are Restricted Securities]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER:

(1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IS AWARE THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND IS PURCHASING THIS SECURITY IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;

(2) AGREES THAT IT SHALL NOT, WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH LEXINGTON REALTY TRUST OR THE LEXINGTON MASTER LIMITED PARTNERSHIP OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY OR THE LEXINGTON COMMON SHARES ISSUABLE UPON EXCHANGE OF SUCH SECURITY EXCEPT (A) TO LEXINGTON REALTY TRUST OR THE LEXINGTON MASTER LIMITED PARTNERSHIP OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D)

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PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER; AND

(3) AGREES THAT IT SHALL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED PURSUANT TO CLAUSE 2(B) ABOVE A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH LEXINGTON REALTY TRUST OR THE LEXINGTON MASTER LIMITED PARTNERSHIP OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE TRUSTEE. IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE LEXINGTON MASTER LIMITED PARTNERSHIP, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS LEXINGTON REALTY TRUST OR THE LEXINGTON MASTER LIMITED PARTNERSHIP OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND SHALL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH LEXINGTON REALTY TRUST OR THE LEXINGTON MASTER LIMITED PARTNERSHIP OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY. THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

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NO._____ PRINCIPAL AMOUNT

CUSIP NO. 529289AA8 $_______________

THE LEXINGTON MASTER LIMITED PARTNERSHIP

5.45% Exchangeable Guaranteed Note due 2027

The Lexington Master Limited Partnership, a limited partnership duly organized and existing under the laws of the State of Delaware (the “Issuer,” which term shall include any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on January 15, 2027 unless redeemed, repurchased or exchanged prior to such date in accordance with the terms hereof and of the Indenture. The Parent Guarantor and the Subsidiary Guarantors (each as defined on the reverse hereof) have guaranteed the payment of principal of and interest on this Note.

This Note shall bear interest as specified on the reverse hereof. This Note is exchangeable for the consideration specified on the reverse hereof. This Note is subject to redemption by the Issuer at its option and to repurchase by the Issuer at the option of the Holder as specified on the reverse hereof.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Note shall not be entitled to the benefits of the Indenture or the Guarantee of the Parent Guarantor or the Subsidiary Guarantors or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee.

IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by an authorized signatory.

Dated:

THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership,

as Issuer

By:Lex GP-1 Trust, its general partner, a Delaware statutory trust

By: /s/ T. Wilson Eglin                                          

Name:

Title:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

U.S. Bank National Association,

as Trustee

By: /s/ T. Wilson Eglin                                          

Authorized Signatory

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[REVERSE OF NOTE]

THE LEXINGTON MASTER LIMITED PARTNERSHIP

5.45% Exchangeable Guaranteed Note due 2027

This Note is one of a duly authorized issue of notes, debentures, bonds, or other evidences of indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an Indenture, dated as of January 29, 2007 (as amended and supplemented by the First Supplemental Indenture, dated as of January 29, 2007 (the “First Supplemental Indenture”), and as further amended or supplemented from time to time, the “Indenture”), duly executed and delivered by the Issuer to U.S. Bank National Association, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Notes is a part), and reference is hereby made to the Indenture, and all modifications and amendments and indentures supplemental thereto relating to the Notes, for a description of the rights, limitations of rights, obligations, duties, and immunities thereunder of the Trustee, the Issuer, Lexington Realty Trust, a Maryland real estate investment trust (the “Parent Guarantor”), the subsidiaries of the Parent Guarantor that are guarantors of the Notes pursuant to the terms of the Indenture (the “Subsidiary Guarantors”) and the Holders of the Notes and the terms upon which the Notes are authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may accrue interest (if any) at different rates or formulas and may otherwise vary as provided in the Indenture. This Note is one of a series of Securities designated as the “5.45% Exchangeable Guaranteed Notes due 2027” of the Issuer with respect to which the Parent Guarantor and the Subsidiary Guarantors have guaranteed the payment of principal of and interest on this Note, initially limited (except as permitted under the Indenture) in aggregate principal amount to $250,000,000 (or up to $300,000,000 if the Initial Purchasers’ option to purchase additional Notes described in the Purchase Agreement is exercised). Terms used herein without definition and which are defined in the Indenture have the meanings assigned to them in the Indenture.

1. INTEREST

The Notes shall bear interest at the rate of 5.45% per annum from January 29, 2007 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), commencing on July 15, 2007, until the principal hereof is paid or duly made available for payment. Interest payable on each Interest Payment Date shall equal the amount of interest accrued for the period commencing on and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or commencing on and including January 29, 2007, if no interest has been paid or duly provided for) and ending on and including the day preceding such Interest Payment Date. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months

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2. METHOD OF PAYMENT

Except as provided in the Indenture, the Issuer shall pay interest on the Notes to the Persons who are Holders of record of Notes at the close of business (whether or not a Business Day) on the January 1 and July 1 immediately preceding the applicable Interest Payment Date (each, a “Regular Record Date”). Holders must surrender Notes to a Paying Agent and comply with the other terms of the Indenture to collect the principal amount, Redemption Price, Optional Repurchase Price or Change of Control Purchase Price of the Notes, plus, if applicable, accrued and unpaid interest (including Additional Interest, if any) payable as herein provided at maturity, upon redemption at the Issuer’s option or repurchase at the Holder’s option. The Issuer shall pay, in money of the United States that at the time of payment is legal tender for payment of public and private debts, all amounts due in cash with respect to the Notes on the dates and in the manner provided in this Note and the Indenture.

3. PAYING AGENT, EXCHANGE AGENT AND SECURITY REGISTRAR

Initially, the Trustee shall act as Paying Agent, Exchange Agent and Security Registrar. The Issuer hereby initially designates the Corporate Trust Office of the Trustee in New York, New York as the office to be maintained by it where this Note may be presented for payment, registration of transfer or exchange, where notices or demands to or upon the Issuer or the Parent Guarantor in respect of this Note or the Indenture may be served and where the Notes may be surrendered for exchange in accordance with the provisions of paragraph 6 hereof and the Indenture. The Issuer may appoint and change any Paying Agent, Exchange Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee.

4. REDEMPTION BY THE ISSUER

The Issuer shall not have the right to redeem any Notes prior to January 20, 2012, except to preserve the status of the Parent Guarantor as a real estate investment trust. If the Issuer determines it is necessary to redeem the Notes in order to preserve the status of the Parent Guarantor as a real estate investment trust, the Issuer may redeem the Notes then Outstanding, in whole or in part, at 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Redemption Date.

The Issuer shall have the right to redeem the Notes for cash, in whole or in part at any time or from time to time, on or after January 20, 2012 at 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Redemption Date (the “Redemption Price”).

Notice of redemption at the option of the Issuer shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at the Holder’s registered address. Notes in denominations larger than $1,000 principal amount may be redeemed in part but only in integral multiples of $1,000 principal amount.

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5. OPTIONAL REPURCHASE RIGHTS; REPURCHASE AT OPTION OF HOLDER UPON A CHANGE OF CONTROL

(a)Subject to the terms and conditions of the Indenture, a Holder shall have the right to require the Issuer to repurchase all of its Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, on each of January 20, 2012, January 15, 2017 and January 15, 2022 (each, an “Optional Repurchase Date”) for cash equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest (including Additional Interest, if any) to, but not including, such Optional Repurchase Date (the “Optional Repurchase Price”), upon delivery to the Paying Agent of an Optional Repurchase Notice containing the information set forth in the Indenture, from the opening of business on the date that is 20 Business Days prior to such Optional Repurchase Date until the close of business on the second Business Day prior to such Optional Repurchase Date and upon compliance with the other terms of the Indenture.

