NEWKIRK REALTY TRUST, INC. Suite 500 Boston, MA 02114 October 17, 2005
Exhibit 10.25
XXXXXXX REALTY TRUST, INC.
0 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
October 17, 2005
To Each of the Entities Listed on Schedule 1 hereto
Re: Initial Public Offering of Xxxxxxx Realty Trust, Inc.
Gentlemen:
Reference is made to that certain Letter Agreement (the “Letter Agreement”), dated as of August 5, 2005, among Xxxxxxx Realty Trust, Inc. (the “Corporation”), Apollo Real Estate Investment Fund III, L.P., (The Xxxxxxx Master Limited Partnership, NKT Advisors LLC, Vornado Realty Trust, Vornado Realty L.P., VNK Corp., Vornado Xxxxxxx 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.
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XXXXXXX REALTY TRUST, INC. |
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Xxxxxxx X. Xxxxxx |
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Chief Executive Officer |
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AGREED AND ACCEPTED: |
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APOLLO REAL ESTATE INVESTMENT FUND III, L.P. |
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Apollo Real Estate Advisors III, L.P., |
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its general partner |
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Apollo Real Estate Capital Advisors III, Inc., |
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its general partner |
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THE XXXXXXX MASTER LIMITED PARTNERSHIP |
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MLP GP LLC |
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its general partner |
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Xxxxxxx MLP Corp. |
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Member |
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NKT ADVISORS LLC |
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VORNADO REALTY TRUST |
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VNK CORP. |
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VORNADO XXXXXXX LLC |
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VORNADO MLP GP LLC |
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WEM BRYNMAWR ASSOCIATES LLC |
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Xxxxxxx X. Xxxxxx |
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Schedule 1
Apollo Real Estate Investment Fund III, L.P.
00 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxxx
The Xxxxxxx Master Limited Partnership
0 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xx. Xxxxxxx Xxxxxxx
NKT Advisors LLC
Two Jericho Plaza
Wing A
Xxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Vornado Realty Trust
Vornado MLP GP LLC
VNK Corp.
Vornado Xxxxxxx LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx Xxxxxx
WEM-Brynmawr Associates LLC
Two Jericho Plaza
Wing A
Jericho, New York 11753
Attn: Xxxxxxx X. Xxxxxx
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