Exhibit 10.5
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this
“ Agreement ”), effective as of the 31st day of
December, 2006, is made by LEXINGTON REALTY TRUST (f/k/a Lexington
Corporate Properties Trust), a Maryland statutory real estate
investment trust (“ Guarantor ”), to and for the
benefit of LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited
partnership (the “ Partnership ”). Capitalized
terms not otherwise defined herein shall have the meaning ascribed
in the Second Amended and Restated Agreement of Limited Partnership
of the Partnership, as amended and supplemented to date (the
“ Partnership Agreement ”).
WITNESSETH
:
WHEREAS, the Guarantor and Newkirk
Realty Trust, Inc., a Maryland corporation (which is the general
partner of the Partnership), are parties to an Agreement and Plan
of Merger, dated as of July 23, 2006 (the “
Merger Agreement ” );
WHEREAS, following the consummation
of the merger contemplated by the Merger Agreement, a subsidiary of
the Guarantor will become the general partner of the Partnership;
and
WHEREAS, the Partnership is
obligated to deliver the Cash Redemption Amount or Share Redemption
Amount, as applicable, to the Redeeming Partners upon the
redemption of all or a portion of Partnership Units held by the
Redeeming Partners in accordance with the terms and conditions of
the Partnership Agreement;
NOW, THEREFORE, in consideration of
the premises and the representations, warranties and agreements
hereinafter contained, the receipt and sufficiency of which are
hereby acknowledged, the Guarantor hereto agree as
follows:
1. If
the Partnership and/or the General Pa
