Exhibit
10.25


 


NEWKIRK REALTY TRUST, INC.


7 Bulfinch Place


Suite 500


Boston, MA 02114


 


October 17, 2005


 


To Each of the Entities Listed on Schedule 1 hereto


 


Re:          Initial
Public Offering of Newkirk Realty Trust, Inc.


 


Gentlemen:


 


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.


 


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.


 


	
   

  	
  NEWKIRK REALTY TRUST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Michael L. Ashner

  
	
   

  	
   

  	
  Chief Executive Officer

  
					



 


	
  AGREED AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  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

  	
  /s/

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE NEWKIRK MASTER LIMITED PARTNERSHIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  MLP GP LLC

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Newkirk MLP Corp.

  	
   

  
	
   

  	
   

  	
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NKT ADVISORS LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/

  	
   

  	
   

  
									



 


2





















 


	
  Name:

  
	
  Title:

  
	
   

  
	
  VORNADO REALTY TRUST

  
	
   

  
	
   

  
	
  By

  	
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  VNK CORP.

  
	
   

  
	
   

  
	
  By

  	
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  VORNADO NEWKIRK LLC

  
	
   

  
	
   

  
	
  By

  	
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  VORNADO MLP GP LLC

  
	
   

  
	
   

  
	
  By

  	
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  WEM BRYNMAWR ASSOCIATES LLC

  
	
   

  
	
  By

  	
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  /s/

  	
   

  
	
  Michael L. Ashner

  



 


3





















 


Schedule 1


 


Apollo Real Estate Investment Fund III, L.P.


60 Columbus Circle

20th Floor

New York, New York 10023


Attn:  Lee Neibart


 


 


The Newkirk Master Limited Partnership


7 Bulfinch Place


Suite 500


Boston, Massachusetts 02114


Attn:  Ms. Carolyn Tiffany


 


 


NKT Advisors LLC


Two Jericho Plaza


Wing A


Jericho, New York 11753


Attn:       Michael L. Ashner


 


 


Vornado Realty Trust


Vornado MLP GP LLC


VNK Corp.


Vornado Newkirk LLC


888 Seventh Avenue


New York, New York 10019


Attn:  Clifford Broser


 


 


WEM-Brynmawr Associates LLC


Two Jericho Plaza


Wing A


Jericho, New York 11753


Attn:       Michael L. Ashner


 


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