RECITALSAgreement and Plan of Merger • October 13th, 2006 • Newkirk Realty Trust, Inc. • Real estate investment trusts
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE NEWKIRK MASTER LIMITED PARTNERSHIP a Delaware limited partnership dated as of November 7, 2005Newkirk Realty Trust, Inc. • November 15th, 2005 • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF The Newkirk Master Limited Partnership, made effective as of , 2005, is entered into by and among MLP GP LLC, a Delaware limited partnership (the “Withdrawing General Partner”), Newkirk Realty Trust, Inc., a Maryland corporation (defined herein as the “General Partner”), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities currently reflected on the books and records of the Partnership as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT is made and entered into as of November 7, 2005, between Newkirk Realty Trust, Inc., a Maryland corporation (the “Company”), and Apollo Real Estate Investment Fund III L.P. (together with its successors and permitted assigns, “Shareholder”).
ADVISORY AGREEMENT BETWEEN NEWKIRK REALTY TRUST, INC., THE NEWKIRK MASTER LIMITED PARTNERSHIP AND NKT ADVISORS LLC Dated as of November 7, 2005Advisory Agreement • November 15th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
THIS AGREEMENT, made as of November 7, 2005, among NEWKIRK REALTY TRUST, INC., a Maryland corporation (“Newkirk”), THE NEWKIRK MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership” and together with Newkirk, the “Company”), and NKT ADVISORS LLC (the “Advisor”).
UNIT PURCHASE AGREEMENT by and between WEM-BRYNMAWR ASSOCIATES LLC, and NEWKIRK REALTY TRUST, INC.Unit Purchase Agreement • October 28th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
UNIT PURCHASE AGREEMENT, dated as of , 2005 (this “Agreement”), by and between WEM-BRYNMAWR ASSOCIATES LLC, a Delaware limited liability company (“Seller”), and NEWKIRK REALTY TRUST, INC., a Maryland Corporation (“Purchaser”).
EXCLUSIVITY SERVICES AGREEMENTExclusivity Services Agreement • November 15th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
EXCLUSIVITY SERVICES AGREEMENT, dated as of November 7, 2005 (this “Agreement”), between NEWKIRK REALTY TRUST, INC., a Maryland corporation (the “Company”) and MICHAEL L. ASHNER (“Ashner”), an individual.
Lock-Up Agreement — First Union November 7, 2005Lock-Up Agreement • November 15th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
This letter agreement (this “Agreement”) relates to the proposed initial public offering (the “Offering”) by Newkirk Realty Trust, Inc., a Maryland corporation (the “Company”), of its common stock, $.01 par value (the “Stock”).
OWNERSHIP INTEREST PLEDGE AND SECURITY AGREEMENTOwnership Interest Pledge and Security Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts
WHEREAS, pursuant to that certain Master Loan Agreement dated as of August 11, 2005 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) entered into by and among (i) NMLP, (ii) T-Two Partners, L.P., a Delaware limited partnership (“T-Two”), (iii) the Administrative Agent, (iv) Bank of America, N.A., as “Deposit Account Co-Agent” (Bank of America, N.A., in such capacity as Deposit Account Co-Agent, hereinafter referred to as “Deposit Account Co-Agent”), and (v) the Lenders, the Administrative Agent and the Lenders have agreed to make a loan to NMLP in the aggregate principal amount of $ (the “NMLP Loan”) and a loan to T-Two in the aggregate principal amount of $ (the “T-Two Loan”) (the NMLP Loan and the T-Two Loan sometimes are referred to herein, collectively, as the “Loans”), upon the terms and subject to the conditions set forth therein.
Lock-Up Agreement - VornadoLetter Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
UNIT PURCHASE AGREEMENT by and between APOLLO REAL ESTATE INVESTMENT FUND III, L.P., and NEWKIRK REALTY TRUST, INC.Unit Purchase Agreement • November 15th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
UNIT PURCHASE AGREEMENT, dated as of November 1, 2005 (this “Agreement”), by and between APOLLO REAL ESTATE INVESTMENT FUND III, L.P., a Delaware limited partnership (“Seller”), and NEWKIRK REALTY TRUST, INC., a Maryland Corporation (“Purchaser”).
