Exhibit
10.11


 


UNIT
PURCHASE AGREEMENT


by and
between


APOLLO
REAL ESTATE INVESTMENT FUND III, L.P.,


and


NEWKIRK
REALTY TRUST, INC.


 


 





















 


UNIT
PURCHASE AGREEMENT


UNIT PURCHASE AGREEMENT, dated as of                     
     , 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”).


RECITALS


WHEREAS, the Seller holds limited partnership
interests in The Newkirk Master Limited Partnership, a Delaware limited
partnership (the “Partnership”);


WHEREAS, the Purchaser desires to acquire, and
the Seller desires to sell, a portion of the Seller’s interest in the
Partnership all on the terms and conditions set forth herein;


 


NOW, THEREFORE,
In consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:


 


ARTICLE I


PURCHASE AND SALE 


 


1.1           Sale
and Purchase.  For the consideration
and subject to the terms and conditions set forth herein, and in reliance upon
the representations, warranties, covenants and undertakings contained herein, on
the Closing Date (as hereinafter defined) the Seller shall sell, transfer,
assign, convey, set over and confirm unto the Purchaser               
units of limited partnership interests in the Partnership (the “Sale Units”).


 


1.2           Purchase
Price.  In consideration of the sale
of the Sale Units, the Purchaser shall pay to Seller in immediately available
funds $                 
(the “Purchase Price”).


 


ARTICLE II


REPRESENTATIONS AND
WARRANTIES


 


2.1           Representations and Warranties of
Sellers.  Seller hereby represents
and warrants to the Purchaser, and to the successors and assigns of the
Purchaser, as follows:


                                (a)           Organization
and Standing.  Seller is a limited
partnership duly organized, validly existing and in good standing under the
laws of the State of Delaware.


                                (b)           Authority.  The execution, delivery of, and performance
of the Seller’s obligations and responsibilities under, this Agreement and the
sale of the Sale Units has been duly and validly authorized by all necessary
partnership and other action, and this Agreement is a valid and binding
obligation of Seller and enforceable against Seller in accordance with its
terms.


 


 





















 


                                (c)           No Breach of Other Agreements.  Neither the execution and delivery of this
Agreement by Seller, nor the performance by Seller of its obligations
hereunder, will (i) result in a breach, violation or default by Seller of any
provision of law or of its Certificate of Limited Partnership or Agreement of
Limited Partnership or of any other agreement or arrangement to which Seller is
a party or by which it is bound or to which it or its assets is subject or (ii)
create or impose (or result in the creation or imposition of) any security
interest, lien, charge, or other encumbrance upon the Sale Units or any part
thereof or interest therein.


                                (d)           Ownership
of Sale Units.  At the Closing (as
hereinafter defined) Seller will own the Sale Units free and clear of all
liens, claims, charges or encumbrances of any kind or nature whatsoever, other
than the liabilities and obligations applicable to the ownership of the Sale
Units as set forth in the Certificate of Limited Partnership or Agreement of
Limited Partnership of the Partnership and this Agreement.  At the Closing, no other person or entity will
have any right or interest in the Sale Units, or in the income, profits, cash
flow or distribution rights or any other rights attendant thereto.


                                (f)            Laws,
Governmental Orders and Litigation Relating to Sale Transaction.  There is no litigation, suit, claim, demand
or governmental or other proceeding, including any bankruptcy or insolvency
proceeding, pending, or to the knowledge of the Seller, threatened against
Seller which in any way relates to or affects the sale by Seller, and the
purchase by the Purchaser, of the Sale Units. 
Seller is not a party to any pending or, to its knowledge, threatened
litigation which in any way relates to the Sale Units.  Seller is not a party to, subject to or bound
by any agreement or any law, judgment, order, writ, injunction or decree of any
court or governmental body which could prevent or adversely affect in any
manner the carrying out of the sale of the Sale Units, or any of them, pursuant
to this Agreement.


