0001204560-06-000005 Sample Contracts

GUARANTY
Guaranty • January 11th, 2006 • Maguire Properties Inc • Real estate investment trusts • Illinois

THIS GUARANTY (“Guaranty”) is executed as of January 5, 2006 by Maguire Macquarie Office, LLC, a Delaware limited liability company (“Guarantor”), for the benefit of LaSalle Bank National Association, a national banking association, its successors and assigns (“Lender”).

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CONTRIBUTION AGREEMENT AMONG MAGUIRE PROPERTIES, L.P. MACQUARIE OFFICE II LLC, and MAGUIRE MACQUARIE OFFICE, LLC Stadium Gateway, Anaheim, California; October 26, 2005
Contribution Agreement • January 11th, 2006 • Maguire Properties Inc • Real estate investment trusts

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 26th day of October, 2005, among MAGUIRE MACQUARIE OFFICE, LLC, a Delaware limited liability company (referred to herein as “Venture”), MACQUARIE OFFICE II LLC, a Delaware limited liability company (referred to herein as “Contributor”) and MAGUIRE PROPERTIES, L.P., a Maryland limited partnership (referred to herein as “Investor”).

LIMITED LIABILITY COMPANY AGREEMENT OF MAGUIRE MACQUARIE OFFICE, LLC
Limited Liability Company Agreement • January 11th, 2006 • Maguire Properties Inc • Real estate investment trusts • Delaware

LIMITED LIABILITY COMPANY AGREEMENT dated as of October 26, 2005 (this “Agreement”), of MAGUIRE MACQUARIE OFFICE, LLC, a Delaware limited liability company (the “Company”), by and between MACQUARIE OFFICE II LLC, a Delaware limited liability company (“MOF”), and MAGUIRE PROPERTIES, L.P., a Maryland limited partnership (“Maguire” and together with MOF, the “Members”).

CONTRIBUTION AGREEMENT BETWEEN MACQUARIE OFFICE II LLC and MAGUIRE MACQUARIE OFFICE LLC Cerritos Corporate Center I and II, Cerritos California October 26, 2005
Contribution Agreement • January 11th, 2006 • Maguire Properties Inc • Real estate investment trusts

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 26th day of October, 2005, between MAGUIRE MACQUARIE OFFICE LLC, a Delaware limited liability company (referred to herein as “Venture”), and MACQUARIE OFFICE II LLC, a Delaware limited liability company (referred to herein as “Contributor”).

INCOME TARGET AGREEMENT
Income Target Agreement • January 11th, 2006 • Maguire Properties Inc • Real estate investment trusts • Delaware

THIS INCOME TARGET AGREEMENT (this “Agreement”), is dated as of January 5, 2006, by and among MAGUIRE MO MANAGER, LLC, a Delaware limited liability company (the “Manager”), MACQUARIE OFFICE II, LLC, a Delaware limited liability company (“MOF”), MAGUIRE PROPERTIES, L.P., a Maryland limited partnership (“Maguire”), and MAGUIRE MACQUARIE OFFICE LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement (as defined below).

CONTRIBUTION AGREEMENT (CERRITOS CORPORATE CENTER-LASALLE BANK LOAN)
Contribution Agreement • January 11th, 2006 • Maguire Properties Inc • Real estate investment trusts • California

THIS CONTRIBUTION AGREEMENT (this "Agreement") ismade as of January 5, 2006 by and between MAGUIRE PROPERTIES, L.P., a Maryland limited partnership ("MPLP") and MAGUIRE MACQUARIE OFFICE LLC, a Delaware limited liability company (the "Joint Venture").

LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING Maguire Macquarie - Cerritos I, LLC, a Delaware limited liability company Grantor, to First American Title Insurance Company, as Trustee (Trustee) for the benefit of LaSalle Bank National...
Maguire Properties Inc • January 11th, 2006 • Real estate investment trusts • Illinois

Beneficiary LaSalle Bank National Association, a national banking association, and its successors and assigns as holders of the Note

RIGHT OF FIRST OPPORTUNITY AGREEMENT
Right of First Opportunity Agreement • January 11th, 2006 • Maguire Properties Inc • Real estate investment trusts • Delaware

THIS RIGHT OF FIRST OPPORTUNITY AGREEMENT (this “Agreement”), is dated as of January 5, 2006, by and between MACQUARIE OFFICE MANAGEMENT LIMITED, as responsible entity of MACQUARIE OFFICE TRUST, An Australian listed property trust (“MOT”), and MAGUIRE PROPERTIES, L.P., a Maryland limited partnership (“Maguire”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement (as defined below).

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