(b)If a Change of Control occurs at any time prior to January 20, 2012, a Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Issuer to repurchase all or any of such Holder’s Notes having a principal amount equal to $1,000 or an integral multiple thereof on the date (the “Change of Control Purchase Date”) specified by the Issuer in the Issuer Notice (which date shall be no earlier than 15 days and no later than 30 days after the date of such Issuer Notice) for cash equal to the 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Change of Control Purchase Date (the “Change of Control Purchase Price”).

(c)Holders have the right to withdraw any Optional Repurchase Notice or Change of Control Purchase Notice, as the case may be, by delivery to the Paying Agent of a written notice of withdrawal in accordance with the provisions of the Indenture.

(d)If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Optional Repurchase Price or Change of Control Purchase Price of such Notes on the Optional Repurchase Date or Change of Control Purchase Date, as the case may be, then, on and after such date, such Notes shall cease to be Outstanding and interest on such Notes shall cease to accrue, and all other rights of the Holder shall terminate (other than the right to receive the Optional Repurchase Price or Change of Control Purchase Price upon delivery or transfer of the Notes).

6. EXCHANGE

The Notes shall be exchangeable into the consideration specified in the Indenture at such times, upon compliance with such conditions and upon the terms set forth in the Indenture.

The initial Exchange Rate shall be 39.6071 Lexington Common Shares per $1,000 principal amount of Notes, subject to adjustment in certain circumstances as specified in the Indenture. Notes tendered for exchange by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such

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Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to the second Business Day following such Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of exchange with respect to such Notes.

To exchange the Notes, a Holder must (a) (i) complete and manually sign the irrevocable exchange notice on the reverse of the Notes (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (ii) surrender the Notes to the Exchange Agent and (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, the Parent Guarantor or the Trustee, with respect to Notes which are in certificated form, or, (b) if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary and, in the case of certificated Notes and Notes in book-entry form, pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for exchange.

If the Holder has delivered an Optional Repurchase Notice or a Change of Control Purchase Notice requiring the Issuer to repurchase all or a portion of this Note pursuant to paragraph 5 hereof, then this Note (or portion hereof subject to such Optional Repurchase Notice or Change of Control Purchase Notice) may be exchanged only if the Optional Repurchase Notice or Change of Control Purchase Notice is withdrawn in accordance with the terms of the Indenture.

7. RANKING

The Notes are unsecured obligations of the Issuer and shall rank pari passu in right of payment with all other unsecured unsubordinated indebtedness of the Issuer from time to time outstanding.

8. GUARANTEES

This Note is fully and unconditionally guaranteed as to the due and punctual payment of principal of and interest on this Note by the Parent Guarantor and the Subsidiary Guarantors, it being understood and agreed that such Guarantees are subject to the limitations set forth in the Indenture and that the Guarantees of Subsidiary Guarantors may be released in accordance with the terms of the Indenture.

9. DEFAULTED INTEREST

Except as otherwise specified herein or in the Indenture, any Defaulted Interest on this Note shall forthwith cease to be payable to the Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer as provided for in Section 307 of the Indenture.

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10. DENOMINATIONS; TRANSFER; EXCHANGE

This Note is issuable only in fully registered form, without coupons, in denominations of $1,000 and integral multiples thereof. This Note may be exchanged for a like aggregate principal amount of Notes of other authorized denominations at the office or agency of the Issuer in The City of New York, in the manner and subject to the limitations provided herein and in the Indenture, but without the payment of any charge except for any tax or other governmental charge imposed in connection therewith. Upon due presentment for registration of transfer of this Note at the office or agency of the Issuer in The City of New York, one or more new Notes of authorized denominations in an equal aggregate principal amount shall be issued to the transferee in exchange therefor, and bearing such restrictive legends as may be required by the Indenture, but without payment of any charge except for any tax or other governmental charge imposed in connection therewith. In the event of any redemption in part, the Issuer shall not be required to: (i) issue or register the transfer or exchange of any Note during a period beginning at the opening of business 15 days before any selection of Notes for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed, or (ii) register the transfer or exchange of any Note so selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part.

11. PERSONS DEEMED OWNERS

The Holder of this Note may be treated as the owner of this Note for all purposes, and none of the Issuer, the Parent Guarantor or the Trustee nor any authorized agent of the Issuer, the Parent Guarantor or the Trustee shall be affected by any notice to the contrary, except as required by law.

12. ADDITIONAL RIGHTS OF HOLDERS

In addition to the rights provided to Holders of Notes under the Indenture, Holders shall have all the rights set forth in the Registration Rights Agreement, dated as of January 29, 2007, among the Issuer, the Parent Guarantor and the Initial Purchasers named therein.

13. MODIFICATION AND AMENDMENT; WAIVER

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer, the Parent Guarantor and the rights of the Holders of the Notes under the Indenture at any time by the Issuer, the Parent Guarantor and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Notes affected thereby (voting together as a single class). The Indenture also provides that certain amendments or modifications may not be made without the consent of each Holder to be affected thereby, while other amendments or modifications may be made without the consent of the Holders. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in principal amount of Notes, in certain instances, to waive, on behalf of all of the Holders of Securities of such series, certain past defaults under the Indenture and their consequences. Any such waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other

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Notes issued upon the registration of transfer hereof or in exchange hereof, or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

14. DEFAULTS AND REMEDIES

If an Event of Default occurs and is continuing, the Trustee, or the Holders of not less than 25% in aggregate principal amount of the Notes at the time Outstanding, may declare the principal amount and any accrued and unpaid interest, of all the Notes to be due and payable in the manner and with the effect provided in the Indenture; provided that if certain events default relating to bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any of the other Significant Subsidiaries of the Parent Guarantor or the Operating Partnerships or any of properties owned by these entities occurs and is continuing, the principal (or such portion thereof) of and accrued and unpaid interest on all of the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Events of Default in respect of the Notes are set forth in Section 501 of the Indenture, as amended by the First Supplemental Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture.

15. CONSOLIDATION, MERGER, AND SALE OF ASSETS

Except as otherwise provided in the Indenture, in the event of a consolidation or merger of the Issuer or a Guarantor or a sale, lease or conveyance of all or substantially all of the assets of the Issuer or a Guarantor as described in Article Eight of the Indenture the successor entity to the Issuer or such Guarantor, as the case may be, shall succeed to and be substituted for the Issuer or such Guarantor, as the case may be, and may exercise the rights and powers of the Issuer or such Guarantor, as the case may be, under the Indenture, and thereafter, except in the case of a lease, the Issuer or such Guarantor, as the case may be, shall be relieved of all obligations and covenants under the Indenture and the Notes and the Guarantees, as the case may be.

16. TRUSTEE AND AGENT DEALINGS WITH THE COMPANY

The Trustee, Paying Agent, Exchange Agent and Securities Registrar under the Indenture, each in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer, the Parent Guarantor or their respective Affiliates and may otherwise deal with the Issuer, the Parent Guarantor or their respective Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Exchange Agent or Registrar.

17. CALCULATIONS IN RESPECT OF THE NOTES

Except as otherwise specifically stated herein or in the Indenture, all calculations to be made in respect of the Notes shall be the obligation of the Issuer. All calculations made by the Issuer or its agent as contemplated pursuant to the terms hereof and of the Indenture shall be final and binding on the Issuer and the Holders absent manifest error. The Issuer shall provide a schedule of calculations to the Trustee, and the Trustee shall be entitled conclusively to rely upon

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the accuracy of the calculations by the Issuer without independent verification. The Trustee shall forward calculations made by the Issuer to any Holder of Notes upon written request.

