SEC Info - Newkirk Realty Trust, Inc. - ‘S-11/A’ on 10/28/05

SEC Info℠

Home

Help

Please Sign In

Newkirk Realty Trust, Inc. – ‘S-11/A’ on 10/28/05 – EX-10.25

On: Friday, 10/28/05, at 5:11pm ET · Accession #: 1047469-5-25547 · File #: 333-127278

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/28/05  Newkirk Realty Trust, Inc.        S-11/A                16:4.0M                                   Merrill Corp/New/FA

Pre-Effective Amendment to Registration Statement for Securities of a Real Estate Company — Form S-11
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-11/A      Pre-Effective Amendment to Registration Statement   HTML   2.50M 
                          for Securities of a Real Estate Company                
 2: EX-1        Underwriting Agreement                              HTML    212K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     40K 
 4: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     33K 
 5: EX-5        Opinion re: Legality                                HTML     26K 
 6: EX-8        Opinion re: Tax Matters                             HTML     18K 
 9: EX-10.11    Material Contract                                   HTML     63K 
10: EX-10.13    Material Contract                                   HTML     59K 
11: EX-10.15    Material Contract                                   HTML    119K 
12: EX-10.25    Material Contract                                   HTML     44K 
 7: EX-10.6     Material Contract                                   HTML     20K 
 8: EX-10.7     Material Contract                                   HTML     82K 
13: EX-21       Subsidiaries of the Registrant                      HTML     85K 
14: EX-23.1     Consent of Experts or Counsel                       HTML      9K 
15: EX-23.2     Consent of Experts or Counsel                       HTML     10K 
16: EX-23.5     Consent of Experts or Counsel                       HTML      8K

EX-10.25 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Exhibit 10.25

NEWKIRK REALTY TRUST, INC.

7 Bulfinch Place

Suite 500

Boston, MA 02114

October 17, 2005

To Each of the Entities Listed on Schedule 1 hereto

Re: Initial Public Offering of Newkirk Realty Trust, Inc.

Gentlemen:

Reference is made to that certain Letter Agreement (the “Letter Agreement”), dated as of August 5, 2005, among Newkirk Realty Trust, Inc. (the “Corporation”), Apollo Real Estate Investment Fund III, L.P., (The Newkirk Master Limited Partnership, NKT Advisors LLC, Vornado Realty Trust, Vornado Realty L.P., VNK Corp., Vornado Newkirk LLC, and Vornado MLP GP LLC, and WEM-Brynmawr Associates LLC with respect to the transactions contemplated by, and related to, the initial public offering by the Corporation of its common stock. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Letter Agreement.

The purpose of this letter agreement is to amend certain provisions of the Letter Agreement. In this regard, the Letter Agreement is hereby amended as follows:

1. All references to the “Registration Statement” shall be deemed references to Amendment No. 3 to the Registration Statement on Form S-11 filed by the Corporation with the Securities and Exchange Commission on October 17, 2005.

2. Section 1 is hereby deleted in their entirety and the following is inserted in lieu thereof:

1. Sale of MLP Units.

a. By Vornado. Vornado shall not sell, nor shall the Corporation purchase, any units of limited partnership interest in the MLP held by Vornado in connection with the IPO.

b. By Apollo. Simultaneous with the closing of the IPO, the Corporation shall purchase directly from Apollo and its affiliates a number of units of limited partnership interest in the MLP equal to 147.5 million divided by the per share IPO price, for which it will pay $138.5 million. In addition, to the extent that the overallotment option is exercised, the Corporation will purchase directly from Apollo an additional number of units of limited partnership interest equal to the number of shares sold pursuant to the exercise of the overallotment option at a purchase price equal to the net proceeds received by the Corporation pursuant to the exercise of the overallotment option, after deducting underwriting commissions..

c. By WEM. Simultaneous with the closing of the IPO, the Corporation shall purchase directly from WEM a number of units of limited partnership interest in the MLP equal to $2.5 million divided by the per share IPO price for which it will pay $2,347,750 million.

Except as modified hereby, the Letter Agreement remains in full force and effect.

Please sign in the space indicated below to acknowledge your agreement to the foregoing.

NEWKIRK REALTY TRUST, INC.


By	/s/
		Michael L. Ashner
		Chief Executive Officer

AGREED AND ACCEPTED:

APOLLO REAL ESTATE INVESTMENT FUND III, L.P.

By:		Apollo Real Estate Advisors III, L.P.,
		its general partner

		By:	Apollo Real Estate Capital Advisors III, Inc.,
			its general partner


			By	/s/
			Name:
			Title:

THE NEWKIRK MASTER LIMITED PARTNERSHIP

By:		MLP GP LLC
		its general partner

		By:	Newkirk MLP Corp.
			Member

			By		/s/
			Name:
			Title:

NKT ADVISORS LLC


By	/s/

Name:
Title:

VORNADO REALTY TRUST


By	/s/
Name:
Title:


VNK CORP.


By	/s/
Name:
Title:

VORNADO NEWKIRK LLC


By	/s/
Name:
Title:

VORNADO MLP GP LLC


By	/s/
Name:
Title:

WEM BRYNMAWR ASSOCIATES LLC

By	/s/
Name:
Title:


/s/
Michael L. Ashner