REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2005 • Newkirk Realty Trust, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT is made and entered into as of , 2005, between Newkirk Realty Trust, Inc., a Maryland corporation (the “Company”), and ___________ (together with its successors and permitted assigns, “Shareholder”).
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
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.
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
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