18. IMMUNITY OF INCORPORATORS, LIMITED PARTNERS, SHAREHOLDERS, TRUSTEES, DIRECTORS AND OFFICERS.

No recourse shall be had for the payment of the principal of, or the interest, if any, on any Note, or for any claim based thereon, or upon any obligation, covenant or agreement of the Indenture, against any incorporator, limited partner, shareholder, trustee, director, officer or employee, as such, past, present or future, of the Issuer, the Parent Guarantor, any Subsidiary Guarantor or of any successor entity to any of them, either directly or indirectly through the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any successor entity to any of them, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Notes are solely obligations of the Issuer and the Guarantees are solely the obligations of the Parent Guarantor and the Subsidiary Guarantors and that no personal liability whatever shall attach to, or is incurred by, any incorporator, limited partner, shareholder, trustee, director, officer or employee, past, present or future, of the Issuer, the Parent Guarantor, any Subsidiary Guarantor or of any successor entity to any of them, either directly or indirectly through the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any successor corporation to any of them, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in the Indenture or in any of the Notes or any of the Guarantees, or to be implied herefrom or therefrom; and that all such personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Notes and the Guarantees.

19. GOVERNING LAW

The Indenture, this Note and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York.

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ASSIGNMENT

FOR VALUE RECEIVED, the

undersigned hereby sell(s),

assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or Typewrite Name and Address

Including Postal Zip Code of Assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

to transfer said Note on the books of the Issuer, with full power of substitution in the premises.

In connection with any transfer of the Note prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision) (other than any transfer pursuant to a registration statement that has been declared effective under the Securities Act), the undersigned confirms that such Note is being transferred:

o To The Lexington Master Limited Partnership, Lexington Realty Trust or any of their respective subsidiaries; or

o To a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended; or

o Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or

o Pursuant to a Registration Statement which has been declared effective under the Securities Act of 1933, as amended, and which continues to be effective at the time of transfer.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

Dated:

Signature Guaranteed

NOTICE: Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. NOTICE: The signature to this Assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.

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EXCHANGE NOTICE

To exchange this Note as provided in the Indenture, check the box: o

To exchange only part of this Note, state the principal amount to be exchanged (must be $1,000 or an integral multiple of $1,000): $___.

If, in the event the Issuer delivers Net Shares and you want the stock certificate made out in another person’s name, fill in the form below:

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

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

(Insert DTC Participant no.)

Your Signature:

Date:

(Sign exactly as your name appears on the other side of this Note)

¹ Signature guaranteed by:

By:

¹ Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

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EX-4

Exhibit 4.4

Execution Copy

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2007 among LEXINGTON REALTY TRUST, a Maryland real estate investment trust (the “Company”), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the “MLP”), and BEAR, STEARNS & CO. INC. and LEHMAN BROTHERS INC., as the initial purchasers (the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement dated March 6, 2007 (the “Purchase Agreement”) among the Company, the MLP, the subsidiary guarantors parties thereto and the Initial Purchasers, which provides for, among other things, the sale of $150,000,000 aggregate principal amount of 5.45% Exchangeable Guaranteed Notes Due 2027 (the “Notes”) of the MLP to the Initial Purchasers.

In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the MLP have agreed to provide to the Initial Purchasers and their respective direct and indirect transferees the registration rights set forth in this Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. Capitalized terms used herein without definition shall have the

respective meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“Additional Interest” has the meaning set forth in Section 2(e) hereof.

“Advice” has the meaning set forth in the last paragraph of Section 3 hereof.

“Affiliate” has the same meaning as given to that term in Rule 405 under the Securities Act or any successor rule thereunder.

“AutomaticShelfRegistrationStatement” means a registration statement filed by a Well-Known Seasoned Issuer, which shall become effective upon filing thereof pursuant to General Instruction I.D of Form S-3.

“Business Day” means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or required by law or executive order to remain closed.

“Common Shares” means common shares of beneficial interest of the Company, par value $0.0001 per share.

“Company” has the meaning set forth in the preamble to this Agreement and also includes the Company’s successors and permitted assigns.

“Effective Date” means the date the initial Shelf Registration Statement becomes effective or, in the case of designation of an Automatic Shelf Registration Statement as the Shelf Registration Statement, the date a Prospectus is first made available thereunder for use by the Holders.

“Effectiveness Deadline” means (i) for purposes of Section 2(a)(i) hereof, the 210th day following the Issue Date, (ii) for purposes of the filing of any post-effective amendment pursuant to Section 2(a)(iii) hereof, the 30th day after the obligation to make such filing arises, (iii) for purposes of the filing of any Shelf Registration Statement pursuant to Section 2(a)(iii) hereof, the 60th day after the obligation to make such filing arises, and (iv) for purposes of any filing made pursuant to Section 2(a)(iv) hereof, the tenth Business Day after the obligation to make such filing arises.

“Effectiveness Period” has the meaning set forth in Section 2(a)(iv) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Filing Deadline” means (i) for purposes of Section 2(a)(i) hereof, the 120th day following the Issue Date, (ii) for purposes of Section 2(a)(iii) hereof, the tenth Business Day after the date of receipt by the Company of the information specified therein (or, if a Suspension Period is then in effect or initiated within five Business Days following the date of receipt of such information, the tenth Business Day following the end of such Suspension Period), and (iii) for purposes of Section 2(a)(iv) hereof, the tenth Business Day after the cessation of effectiveness of any Shelf Registration Statement (or, if a Suspension Period is then in effect or initiated within five Business Days following the date of receipt of such information, the tenth Business Day following the end of such Suspension Period).

“Holder” means each Initial Purchaser, for so long as such Initial Purchaser owns, or, upon exchange of the Notes, may own, any Registrable Securities, and each of such Initial Purchaser’s respective successors, assigns and direct and indirect transferees who become, or, upon exchange of their Notes, may become, registered owners of Registrable Securities.

“Indenture” means the Indenture dated as of January 29, 2007, as supplemented by the First Supplemental Indenture dated as of January 29, 2007 and the Second Supplemental Indenture dated as of March 9, 2007, by and among the Company, the MLP, the subsidiary guarantors parties thereto and the Trustee, pursuant to which the Notes are being issued, and in accordance with which Common Shares may be issued, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

“Initial Purchasers” has the meaning set forth in the preamble to this Agreement.

“Inspectors” has the meaning set forth in Section 3(l) hereof.

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“Issue Date” means January 29, 2007.

“Majority Holders” means the Holders collectively representing a majority of the sum of the number of (i) outstanding Common Shares that have been issued upon exchange of the Notes and (ii) Common Shares issuable upon exchange of the Notes (calculated on the basis of the then prevailing exchange ratio multiplied by the principal amount of the outstanding Notes).

“MLP” has the meaning set forth in the preamble to this Agreement and also includes the MLP’s successors and permitted assigns.

“Notes” has the meaning set forth in the preamble to this Agreement.

“Person” means an individual, partnership, corporation, trust or unincorporated organization, limited liability corporation, or a government or agency or political subdivision thereof.

“Prospectus” means the prospectus included in a Shelf Registration Statement, including any preliminary prospectus, any issuer “free writing prospectus,” as such term is defined in Rule 433 under the Securities Act, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and, in each case, including all documents incorporated by reference therein.

“Purchase Agreement” has the meaning set forth in the preamble to this Agreement.

“Questionnaire” has the meaning set forth in Section 2(a)(ii) hereof.

“Records” has the meaning set forth in Section 3(l) hereof.

