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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
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