Exhibit 10.7


 


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 November 1, 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 313,320.4047 units of limited
partnership interests in the Partnership (the “Sale Units”).  For the avoidance of doubt the number of Sale
Units is expressed based on the number of units prior to the contemplate unit
split to occur on the Closing Date.  On a
post split basis the number of Sale Units will be 2,375,000.


 


1.2                                 Purchase
Price.  In consideration of the sale
of the Sale Units, the Purchaser shall pay to Seller in immediately available
funds $35,845,780 (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:


 


2





















 


(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.


 


(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


 


5





















 


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.


 


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:

  	
  /s/ Stuart Koenig

  	
   

  
	
   

  	
   

  	
  Name: Stuart Koenig

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
  NEWKIRK REALTY TRUST, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Michael L. Ashner

  	
   

  
	
   

  	
  Michael L. Ashner

  
	
   

  	
  Chief Executive Officer

  
							



 


6





















 


ASSIGNMENT AND ASSUMPTION OF AGREEMENT


 


THIS ASSIGNMENT AND
ASSUMPTION OF AGREEMENT (this “Assignment”) is given as of the 7th day of November,
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 November 1, 2005 (the “Purchase
Agreement”) pursuant to which Assignee is assigning to Assignor all of its
right, title and interest with respect in and to 313,320.4047 units of limited
partnership interests (the “Sale Units”) in The Newkirk Master Limited
Partnership, a Delaware limited partnership (the “Partnership”).  For the avoidance of doubt the number of Sale
Units is expressed based on the number of units prior to the contemplate unit
split to occur on the Closing Date.  On a
post split basis the number of Sale Units will be 2,375,000;


 


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.


 


7





















 


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:

  	
  /s/ Stuart Koenig

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
  NEWKIRK REALTY TRUST, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Peter Braverman

  	
   

  
	
   

  	
  Peter Braverman

  
	
   

  	
  President

  
							



 


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.


 


	
  November 7, 2005

  	
  THE NEWKIRK MASTER
  LIMITED

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Newkirk Realty Trust, Inc.

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Braverman

  	
   

  
	
   

  	
   

  	
  Peter Braverman

  
	
   

  	
   

  	
  President

  
					



 


8