“Registrable Securities” means the Common Shares issued or issuable upon exchange of the Notes; provided, however, that such Common Shares shall cease to be Registrable Securities upon the earlier of (i) a Shelf Registration Statement with respect to such Common Shares for the resale thereof having been declared effective under the Securities Act and such Common Shares having been disposed of pursuant to such Shelf Registration Statement, (ii) such Common Shares having become eligible to be sold without restriction as contemplated by Rule 144(k) under the Securities Act by a Person who is not an Affiliate of the Company, or (iii) such Common Shares and the Notes having ceased to be outstanding.

“Registration Expenses” means any and all expenses incident to performance of or compliance by the Company and the MLP with this Agreement, including without limitation: (i) all SEC or National Association of Securities Dealers, Inc. (the “NASD”) registration and filing fees, not including the fees and expenses of any “qualified independent underwriter” (and its counsel), (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (not including fees and disbursements of counsel for underwriters or

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Holders in connection with blue sky qualification of any of the Registrable Securities) and compliance with the rules of the NASD, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Shelf Registration Statement, any Prospectus and any amendments or supplements thereto, and in preparing or assisting in preparing, printing and distributing any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements of counsel for the Company and the MLP and of the independent certified public accountants of the Company and the MLP, including the expenses of any “comfort letters” required by or incident to the performance of and compliance with this Agreement, and (vi) the reasonable fees and expenses of any special experts retained by the Company and the MLP in connection with the Shelf Registration Statement.

“SEC” means the Securities and Exchange Commission.

“Securities” means the Notes and the Common Shares.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Shelf Registration” means a registration effected pursuant to Section 2(a) hereof.

“Shelf Registration Statement” means a “shelf” registration statement of the Company pursuant to the provisions of Section 2(a) hereof which covers all of the Registrable Securities on Form S-3 or, if not then available to the Company, on another appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

“Suspension Period” has the meaning set forth in Section 2(a)(iv).

“Trustee” means the trustee with respect to the Securities under the Indenture.

“Well-Known Seasoned Issuer” has the meaning set forth in Rule 405 under the Securities Act.

2. Registration Under the Securities Act.

(a) Shelf Registration.

(i)The Company shall file or cause to be filed (or otherwise designate an existing Automatic Shelf Registration Statement previously filed with the SEC as) a Shelf Registration Statement providing for the resale by the Holders of all of the Registrable Securities, as promptly as reasonably practicable but in any event on or prior to the Filing Deadline. If the Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as promptly as reasonably practicable after filing thereof, but in any event on or prior to the Effectiveness Deadline. If the Shelf Registration Statement is an Automatic Shelf Registration Statement, the Company shall use its reasonable best efforts to

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prepare and file a supplement to the Prospectus to cover resales of the Registrable Securities by the Holders as promptly as reasonably practicable after filing thereof, but in any event on or prior to the Effectiveness Deadline.

(ii)Notwithstanding any other provision hereof, no Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and the Holder furnishes to the Company a fully completed notice and questionnaire in the form attached as Annex A to the Offering Memorandum (the “Questionnaire”) and such other information in writing as the Company may reasonably request in writing for use in connection with the Shelf Registration Statement or Prospectus included therein and in any application to be filed with or under state securities laws. The Company shall issue a press release through a reputable national newswire service (and post it on its website or disseminate it through other appropriate public medium) regarding its filing (or intention to designate an Automatic Shelf Registration Statement as) of the Shelf Registration Statement and of the anticipated Effective Date thereof. In order to be named as a selling security holder in the Prospectus at the time it is first made available for use, each Holder must furnish the completed Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing no later than the tenth Business Day prior to the anticipated Effective Date as announced in the press release. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company from time to time all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading.

(iii)From and after the Effective Date, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its reasonable best efforts to file as promptly as reasonably practicable but in any event on or prior to the Filing Deadline either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current SEC interpretations thereof), a supplement to the Prospectus naming such Holder as a selling security holder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Common Shares, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current SEC interpretations thereof) to name such Holder as a selling security holder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling security holder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or (ii), to the Company’s right to suspend use of the Shelf Registration Statement as described in Section 2(a)(iv) hereof). If a post-effective amendment or additional Shelf Registration Statement is required to be filed, the Company shall use its reasonable best efforts to have such post-effective amendment or additional Shelf Registration Statement declared effective by the SEC as promptly as practicable after filing thereof, but in any event on or prior to the Effectiveness Deadline. The Company shall not be required to file more than three supplements to the Prospectus, two post-effective amendments or one additional Shelf Registration Statements in any fiscal quarter for all such Holders.

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(iv)The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales until there are no Registrable Securities outstanding (the “Effectiveness Period”); provided, however, that for 30 days or less (whether or not consecutive) in any three-month period, and for 90 days or less (whether or not consecutive) in any 12-month period, the Company shall be permitted, by giving written notice to the Holders of Registrable Securities, to suspend sales thereof if the Shelf Registration Statement is no longer effective or usable for resales due to circumstances relating to pending developments, public filings with the SEC and similar events, or because the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make statements therein not misleading (any period of suspension hereunder, a “Suspension Period”). If any Shelf Registration Statement ceases to be effective or usable for resales by Holders for any reason (other than by reason of any such Holder’s failure to provide a Questionnaire, in which case the provisions of Section 2(a)(ii) or 2(a)(iii) hereof shall apply) at any time during the Effectiveness Period, the Company shall, subject to the proviso contained in the immediately preceding sentence, use its reasonable best efforts to promptly cause such Shelf Registration Statement to become effective under the Securities Act, and in any event shall, within ten Business Days of such cessation of effectiveness or usability, (i) file with the SEC one or more supplements to the Prospectus, post-effective amendments or reports under the Exchange Act in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement, or (ii) file with the SEC an additional Shelf Registration Statement. If a post-effective amendment or an additional Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to (A) cause such post-effective amendment or Shelf Registration Statement to become effective under the Securities Act as promptly as reasonably practicable after such filing, but in no event later than the applicable Effectiveness Deadline, and (B) keep such post-effective amendment or Shelf Registration Statement continuously effective until the end of the Effectiveness Period.

(v)If the Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Company shall not permit any securities other than (i) the Company’s issued and outstanding securities currently possessing incidental or so-called “piggy-back” registration rights and (ii) the Registrable Securities to be included in the Shelf Registration. The Company will provide to each Holder named therein a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder of the Effective Date and take such other actions as are required to permit unrestricted resales of the Registrable Securities by such Holder. The Company further agrees to supplement or amend the Shelf Registration Statement or supplement the Prospectus if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC.

(b)Listing. The Company shall use its reasonable best efforts to maintain the approval of the Common Shares for listing on the New York Stock Exchange during the Effectiveness Period.

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(c)Expenses. The Company and the MLP shall pay all Registration Expenses in connection with any Shelf Registration Statement filed pursuant to Section 2(a) hereof. Each Holder shall pay all expenses of its counsel, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d)Effective Shelf Registration Statement. If, after the Effective Date the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Registrable Securities pursuant to such Shelf Registration Statement may legally resume.