                                (g)           No
Rights to Purchase Assets.  No
person, firm, corporation or other entity has any right or option to purchase
or otherwise acquire all or any part of the Sale Units, other than the rights
of the Purchaser hereunder, and, the sale of the Sale Units to the Purchaser
pursuant to this Agreement does not violate any preemptive or other right of
any other person, firm, corporation or other entity.


                                (h)           No
Third Party Approvals.  Seller may
transfer and sell the Sale Units as herein contemplated without obtaining the
consent or approval of any person or entity, including any governmental entity.


                                (i)            Non-Foreign
Person.  Seller is not a foreign
person within the meaning of Section 1445 of the Internal Revenue Code of 1986,
as amended (the “Code”) and Seller’s office address is within the United States
of America.


2.2           Representations
and Warranties of the Purchaser.  The
Purchaser hereby represents and warrants to the Seller as follows:


 


                                (a)           Organization
and Standing of the Purchaser.  The
Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland.


 


 


2





















 


                                (b)           Authority.             The execution, delivery and
performance of the Purchaser’s obligations and responsibilities under this
Agreement and the acquisition of the Sale Units have been duly and validly
authorized and this Agreement is valid and binding on the Purchaser and
enforceable against the Purchaser in accordance with its terms.


 


                                (c)           No
Breach of Other Agreements.  The
execution of this Agreement and the consummation of the purchase of the Sale
Units will not conflict with, result in a breach of the terms and conditions
of, accelerate any provision of, or constitute any default under any contract
or agreement to which the Purchaser is a party.


 


                                (d)           Laws,
Governmental Orders and Litigation.  The
Purchaser is not a party to, subject to or bound by any agreement or any law,
judgment, order, writ, injunction or decree of any court or governmental body
which could prevent or adversely affect the consummation of the purchase of the
Sale Units.  There is no litigation,
suit, claim, demand or governmental or other proceeding, including any
bankruptcy or insolvency proceeding, pending or, to the knowledge of the
Purchaser, threatened against the Purchaser which relates to or affects the
purchase of the Sale Units.


 


                                (e)           Investment
Representation.  the Purchaser (i) has
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of an acquisition of the Sale Units
and is able to bear the economic risk of a loss of an investment in the Sale
Units and (ii) is not acquiring the Sale Units with a view to the distribution
of the Sale Units or any present intention of offering or selling all or any
portion of the Sale Units in a transaction that would violate the Securities
Act of 1933, as amended or the securities laws of any state or any other
applicable jurisdiction.  Except for the
representations and warranties contained herein, the Purchaser is not relying
on the Seller (or any of their agents, representatives or affiliates) with
respect to legal, tax, accounting, financial and other economic considerations
involved in connection with the transactions contemplated hereby, including an
investment in the Sale Units.  the
Purchaser has carefully considered and has, to the extent necessary, sought
legal, tax, accounting, financial and other advice with respect to the
suitability of the proposed investment in the Sale Units.


 


 


3





















 


ARTICLE III


CLOSING


 


                3.1           Closing.  The closing of the purchase and sale of the Sale
Units (the “Closing”) shall occur immediately following the consummation of the
Corporation’s initial public offering contemplated by its Registration
Statement on Form S-11 filed with the Securities Exchange Commission under the
Securities Act of 1933, as amended, on August 8, 2005, amended on September 16,
2005, October 7, 2005, October 17, 2005 and October 28, 2005 (the “Closing Date”)
at the offices of Paul Hastings Janofsky & Walker, 75 East 55th
Street, New York, New York.


 


                3.2           Seller’s Closing Deliveries.  At the Closing, the Seller shall deliver, or
cause to be delivered, to the Purchaser each of the following instruments,
documents or certificates:


 


                                (a)           Partnership Interest Assignment.  An assignment for each of the Sale Units in
the form attached hereto as Exhibit A (the “Assignment Agreement”).