UNIT PURCHASE AGREEMENT by and between THE NEWKIRK MASTER LIMITED PARTNERSHIP, and NEWKIRK REALTY TRUST, INC.Unit Purchase Agreement • October 18th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
UNIT PURCHASE AGREEMENT, dated as of __________ __, 2005 (this “Agreement”), by and between THE NEWKIRK MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (“MLP” or the “Partnership”) and NEWKIRK REALTY TRUST, INC., a Maryland corporation (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts
Indemnity Agreement (“Indemnity” or “Agreement”) dated as of August 11, 2005 among the Indemnitor (defined below), THE NEWKIRK MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (“NMLP”), KEYBANK NATIONAL ASSOCIATION, a national banking association having an address at 101 Federal Street, Boston, Massachusetts, and the other lending institutions which become parties to the Loan Agreement (defined below) (KeyBank National Association and such other lending institutions which become parties to the Loan Agreement are collectively referred to as the “Lenders” and each individually as a “Lender”), and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”). All capitalized terms used in this Agreement which are not otherwise specifically defined herein shall have the same meaning herein as in the Loan Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of November 7, 2005, (this “Agreement”) between Newkirk Realty Trust, Inc., a Maryland corporation (the “Company”), and First Union Real Estate Equity and Mortgage Investments, an unincorporated association in the form of a business trust organized in Ohio (together with its successors and permitted assigns, the “Shareholder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of , 2005 (this “Agreement”), is by and between Newkirk Realty Trust, Inc., a Maryland corporation (the “Company”) and First Union Real Estate Equity and Mortgage Investments, an Ohio business trust (the “Investor”).
Shares of Common Stock NEWKIRK REALTY TRUST, INC. UNDERWRITING AGREEMENTNewkirk Realty Trust, Inc. • October 28th, 2005 • Real estate investment trusts • New York
Newkirk Realty Trust, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional shares (the “Additional Shares”) of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. The Shares are more fully described in the Registration Statement and Prospectus referred to below. Bear, Stearns & Co. Inc. (“Bear Stearns”) is acting as the lead manager (the “Lead Manager”) in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
NEWKIRK REALTY TRUST, INC. Suite 500 Boston, MA 02114 October 17, 2005Letter Agreement • October 28th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts
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.
MASTER LOAN AGREEMENT Dated as of August 11, 2005 Among THE NEWKIRK MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (“NMLP”) and KEYBANK NATIONAL ASSOCIATION (“Administrative Agent” and “Deposit Account Co-Agent”) and BANK OF AMERICA, N.A....Master Loan Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts
This agreement (“Loan Agreement” or “Agreement”) is made and entered into as of the 11th day of August, 2005, by and between THE NEWKIRK MASTER LIMITED PARTNERSHIP, a Delaware limited partnership having an address c/o Winthrop Financial Associates, Seven Bulfinch Place, Suite 500, Boston, Massachusetts (“NMLP”), and T-TWO PARTNERS, L.P., a Delaware limited partnership having an address c/o Winthrop Financial Associates, Seven Bulfinch Place, Suite 500, Boston, Massachusetts (“T-Two”; NMLP and T-Two are sometimes hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), KEYBANK NATIONAL ASSOCIATION, a national banking association with a place of business at 101 Federal Street, Boston, Massachusetts 02110, BANK OF AMERICA, N.A., a national banking association with a place of business at 100 North Tryon Street, Charlotte, North Carolina 28255, and the other lending institutions which are, or may become, parties to this Agreement pursuant to Section 13.3 (t
Lock-Up Agreement - WEM [Date]Letter Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
OWNERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT [NMLP PLEDGE: NON-GMAC NMLP PARTNERSHIPS]Ownership Interest Pledge and Security Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • Massachusetts
OWNERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”), dated as of August 11, 2005, by and among THE NEWKIRK MASTER LIMITED PARTNERSHIP, a Delaware limited partnership (“NMLP”), NEWKIRK GP HOLDING LLC, a Delaware limited liability company (the “Holding Company”), the DELAWARE LIMITED LIABILITY COMPANIES described in Schedule 1 attached hereto (collectively, the “General Partner Pledgors”), each being a general partner of an NMLP Partnership (as defined below) as specified on Schedule 2 attached hereto, and KEYBANK NATIONAL ASSOCIATION, a national banking association having an address at 101 Federal Street, Boston, Massachusetts 02110, as administrative agent (KeyBank National Association, in such capacity as administrative agent, hereinafter referred to as “Administrative Agent”) for a syndicate of Lenders (singly and collectively, the “Lenders”) as specifically provided in the Loan Agreement (as defined below).
