EX-10.77



 





Exhibit 10.77




COMMON SHARE DELIVERY AGREEMENT




     This Common Share Delivery Agreement (the “Agreement”) is being made as of the 29th day of
January, 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 January 23, 2007, with Bear, Stearns & Co. Inc. and Lehman Brothers Inc.
and the other several initial purchasers named in Schedule I thereto (collectively, the “Initial
Purchasers”), providing for the sale to the Initial Purchasers by the MLP of $250,000,000 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, 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, and granting the Initial Purchasers an option to purchase up to an additional $50,000,000
in aggregate principal amount of the Notes, 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	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T. Wilson Eglin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	T. Wilson Eglin	 	 
	 

	 	Title:
	 	Chief Executive Officer