 


                                (b)           Affidavit.  An affidavit stating Seller’s tax
identification number and principal business address and that Seller is a “United
States person” as defined by the Internal Revenue Code Section 1445(f)(3) and Section
7701(b).


 


                                (c)           Other Documents.  Such other documents, instruments or
agreements which the Seller is required to deliver to the Purchaser hereunder
or which the Purchaser may, either at or subsequent to the date hereof, deem
reasonably necessary or desirable in order to consummate the transactions
contemplated hereby, or better to vest in the Purchaser title to the Sale Units.


 


                3.2           Purchaser’s Deliveries.  At the Closing, the Purchaser shall deliver,
or cause to be delivered to the Seller:


 


                                (a)           Assignments.  A duly executed counterpart signature page to
the Assignment Agreement.


 


                                (b)           Purchase Price.  The Purchase Price in immediately available
funds.


 


                                (c)           Other Documents.  Such other documents, instruments or
agreements which the Purchaser is required to deliver to the Seller hereunder
or which the Seller may, either at or subsequent to the date hereof, deem
reasonably necessary or desirable in order to consummate the transactions
contemplated hereby.


 


 


4





















 


ARTICLE IV


MISCELLANEOUS


 


                4.1           Notices.  Except as otherwise provided in this
Agreement, all notices, demands, requests, consents, approvals and other
communications required or permitted to be given hereunder, or which are to be
given with respect to this Agreement, shall be in writing and shall be deemed
delivered upon personal delivery thereof, or upon delivery by facsimile
electronic transmission (provided an original thereof shall be sent to the
other party via Overnight Courier (as herein defined) after the electronic
transmission), or on the next business day following delivery to a reliable and
recognized air freight or local delivery service (“Overnight Courier”), or two
(2) business days following deposit thereof in the U.S. mail (return receipt
requested), provided any such notices shall be addressed or delivered to the
parties at their respective addresses or facsimile numbers set forth below:


 


	
   

  	
   

  	
  If to the Purchaser:

  	
   

  	
  Apollo Real Estate
  Investment Fund III, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
  60
  Columbus Circle

  
	
   

  	
   

  	
   

  	
   

  	
  20th
  Floor

  
	
   

  	
   

  	
   

  	
   

  	
  New
  York, New York 10023

  
	
   

  	
   

  	
   

  	
   

  	
  Attn:
  Stuart Koenig

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If
  to Seller:

  	
   

  	
  Newkirk
  Realty Trust, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  7
  Bulfinch Place

  
	
   

  	
   

  	
   

  	
   

  	
  Suite
  500

  
	
   

  	
   

  	
   

  	
   

  	
  P.O.
  Box 9507

  
	
   

  	
   

  	
   

  	
   

  	
  Boston,
  Massachusetts 02114

  
	
   

  	
   

  	
   

  	
   

  	
  Attn:
  Carolyn Tiffany

  



 


All costs and expenses of delivery shall be borne and paid for by the
delivering party.  No notice shall be
deemed duly delivered hereunder unless all postage or delivery charges shall
have been prepaid by the sending party or otherwise delivered to the receiving
party free of delivery charges.  Any
party shall have the right to change its address for notice by delivery of a
written notice to that effect in the manner herein provided.


 


                4.2           Entire
Agreement; Amendments.  This
Agreement constitutes the entire understanding and agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior
understandings or agreements between the parties with respect to the subject
matter hereof.  This Agreement may not be
altered, modified, extended, revised or changed, nor may any party hereto be
relieved of any of his or its liabilities or obligations hereunder, except by
written instrument duly executed by each of the parties hereto.  Any such written instrument entered into in
accordance with the provisions of the preceding sentence shall be valid and
enforceable notwithstanding the lack of separate legal consideration therefor.


 


                4.3           Headings.  Section and article headings used herein are
for convenience and ease of reference only and are not intended to have any
legal effect.  Accordingly, no reference
shall be made to any such article or section headings for the purpose of
interpreting, construing or enforcing any of the provisions of this Agreement.


