0001104659-06-061654.txt : 20060918 0001104659-06-061654.hdr.sgml : 20060918 20060918172016 ACCESSION NUMBER: 0001104659-06-061654 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060918 DATE AS OF CHANGE: 20060918 GROUP MEMBERS: APOLLO REAL ESTATE ADVISORS III, L.P. GROUP MEMBERS: APOLLO REAL ESTATE MANGEMENT III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Newkirk Realty Trust, Inc. CENTRAL INDEX KEY: 0001333578 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203164488 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81140 FILM NUMBER: 061096298 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE - SUITE 500 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 617-570-4600 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE - SUITE 500 CITY: BOSTON STATE: MA ZIP: 02114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO REAL ESTATE INVESTMENT FUND III LP CENTRAL INDEX KEY: 0001210237 IRS NUMBER: 133969710 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO MANHATTAN ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9146948000 SC 13D 1 a06-19187_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D	Estimated average burden hours per response. . 15

Under the Securities Exchange Act of 1934
(Amendment No. )*

Newkirk Realty Trust, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

651497 10 9

(CUSIP Number)

Apollo Real Estate Investment Fund III, L.P.

2 Manhattanville Road

Purchase, NY 10577

914.694.8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

David A. Sirignano

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Ave, NW

Washington, DC 20004

September 8, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 651497 10 9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Real Estate Investment Fund III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 23,359,046

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 23,359,046

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,359,046

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 54.7%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 651497 10 9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Real Estate Advisors III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 23,359,046

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 23,359,046

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,359,046

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 54.7%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 651497 10 9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Real Estate Management III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 23,359,046

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 23,359,046

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,359,046

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 54.7%

	14.	Type of Reporting Person (See Instructions) PN

Item 1.	Security and Issuer
This Schedule 13D relates to the common stock, par value $0.01 per share, of Newkirk Realty Trust, Inc. (the “Issuer” or “Newkirk”). The Issuer’s principal executive offices are located at 7 Bulfinch Place, Suite 500, Boston, MA 02114 and at Two Jericho Plaza, Wing A, Jericho, NY 11753.

Item 2.	Identity and Background
	(a) – (c), (f) Name, Address, Principal Business, Citizenship
	This Schedule 13D is filed by the following Reporting Persons:

Reporting Persons	Principal Business	Address of Principal Office
Apollo Real Estate Investment Fund III, L.P.	Investment in real estate-related interests	2 Manhattanville Road Purchase, NY 10577
Apollo Real Estate Advisors III, L.P.	General Partner of Apollo Real Estate Investment Fund III, L.P.	2 Manhattanville Road Purchase, NY 10577
Apollo Real Estate Management III, L.P.	Day-to-day manager of Apollo Real Estate Investment Fund III, L.P.	2 Manhattanville Road Purchase, NY 10577

All of the Reporting Persons are organized in Delaware. A joint filing agreement among the Reporting Persons is attached hereto as Exhibit 99.1.

The Reporting Persons and their respective affiliates disclaim beneficial ownership of all Units of the Issuer in excess of their respective pecuniary interests, if any, and this statement shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, any such securities for any purpose.

Current information concerning the identity and background of the directors and officers of the Reporting Persons is set forth in Annex A hereto, which is incorporated herein by reference in response to this Item 2.

(d) – (e) Legal Proceedings

During the past five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Each natural person listed in Annex A is a citizen of the United States.