(e)Additional Interest. Prior to the second anniversary of the Issue Date, in the event that:

(i)a Shelf Registration Statement is not filed with the SEC or designated as such by the Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following such Filing Deadline, and thereafter at a rate per year of 0.50% of the principal amount of the Notes;

(ii)(x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall not have filed a supplement to the Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (x) or (y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following such Effectiveness Deadline, and thereafter at a rate per year of 0.50% of the principal amount of the Notes;

(iii)following the Effective Date, (A) the Company fails to make any filing required pursuant to Section 2(a)(iii) hereof prior to the Filing Deadline applicable thereto, or (B) in the event such filing is a post-effective amendment or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per year of 0.50% of the principal amount of the Notes;

(iv)following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the

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Prospectus to make changes to the information regarding selling security holders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period) by a post-effective amendment, a supplement to the Prospectus or a report filed pursuant to the Exchange Act, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following such tenth Business Day, and thereafter at a rate per year of 0.50% of the principal amount of the Notes;

(v)any Suspension Period or Periods exceed 30 days in any three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such three-month period or the 91st day in such 12-month period, as the case may be, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per year for the first 90-day period from the day following the 31st or 91st day, as the case may be, and thereafter at a rate per year of 0.50% of the principal amount of the Notes; or

(vi)the Company fails to name as a selling security holder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement or any amendment to the Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest will accrue on the principal amount of Notes held by such Holder at a rate equal to 0.25% per year for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and thereafter at a rate per year of 0.50% of the principal amount of the Notes held by such Holder;

provided, however, that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Notes; and provided, further, that Additional Interest on the principal amount of the Notes as a result thereof shall cease to accrue on the earlier of the second anniversary of the Issue Date and:

(1)upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above);

(2)upon the Effective Date (in the case of clause (ii) above);

(3)upon the filing of a supplement to the Prospectus, a post-effective amendment or an additional Shelf Registration Statement (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above);

(4)upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (iv) above);

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(5)upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above); or

(6)upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of clause (vi) above).

Any amounts of Additional Interest due pursuant to Section 2(e) will be payable by the MLP semi-annually in arrears in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest.

Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Shares issued upon exchange of the Notes. If any Note ceases to be outstanding during any period for which Additional Interest are accruing, the MLP will prorate the Additional Interest payable with respect to such Note. Additional Interest shall represent the sole entitlement of the Holders to money damages relating to the failure of the Company to file or otherwise designate a Shelf Registration Statement with the SEC on or prior to the Filing Deadline.

(f)Specific Enforcement. Without limiting the remedies available to the Holders, the Company acknowledges that any failure by it to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a) hereof.

(g)Uniform Treatment of All Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company agrees that the Registrable Securities shall be registered under the same registration statement as the securities that are the subject of the Registration Rights Agreement dated January 29, 2007 (the “Initial Registration Rights Agreement”) among the Company, the MLP and the initial purchasers parties thereto. The Company further agrees that it shall take actions, or refrain from taking actions, as the case may be, with respect to the Notes and the Registrable Securities to ensure that all Notes and Registrable Securities referred to in this Agreement and the Initial Registration Rights Agreement are treated equally with respect to the obligations arising under this Agreement and the Initial Registration Rights Agreement.

3. Registration Procedures. In connection with the obligations of the Company with

respect to the Shelf Registration Statement pursuant to Section 2(a) hereof and subject to Sections 5 and 6 hereof, the Company shall use its reasonable best efforts to:

(a)prepare and file with the SEC or designate a Shelf Registration Statement as prescribed by Section 2(a)(i) hereof within the relevant time period specified in Section 2(a)(i) hereof on the appropriate form under the Securities Act, which form shall (i) be selected by the Company, (ii) be available for the sale of the Registrable Securities by the selling

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Holders thereof, and (iii) comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to become effective and remain effective and the Prospectus usable for resales in accordance with Section 2 hereof; provided, however, that, before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto, upon request, the Company shall furnish to and afford the Holders of the Registrable Securities covered by such Shelf Registration Statement, their one designated counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed; and the Company shall not file any Shelf Registration Statement or Prospectus or any amendments or supplements thereto in respect of which the Holders must be afforded an opportunity to review prior to the filing of such document if the Majority Holders, their counsel or the managing underwriters, if any, shall reasonably object in a timely manner;

(b)prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement effective for the Effectiveness Period, and cause each Prospectus to be supplemented, if so determined by the Company or requested by the SEC, by any required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act, and comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable to it with respect to the disposition of all securities covered by a Shelf Registration Statement during the Effectiveness Period in accordance with the intended method or methods of distribution by the selling Holders thereof described in this Agreement;

(c)(i) furnish to each Holder of Registrable Securities included in the Shelf Registration Statement and to each underwriter of an underwritten offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary prospectus, and any amendment or supplement thereto, and such other documents as such Holder or underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities and (ii) consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities included in the Shelf Registration Statement in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;

(d)register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions by the time the applicable Shelf Registration Statement has become effective under the Securities Act as any Holder of Registrable Securities covered by a Shelf Registration Statement and each underwriter of an underwritten offering of Registrable Securities shall reasonably request in writing in advance of such date of effectiveness, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder or such underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process in any jurisdiction where it would

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not otherwise be subject to such service of process or (iii) subject itself to taxation in any such jurisdiction if it is not then so subject;

(e)as promptly as reasonably practicable notify each Holder of Registrable Securities, their counsel and the managing underwriters, if any, and promptly confirm such notice in writing (i) when a Shelf Registration Statement has become effective and when any post-effective amendments thereto become effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Shelf Registration Statement or Prospectus or for additional information after the Shelf Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Shelf Registration Statement or the qualification of the Registrable Securities in any jurisdiction described in Section 3(d) hereof or the initiation of any proceedings for that purpose, (iv) if, between the Effective Date and the closing of any sale of Registrable Securities covered thereby, any of the representations and warranties of the Company contained in any purchase agreement, securities sales agreement or other similar agreement with respect to the Registrable Securities cease to be true and correct in all material respects, (v) of the happening of any event or the failure of any event to occur or the discovery of any facts, during the Effectiveness Period, (x) which makes any statement made in a Shelf Registration Statement untrue in any material respect or which causes such Shelf Registration Statement to omit to state a material fact which is required to be stated therein or which is necessary in order to make the statements therein not misleading, or (y) which makes any statement made in a related Prospectus untrue in any material respect or which causes such Prospectus to omit to state a material fact which is required to be stated therein or which is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the reasonable determination of the Company that a post-effective amendment to the Shelf Registration Statement would be appropriate;

(f)obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement as promptly as reasonably practicable;

(g)upon request, furnish to each Holder of Registrable Securities included within the coverage of a Shelf Registration Statement, without charge, at least one conformed copy of the Shelf Registration Statement relating to such Shelf Registration and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(h)cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and registered in such names as the selling Holders or the underwriters may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities pursuant to the Shelf Registration Statement;

(i)as promptly as reasonably practicable after the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) (subject to the respective grace periods set forth in Section 2(a)(iv)) or 3(e)(vi) hereof, prepare a supplement or post-effective amendment to the Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers

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of the Registrable Securities, such Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company a shall notify each Holder to suspend use of the Prospectus as promptly as reasonably practicable after the occurrence of such an event, and each Holder hereby agrees to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission;

(j)subject to Section 5 hereof, enter into such agreements (including underwriting agreements) as are customary in underwritten offerings and take all such other appropriate actions in connection therewith as are reasonably requested by the Majority Holders of the Registrable Securities in order to expedite or facilitate the registration or the disposition of the Registrable Securities;