GUARANTYSecurity Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • Massachusetts
WHEREAS, pursuant to that certain Master Loan Agreement dated as of August 11, 2005 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) entered into by and among (i) the Guarantor, (ii) T-Two Partners, L.P., a Delaware limited partnership (“T-Two”), (iii) the Administrative Agent, (iv) Bank of America, N.A., as “Deposit Account Co-Agent” (Bank of America, N.A., in such capacity as Deposit Account Co-Agent, hereinafter referred to as “Deposit Account Co-Agent”), and (v) the Lenders, the Administrative Agent and the Lenders have agreed to make a loan to the Guarantor in the aggregate principal amount of $ (the “NMLP Loan”) and a loan to T-Two in the aggregate principal amount of $ (the “T-Two Loan”) (the NMLP Loan and the T-Two Loan sometimes are referred to herein, collectively, as the “Loans”), upon the terms and subject to the conditions set forth therein. Capitalized terms used herein and not otherwise defined herein, but defined in the Loan Agree
UNIT PURCHASE AGREEMENT by and between WEM-BRYNMAWR ASSOCIATES LLC, and NEWKIRK REALTY TRUST, INC.Unit Purchase Agreement • November 15th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
UNIT PURCHASE AGREEMENT, dated as of November 1, 2005 (this “Agreement”), by and between WEM-BRYNMAWR ASSOCIATES LLC, a Delaware limited liability company (“Seller”), and NEWKIRK REALTY TRUST, INC., a Maryland Corporation (“Purchaser”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE NEWKIRK MASTER LIMITED PARTNERSHIPNewkirk Realty Trust, Inc. • August 9th, 2006 • Real estate investment trusts
This FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE NEWKIRK MASTER LIMITED PARTNERSHIP (this “Amendment”), dated as of June 1, 2006, is hereby adopted by Newkirk Realty Trust, Inc., a Maryland corporation (the “General Partner”), as the general partner of The Newkirk Realty Trust, Inc., a Delaware limited partnership (the “Partnership”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 7, 2005 (the “Agreement”).
MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts
KNOW ALL MEN BY THESE PRESENTS that Newkirk L.P. (as successor by merger to Associates Limited Partnership), a Delaware limited partnership, having an address at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114 (hereinafter called “Mortgagor”) for consideration paid, hereby grants, conveys, transfers, assigns and sets-over unto KEYBANK NATIONAL ASSOCIATION, a national banking association having an address at 101 Federal Street, Boston, Massachusetts 02110, as administrative agent (KeyBank National Association, in such capacity as administrative agent, hereinafter referred to as “Administrative Agent” or “Mortgagee”) for a syndicate of Lenders (singly and collectively, the “Lenders”) under a Master Loan Agreement (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) of even date among (i) The Newkirk Master Limited Partnership, a Delaware limited partnership (“NMLP”), (ii) T-Two Partners, L.P., a Delaware limited partnership (“T-Two”) (iii) the
NEWKIRK REALTY TRUST, INC. 7 Bulfinch Place Suite 500 Boston, MA 02114 August 5, 2005Newkirk Realty Trust, Inc. • October 28th, 2005 • Real estate investment trusts
and First Union’s waiver would entitle it to hold up to 17,500,000 shares of the Corporation’s common stock at such time, assuming that at such time it does not hold any units of the MLP redeemable for common stock of the Corporation, whether or not any other units have been redeemed or additional shares of the Corporation’s common stock have been issued prior to such redemption.
ACQUISITION AGREEMENTAcquisition Agreement • October 18th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
THIS ACQUISITION AGREEMENT, dated as of , 2005 (this “Agreement”), is by and between Newkirk Realty Trust, Inc., a Maryland corporation (the “Newkirk”), and First Union Real Estate Equity and Mortgage Investments, an Ohio business trust (“First Union”).