 


                4.4           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall be deemed one Agreement.


 


 


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                4.5           Assignment.  Neither the Purchaser nor the Seller may assign
its respective rights or obligations under this Agreement without the prior
written consent of the other.


 


                4.6           Governing Law.  This Agreement shall be governed by the laws
of the State of New York, without giving effect to the conflicts of law
provisions thereof.


 


                4.7           Further Assurances.  Each party hereto agrees to execute such
further documents as any other party hereto may reasonably request in order to
give effect to this Agreement and to carry out and evidence the transactions
contemplated hereby.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


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

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


NEWKIRK REALTY TRUST, INC.


 


 


	
  By

  	
   

  
	
  Name:

  
	
  Title:

  



 


 


6





















 


Exhibit A


 


ASSIGNMENT AND ASSUMPTION OF AGREEMENT


 


 


                THIS ASSIGNMENT AND ASSUMPTION
OF AGREEMENT (this “Assignment”) is given as of the             
day of                              ,
2005, between APOLLO REAL ESTATE INVESTMENT FUND III, L.P., a Delaware limited
partnership (“Assignor”), and NEWKIRK REALTY TRUST, INC., a Maryland
Corporation (“Assignee”).


 


BACKGROUND


 


A.            Assignee and Assignor, among others, are party to that
certain Unit Purchase Agreement dated October     , 2005
(the “Purchase Agreement”) pursuant to which Assignee is assigning to Assignor
all of its right, title and interest with respect in and to          
units of limited partnership interests (the “Sale Units”) in The Newkirk Master
Limited Partnership, a Delaware limited partnership (the “Partnership”);


                B.            Assignee and Assignor desire to
evidence such assignment and provide for the acceptance of such assignment by Assignor
and the assumption by Assignor of the obligations of a limited partner in the
Partnership.


 


                NOW, THEREFORE, in consideration
of the foregoing and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:


 


                1.             Background.         The background set forth above is
hereby incorporated in this Assignment and forms a part hereof.


 


                2.             Assignment.         Assignee hereby sells, transfers,
assigns, conveys, sets over and confirms all of right, title and interest in
and to the Sale Units unto the Assignor, free and clear of all liens, claims,
charges or encumbrances of any kind or nature whatsoever other than the terms, covenants and
provisions of the Agreement of Limited Partnership and Certificate of Limited
Partnership of the Partnership and this Agreement.


 


                3.             Assumption.         Assignor hereby accepts the assignment
by Assignee of the Sale Units and assumes all of the obligations of Assignee as
a limited partner in the Partnership and agrees to be bound by the terms of the
he Agreement of Limited Partnership and Certificate of Limited Partnership of
the Partnership as in effect from time to time.


 


                4.             Governing Law.    This
Assignment shall be governed by and construed under the laws of the State of
New York, without respect to principles governing conflict of laws.


 


                5.             Successors and Assigns.   This Assignment shall inure to the benefit
of, and be binding upon, the heirs, executors, administrators, successors and
assigns of the parties hereto.


 


 


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                6.             Counterparts.        This Assignment may be executed in one
or more counterparts, each of which shall be deemed to be an original but all
of which together shall constitute but one document.


 


                IN WITNESS
WHEREOF, the undersigned have executed this instrument as of the day and year
first above written.


 


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

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


NEWKIRK REALTY TRUST, INC.


 


 


	
  By

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  



                THE UNDERSIGNED HEREBY CONSENTS
TO THE FOREGOING ASSIGNMENT AND CONSENTS TO THE ASSIGNEE BEING ADMITTED AS A
SUBSTITUTE LIMITED PARTNER OF THE NEWKIRK MASTER LIMITED PARTNERSHIP.


 


                                                                                                                                                                                                                                                                                                


	
                                     ,
  2005

  	
   

  	
  THE
  NEWKIRK MASTER LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Newkirk
  Realty Trust, Inc.

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  



 


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