(k)whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, if requested by (x) any Initial Purchaser, in the case where such Initial Purchaser holds Notes acquired by it as part of its initial placement and (y) Majority Holders of the Registrable Securities covered thereby: (i) make such representations and warranties to Holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries as then conducted and with respect to the Shelf Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and updates thereof (which may be in the form of a reliance letter) in form and substance reasonably satisfactory to the managing underwriters (if any) and the Majority Holders of the Registrable Securities being sold, addressed to each selling Holder and the underwriters (if any) covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters (it being agreed that the matters to be covered by such opinion may be subject to customary qualifications and exceptions); (iii) obtain “comfort letters” and updates thereof in form and substance reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “comfort letters” in connection with underwritten offerings and such other matters as reasonably requested by such underwriters; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set forth in Section 4 hereof (or such other provisions and procedures acceptable to Majority Holders of Registrable Securities covered by such Shelf Registration Statement and the managing underwriters) customary for such agreements with respect to all parties to be indemnified pursuant to said Section (including, without limitation, such underwriters and selling Holders); and in the case of an underwritten registration, the above requirements shall be satisfied at each closing under the related underwriting agreement or as and to the extent required thereunder;

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(l)make reasonably available for inspection by any selling Holder of Registrable Securities who certifies to the Company that it has a current intention to sell Registrable Securities pursuant to the Shelf Registration, any underwriter participating in any such disposition of Registrable Securities, and any attorney, accountant or other agent retained by any such selling Holder or underwriter (collectively, the “Inspectors”), at the offices where normally kept, during the Company’s normal business hours, all financial and other records, pertinent organizational and operational documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, trustees and employees of the Company and its subsidiaries to supply all relevant information in each case reasonably requested by any such Inspector in connection with such Shelf Registration Statement; provided that (x) Records and information which the Company, in good faith, determines to be confidential and any Records and information which the Company notifies the Inspectors are confidential shall not be disclosed to any Inspector except where (i) the disclosure of such Records or information is necessary to avoid or correct a material misstatement or omission in such Shelf Registration Statement, (ii) the release of such Records or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is necessary in connection with any action, suit or proceeding or (iii) such Records or information previously have been made generally available to the public; (y) each selling Holder of such Registrable Securities will be required to agree in writing that Records and information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such Records or information are made generally available to the public through no fault of an Inspector or a selling Holder; and (z) each selling Holder of such Registrable Securities will be required to further agree in writing that it will, upon learning that disclosure of such Records or information is sought in a court of competent jurisdiction, or in connection with any action, suit or proceeding, give notice, to the extent permitted by applicable law, to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the Records and information deemed confidential;

(m)comply with all applicable rules and regulations of the SEC so long as any provision of this Agreement shall be applicable and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any twelve-month period (or 90 days after the end of any twelve-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the Effective Date, which statements shall cover said twelve-month periods, provided that the obligations under this Section 3(m) shall be satisfied by the timely filing of quarterly and annual reports on Forms 10-Q and 10-K under the Exchange Act;

(n)reasonably cooperate with each seller of Registrable Securities covered by a Shelf Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD;

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(o)take all other steps necessary to effect the registration of the Registrable Securities covered by a Shelf Registration Statement contemplated hereby; and

(p)the Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the SEC to be included in a Shelf Registration Statement; the Company may exclude from such registration the Registrable Securities of any seller who fails to furnish such information within a reasonable time after receiving such request; and the Company shall have no obligation to register under the Securities Act the Registrable Securities of a seller who so fails to furnish such information.

Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Shelf Registration Statement, the Company shall use its reasonable best efforts to file and have declared effective (if an amendment) as promptly as reasonably practicable after the resolution of the related matters an amendment or supplement to the Shelf Registration Statement and related Prospectus.

4. Indemnification and Contribution. (a) The Company and the MLP each hereby

agrees, jointly and severally, to indemnify and hold harmless the Initial Purchasers, each Holder, each underwriter who participates in an offering of the Registrable Securities, each Person, if any, who controls any of such parties within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act and each of their respective directors, officers, employees and agents, as follows:

(i)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (x) any untrue statement or alleged untrue statement of a material fact contained in a Shelf Registration Statement (or any amendment thereto) or the omission or alleged omission from the Shelf Registration Statement (or any amendment thereto) of a material fact which is required to be stated therein or which is necessary in order to make the statements therein not misleading, or (y) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission from the Prospectus (or any amendment or supplement thereto) of a material fact which is required to be stated therein or which is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any

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litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 4(d) hereof) such settlement is effected with the prior written consent of the Company and the MLP; and

(iii)against any and all expenses whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Initial Purchasers or such Holder), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) of this Section 4(a); provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished in writing to the Company or the MLP by any Initial Purchaser through the Representative or such Holder or underwriter for use in the Shelf Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).

(b)Each Holder and each underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its trustees and officers (including each officer of the Company who signed the Shelf Registration Statement), the MLP and its partners, the Initial Purchasers, and each Person, if any, who controls the Company or the MLP or any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense whatsoever described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the MLP by such Holder expressly for use in such Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that no Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities.

(c)Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have under this Section 4 to the extent that it is not materially prejudiced by such failure as a result thereof, and in any event shall not relieve it from liability which it may have otherwise on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 4(a) or (b) above, counsel to the indemnified parties shall be a law firm of national standing selected by such parties. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party, which shall not be unreasonably withheld) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to local counsel), separate from their own counsel, for all indemnified

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parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional written release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)If at any time an indemnified party shall have validly requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e)In order to provide for just and equitable contribution in circumstances in which the indemnity agreement set forth in this Section 4 is for any reason held to be unenforceable by an indemnified party although applicable in accordance with its terms, the Company and the MLP, on the one hand, and the Holders, on the other hand, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company, the MLP and the Holders, as incurred; provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation. As between the Company and the MLP, on the one hand, and the Holders, on the other hand, such parties shall contribute to such aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement in such proportion as shall be appropriate to reflect the relative fault of the Company and the MLP, on the one hand, and the Holders, on the other hand, with respect to the statements or omissions which resulted in such loss, liability, claim, damage or expense, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault of the Company and the MLP, on the one hand, and of the Holders, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the MLP, on the one hand, or by or on behalf of the Holders, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the MLP and the Holders of the Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 4 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the relevant equitable considerations. For purposes of this Section 4, each Affiliate of a Holder, and each director, officer and employee and Person, if any, who controls a

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Holder or such Affiliate within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Holder, and each trustee and officer of the Company, each partner of the MLP and each Person, if any, who controls the Company or the MLP within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company and the MLP.

5. Underwritten Registration; Participation Therein. Notwithstanding any provision

of this Agreement to the contrary, and subject to Section 2(a)(iii) hereof, in no event will the method of distribution of the Registrable Securities take the form of an underwritten offering without the prior written consent of the Company. No Holder may participate in an underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangement approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.

6. Selection of Underwriters. The Holders of Registrable Securities covered by the

Shelf Registration Statement who desire to do so may sell the Common Shares covered by such Shelf Registration in an underwritten offering, subject to the provisions of Sections 3(l) and 5 hereof. In any such underwritten offering, the underwriter or underwriters and manager or managers that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering; provided, however, that such underwriters and managers must be reasonably satisfactory to the Company.

7. Miscellaneous.

(a)Rule 144 and Rule 144A. For so long as it is subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain outstanding, the Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if the Company ceases to be so required to file such reports, it will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales of its securities pursuant to Rule 144A under the Securities Act, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

(b)No Inconsistent Agreements. Each of the Company and the MLP has not entered into, and will not enter into, any agreement which is inconsistent with the rights

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granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or the MLP’s other issued and outstanding securities under any such agreements.

