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Exhibit 10.7
AMENDMENT TO ACQUISITION AGREEMENT AND ASSIGNMENT
AND ASSUMPTION
This Amendment to Acquisition Agreement and Assignment and
Assumption, dated as of December 31, 2006 (this "Amendment,
Assignment and Assumption"), among other things, (i) amends the
Acquisition Agreement , dated as of November 7, 2005 (the
"Agreement"), between NEWKIRK REALTY TRUST, INC., a Maryland
corporation (the "Company") and WINTHROP REALTY TRUST (formerly
First Union Real Estate Equity and Mortgage Investments), an Ohio
business trust ("Winthrop"), and (ii) effects the assignment to and
the assumption by LEXINGTON CORPORATE PROPERTIES TRUST, a Maryland
real estate investment trust ("Lexington") of the Company’s
rights and obligations under the Agreement.
WHEREAS, pursuant to the Agreement, among other
things, the Company issued to Winthrop 1,250,000 shares of Newkirk
common stock, par value $.01 (as defined in the Agreement, the
"Shares"), in consideration of the assignment to Newkirk of
Winthrop’s rights solely with respect to Net Lease Assets (as
defined in the Agreement) under the Exclusivity Services Agreement
between Winthrop and Michael L. Ashner ("Ashner"), dated as of
December 31, 2003, as amended as of October 27, 2005 (the
"Exclusivity Agreement");
WHEREAS, pursuant to Section 5.01 of the Agreement, 625,000 of
the Shares were fully vested upon issuance, and an additional
625,000 Shares were to become vested in Winthrop and not subject to
forfeiture pursuant to Section 5.02 of the Agreement, ratably over
a 36-month period beginning with the date of the Agreement,
provided that all of the Shares shall immediately vest in Winthrop
upon certain events including under certain circumstances, the
termination of the Advisory Agreement, dated November 7, 2005,
between the Company, The Newkirk Master Limited Partnership and NKT
Advisors LLC (the "Advisory Agreement");
WHEREAS, in connection with the merger of the Company with and
into Lexington (the "Merger"), the Advisory Agreement will be
terminated, effective as of the effective time of the Merger (the
"Effective Time") and as a result thereof, all Shares subject to
forfeiture are no longer subject to forfeiture (the "Vesting") and
NKT Advisors LLC has been paid a fee of $12,500,000 (the "Advisory
Termination Fee") in lieu of fees required to be paid to NKT
Advisors LLC by the Company upon termination of the Advisory
Agreement, with $5,500,000 of the Advisory Termination Fee to be
attributed to the Incentive Management Fee, as defined in the
Advisory Agreement, in connection with such termination; and the
Shares are no longer subject to that certain Lock-Up Agreement
between Winthrop and Bear Stearns dated as of November 1, 2005 (the
"Lock-Up Agreement Termination"); and
WHEREAS, in connection with the Merger, the parties deem it
advisable that, (i) the Agreement be amended, among other things,
to provide that all unvested Shares shall become immediately vested
in Winthrop and no longer subject to forfeiture, (ii) the rights
and obligations of the Company under the Agreement shall be
assigned to and assumed by Lexington and (iii)
Winthrop shall consent to the assignment to Lexington of all of
the Company’s rights and obligations under the Exclusivity
Assignment (as defined in the Agreement).
NOW T
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