(c)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company and the MLP have obtained the written consent of Majority Holders of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure; provided that no amendment, modification or supplement or waiver or consent to the departure with respect to the provisions of Section 4 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder of Registrable Securities. Notwithstanding the foregoing sentence, (i) this Agreement may be amended, without the consent of any Holder of Registrable Securities, by written agreement signed by the Company, the MLP and the Initial Purchasers, to cure any ambiguity, correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with other provisions of this Agreement, (ii) this Agreement may be amended, modified or supplemented, and waivers and consents to departures from the provisions hereof may be given, by written agreement signed by the Company, the MLP and the Initial Purchasers to the extent that any such amendment, modification, supplement, waiver or consent is, in their reasonable judgment, necessary or appropriate to comply with applicable law (including any interpretation of the Staff of the SEC) or any change therein and (iii) to the extent any provision of this Agreement relates to the Initial Purchasers, such provision may be amended, modified or supplemented, and waivers or consents to departures from such provisions may be given, by written agreement signed by the Initial Purchasers, the Company and the MLP.

(d)Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company or by means of a notice given in accordance with the provisions of this Section 7(d), which address initially is, with respect to the Initial Purchasers, the respective addresses set forth in the Purchase Agreement; and (ii) if to the Company or the MLP, initially at the Company’s and the MLP’s respective addresses set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 7(d).

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

(e)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of the Initial Purchasers,

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including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture relating to the Notes or declaration of trust of the Company. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

(f)Mergers and other Change of Control Transactions. Nothing in this Agreement shall restrict the ability of the Company or the MLP to consummate a merger, reorganization or any transaction that is covered in the definition of the term “Change in Control” (as defined in the First Supplemental Indenture), and upon a Change in Control, all obligations of the Company and the MLP in this Agreement shall terminate except that the Company, the MLP and the successors, if any, shall remain obligated on those agreements of the Company and the MLP in Section 4 hereof.

(g)Third Party Beneficiaries. Each Holder shall be a third party beneficiary of the agreements made hereunder among the Company, the MLP and the Initial Purchasers, and the Initial Purchasers shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(h)Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(i)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(j)GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW YORK OR THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA, IN EACH CASE SITTING IN THE CITY OF NEW YORK, IN ANY SUCH SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION

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OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(k)Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(l)Securities Held by the Company, the MLP or their respective Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, the MLP or any of their respective Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

LEXINGTON REALTY TRUST

By:        /s/ T. Wilson Eglin                               

Name: T. Wilson Eglin

Title: Chief Executive Officer

LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership

By:Lex GP-1 Trust, its general partner, a Delaware statutory trust

By:        /s/ T. Wilson Eglin                               

Name: T. Wilson Eglin

Title: Chief Executive Officer

CONFIRMED AND ACCEPTED, as of the date first above written:

BEAR, STEARNS & CO. INC.

By:             /s/ Paul Rosica                                        

Authorized Signatory

LEHMAN BROTHERS INC.

By:             /s/ Arlene Salmanson                              

Authorized Signatory

[Registration Rights Agreement]

EX-4

Exhibit 4.5

Execution Copy

COMMON SHARE DELIVERY AGREEMENT

This Common Share Delivery Agreement (the “Agreement”) is being made as of the 9th day of March, 2007 by and between The Lexington Master Limited Partnership, a Delaware limited partnership (the “MLP”), and Lexington Realty Trust, a Maryland real estate investment trust (the “Company”).

Recitals

WHEREAS, the Company is the parent of the sole general partner of the MLP; and

WHEREAS, the MLP, the Company and certain subsidiaries of the Company have entered into a Purchase Agreement, dated March 6, 2007, with Bear, Stearns & Co. Inc. and Lehman Brothers Inc. as the initial purchasers named in Schedule I thereto (the “Initial Purchasers”), providing for the sale to the Initial Purchasers by the MLP of $150,000,000 aggregate principal amount of its 5.45% Exchangeable Guaranteed Notes due 2027 (the “Notes”) under the Indenture, dated as of January 29, 2007 (as supplemented by the First Supplemental Indenture thereto dated as of January 29, 2007 and the Second Supplemental Indenture thereto dated as of March 9, 2007, the “Indenture”), among the MLP, as Issuer, the Company and the subsidiary guarantors parties thereto, as Guarantors, and U.S. Bank National Association, as Trustee, which Notes shall be exchangeable for cash or a combination of cash and common shares of beneficial interest, par value $0.0001 per share, of the Company (the “Common Shares”) under certain circumstances; and

WHEREAS, the Company and certain subsidiaries of the Company will fully and unconditionally guarantee the payment of the principal of the Notes and interest on the Notes.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants contained herein, the parties agree as follows:

Agreement

1.If the MLP determines, in its sole discretion, to deliver Common Shares in respect of all or any portion of the Net Amount (as such term is defined in the Notes) upon an exchange of the Notes by a holder in accordance with the terms of the Notes and the Indenture, the Company agrees to issue to the MLP for delivery to such holder the number of Common Shares determined by the MLP to be delivered to such holder in respect of the Notes exchanged, and the MLP hereby directs the Company to deliver such Common Shares to such holder on behalf of the MLP in accordance with the terms of the Notes and the Indenture.

2.The MLP agrees to issue to the Company on a concurrent basis a number of “Common Units” (as defined in the Second Amended and Restated Agreement of Limited Partnership of the MLP, as amended from time to time) equal in number to the number of Common Shares issued by the Company pursuant to this Agreement.

3. Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(b)No provision of this Agreement may be amended, modified or waived, except in writing signed by both parties.

(c)In the event that any claim of inconsistency between this Agreement and the terms of the Indenture arise, as they may from time to time be amended, the terms of the Indenture shall control.

(d)If any provision of this Agreement shall be held illegal, invalid or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement between the parties hereto to the full extent permitted by applicable law.

(e)This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

(f)This Agreement may not be assigned by either party without the prior written consent of both parties.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written.

THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership

By:Lex GP-1 Trust, its general partner, a Delaware statutory trust

By:  /s/ T. Wilson Eglin                                                                

Name: T. Wilson Eglin

Title: Chief Executive Officer

LEXINGTON REALTY TRUST

  /s/ T. Wilson Eglin                                                                    

Name: T. Wilson Eglin

Title: Chief Executive Officer

EX-99

Exhibit 99.1

LEXINGTON REALTY TRUST TRADED: NYSE: LXP

ONE PENN PLAZA, SUITE 4015

NEW YORK NY 10119-4015

Contact:

Investor or Media Inquiries, Carol Merriman, VP Investor Relations & Corporate Development

Lexington Realty Trust

Phone: (212) 692-7264 E-mail: cmerriman@lxp.com

FOR IMMEDIATE RELEASE

Monday, March 5, 2007

LEXINGTON REALTY TRUST ANNOUNCES

OFFERING OF $100 MILLION OF 5.45% EXCHANGEABLE NOTES

Announces Increase in Quarterly Common Share Dividend to $0.375 per Share;

Increases Repurchase Authorization to 10.0 Million Shares

New York, NY – March 5, 2007 – Lexington Realty Trust (“Lexington”) (NYSE:LXP), a real estate investment trust (REIT) focused on single-tenant real estate investments, today announced that its subsidiary, The Lexington Master Limited Partnership, has commenced a private follow-on offering, subject to market conditions, of $100.0 million aggregate principal amount of The Lexington Master Limited Partnership’s previously established series of 5.45% exchangeable guaranteed notes due January 15, 2027. Interest on the notes is payable semi-annually beginning July 15, 2007.

The notes will have the same interest rate and other terms as the previously issued $300.0 million principal amount of The Lexington Master Limited Partnership’s 5.45% exchangeable guaranteed notes due 2027. The notes will be unsecured obligations of The Lexington Master Limited Partnership and will be fully and unconditionally guaranteed by Lexington and certain of its subsidiaries.

The notes will be exchangeable into cash and Lexington common shares at any time on or after January 15, 2026 and prior to the close of business on the second business day prior to the stated maturity date and also earlier upon the satisfaction of certain conditions. The notes will be exchangeable into cash up to their principal amount and, at The Lexington Master Limited Partnership’s option, cash, Lexington common shares or a combination of cash and Lexington common shares with respect to the remainder, if any, of the exchange value in excess of such principal amount. The initial exchange rate for each $1,000 principal amount of notes will be 39.6071 of Lexington common shares (equivalent to an initial exchange price of approximately $25.25 per Lexington common share).

The Lexington Master Limited Partnership expects to use the net proceeds from the sale of the notes to repay indebtedness under its secured credit facility. As of March 5, 2007, $196.9 million was outstanding under the secured credit facility, which bears interest at a rate of LIBOR plus 175 basis points and matures in August 2008, subject to two one-year extensions.

The notes will be sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. The notes, the Lexington common shares issuable upon exchange of the notes, if any, and the guaranties have not been registered under the Securities Act of 1933, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Lexington Realty Trust Page 2 of 3

Other Developments

Dividend Increase and Declaration

Lexington declared a regular quarterly common share dividend, increasing it by 2.7%, to $0.375 per share, payable on April 16, 2007 to shareholders of record on April 2, 2007. The quarterly common dividend of $0.375 per share is equivalent to $1.50 per share on an annualized basis. This is Lexington’s 14th consecutive annual increase since its initial public offering in 1993.

Lexington declared dividends of $0.503125 per Series B Cumulative Redeemable Preferred Share, $0.8125 per Series C Cumulative Convertible Preferred Share, and $0.246424 per Series D Cumulative Convertible Preferred Share. The Series B and Series C Preferred Share dividends are payable on May 15, 2007, to shareholders of record of the Series B and Series C Preferred Shares as of April 30, 2007. The Series D Preferred Share dividend is payable April 16, 2007, to shareholders of record of the Series D Preferred Shares as of April 2, 2007.

Share Repurchases

Lexington’s Board of Trustees has increased its previous 2.0 million common share/operating partnership repurchase authorization (of which 1.2 million common shares/operating partnership units have already been repurchased) to a 10.0 million common share/operating partnership unit repurchase authorization.

In connection with the $100.0 million notes offering by The Lexington Master Limited Partnership, Lexington intends to repurchase up to 1.75 million common shares from purchasers of the notes using its own cash balances.

Contemplated Future Offerings

As previously disclosed, Lexington intends to continue to have access to and use the public and private equity and debt markets as a source of capital for growth. In this regard, Lexington expects to raise up to an additional $200.0 million through the issuance of trust preferred securities before the end of the first quarter of 2007, although there can be no assurance that it will be able to consummate such issuance.

ABOUT LEXINGTON REALTY TRUST

Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington currently pays an annualized common share dividend of $1.50 per share. Lexington shares are traded on the New York Stock Exchange under the symbol “LXP”. Additional information about Lexington is available on-line at www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.

This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under Lexington's control which may cause actual results, performance or achievements of Lexington to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, (i) the failure to integrate our operations and properties with those of Newkirk Realty Trust, (ii) the failure to continue to qualify as a real estate investment trust, (iii) changes in general business and economic conditions, (iv) competition, (v) increases in real estate construction costs, (vi) changes in interest rates, (vii) changes in accessibility of debt and equity capital markets, and (viii) those other factors and risks detailed in Lexington's periodic filings

Lexington Realty Trust Page 3 of 3

with the Securities and Exchange Commission. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "estimates," "projects" or similar expressions. Lexington undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Lexington's expectations will be realized.

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EX-99

Exhibit 99.2

LEXINGTON REALTY TRUST TRADED: NYSE: LXP

ONE PENN PLAZA, SUITE 4015

NEW YORK NY 10119-4015

Contact:

Investor or Media Inquiries, Carol Merriman, VP Investor Relations & Corporate Development

Lexington Realty Trust

Phone: (212) 692-7264 E-mail: cmerriman@lxp.com

FOR IMMEDIATE RELEASE

Tuesday, March 6, 2007

LEXINGTON REALTY TRUST INCREASES PRIVATE FOLLOW-ON OFFERING TO $150.0 MILLION OF 5.45% EXCHANGEABLE NOTES

New York, NY – March 6, 2007 – Lexington Realty Trust (“Lexington”) (NYSE:LXP), a real estate investment trust (REIT) focused on single-tenant real estate investments, today announced that its subsidiary, The Lexington Master Limited Partnership, has increased the size of its previously announced private follow-on offering by $50.0 million to $150.0 million aggregate principal amount of The Lexington Master Limited Partnership’s previously established series of 5.45% exchangeable guaranteed notes due January 15, 2027. Interest on the notes is payable semi-annually beginning July 15, 2007.

The notes will have the same interest rate and other terms as the previously issued $300.0 million principal amount of The Lexington Master Limited Partnership’s 5.45% exchangeable guaranteed notes due 2027. The notes will be unsecured obligations of The Lexington Master Limited Partnership and will be fully and unconditionally guaranteed by Lexington and certain of its subsidiaries.

The notes will be exchangeable into cash and Lexington common shares at any time on or after January 15, 2026 and prior to the close of business on the second business day prior to the stated maturity date and also earlier upon the satisfaction of certain conditions. The notes will be exchangeable into cash up to their principal amount and, at The Lexington Master Limited Partnership’s option, cash, Lexington common shares or a combination of cash and Lexington common shares with respect to the remainder, if any, of the exchange value in excess of such principal amount. The initial exchange rate for each $1,000 principal amount of notes will be 39.6071 of Lexington common shares, representing an initial exchange price of approximately $25.25 per Lexington common share and an exchange premium of approximately 26.1% based on the last reported sale price of $20.02 per Lexington common share on March 5, 2007.

The Lexington Master Limited Partnership expects to use the net proceeds from the sale of the notes to repay indebtedness under its secured credit facility. As of March 5, 2007, $196.9 million was outstanding under the secured credit facility, which bears interest at a rate of LIBOR plus 175 basis points and matures in August 2008, subject to two one-year extensions.

In connection with the $150.0 million notes offering by The Lexington Master Limited Partnership, Lexington announced its intention to increase the amount of Lexington common shares it intends to repurchase from purchasers of the notes from up to 1.75 million Lexington common shares to up to 2.1 million Lexington common shares. Repurchases will be made using Lexington’s own cash balances.

The notes will be sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. The notes, the Lexington common shares issuable upon exchange of the notes, if any, and the guaranties have not been registered under the Securities Act of 1933, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an

Lexington Realty Trust Page 2 of 2

exemption from the registration requirements of the Securities Act of 1933 and applicable state laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

ABOUT LEXINGTON REALTY TRUST

Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington currently pays an annualized common share dividend of $1.50 per share. Lexington shares are traded on the New York Stock Exchange under the symbol “LXP”. Additional information about Lexington is available on-line at www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.

This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under Lexington's control which may cause actual results, performance or achievements of Lexington to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, (i) the failure to integrate our operations and properties with those of Newkirk Realty Trust, (ii) the failure to continue to qualify as a real estate investment trust, (iii) changes in general business and economic conditions, (iv) competition, (v) increases in real estate construction costs, (vi) changes in interest rates, (vii) changes in accessibility of debt and equity capital markets, and (viii) those other factors and risks detailed in Lexington's periodic filings with the Securities and Exchange Commission. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "estimates," "projects" or similar expressions. Lexington undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Lexington's expectations will be realized.

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