Item 3.	Source and Amount of Funds or Other Consideration
The information set forth in Item 4 is incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
In 1997, Apollo Real Estate Investment Fund III, L.P. (“Apollo”) acquired interests in the predecessor partnerships of the Issuer. Apollo currently holds 23,359,046 Newkirk Master Limited Partnership (“Newkirk MLP”) units. All of the units are subject to a twelve-month lock-up period, subject to certain exceptions, that commenced with the closing of the Issuer’s initial public offering on November 7, 2005. The units currently represent a 54.7% equity interest in the Issuer. The units would represent a 36.3% equity interest in the Issuer on a fully-diluted basis, assuming the redemption of all Newkirk MLP units (except those units held by the Issuer) in exchange for shares of the Issuer’s common stock.
Item 5.	Interest in Securities of the Issuer
	(a) and (b) Beneficial ownership
Beneficial ownership by the Reporting Persons is incorporated by reference to Items 7 — 11 of their respective cover pages.
Beneficial ownership of the executive officers and directors is incorporated by reference to Annex A.
(c) Transactions during the past sixty days
None of the Reporting Persons or persons listed in Annex A purchased or sold Newkirk securities in the last 60 days.
(d) Right to receive dividends or proceeds
Not applicable.
(e) Beneficial ownership of less than five percent
Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Amended and Restated Agreement of Limited Partnership of The Newkirk Master Limited Partnership
Under the amended and restated partnership agreement, Apollo has the right, beginning on the 12 month anniversary of the Issuer’s initial public offering, to redeem its Newkirk MLP units. This right may be exercised at the election of Apollo by giving written notice, subject to some limitations. The purchase price for each of the units to be redeemed will equal the fair market value of one share of the Issuer’s common stock. The purchase price for the units may be paid in cash or, in the Issuer’s discretion, by the issuance of a number of shares of its common stock equal to the number of units with respect to

which the rights are being exercised, subject to adjustment based on stock splits, below market issuances of common stock pursuant to rights, options or warrants to all holders of common stock and dividends of common shares.

Letter Agreement & Amendment thereto

Except for certain Newkirk MLP units purchased by Newkirk in connection with its initial public offering and certain sales permitted by the Letter Agreement, Apollo cannot sell, transfer, pledge, redeem or otherwise dispose of its units in Newkirk MLP for a period of one year from the date of the Newkirk initial public offering. However, Apollo is permitted to pledge its Newkirk MLP units and/or shares of common stock in the Issuer in connection with a loan to have a principal amount no greater than 35% of the value of all shares of the Issuer’s common stock and MLP units (based on the initial public offering price of the Issuer’s common stock) held by Apollo.

Under the Letter Agreement, the Issuer granted Apollo and its affiliates an irrevocable waiver from the Issuer’s excess share provision set forth in the Issuer’s Articles of Incorporation in order to enable Apollo to have all of its MLP units owned upon consummation of the initial public offering redeemed for shares of the Issuer’s common stock, or such lesser amount as is required from time to time under applicable rules of the IRS, provided that no one Apollo equityholder is deemed to own more than 8.9% of the outstanding common stock of the Issuer.

Additionally, under the Letter Agreement, the Issuer’s advisor was granted a share of preferred voting stock. That share entitles the advisor to a number of votes on any matter submitted to holders of common stock of the Issuer equal to the number of outstanding Newkirk MLP units (other than the 30% held by the Issuer). Under the Letter Agreement, the advisor must vote the preferred stock in proportion to votes submitted by the Newkirk MLP unitholders.

Ownership Limit Waiver Agreement (Apollo)

Under this agreement, the Issuer granted Apollo a waiver from certain 9.8% stock ownership limits included in the Issuer’s Articles of Incorporation. The waiver includes certain limitations. For example, the waiver is not effective if as a result of Apollo’s ownership any individual (as defined in Section 542(a)(2) of the Internal Revenue Code) beneficially owns or beneficially will own more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of the common stock of the Issuer.

Registration Rights Agreement

Under this agreement, the Issuer granted registration rights to affiliates of Apollo, which require it to register the resale of shares issuable upon redemption of Newkirk MLP units.

Lock-Up Agreement

To induce the underwriters to underwrite the Issuer’s initial public offering, Apollo agreed that, without the prior consent of Bear, Stearns & Co. Inc., during the period from the date of the agreement (November 1, 2005) until the first anniversary of the date of the final prospectus for the initial public offering, (a) it would not directly or indirectly offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any relevant security, which includes units of limited partnership interest in Newkirk Master Limited Partnership, and (b) it would not establish or increase any put equivalent position or liquidate or decrease any call equivalent position with respect to any relevant security, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of the relevant security, whether or not such transaction is to be settled by delivery of relevant securities, other securities, cash or other consideration.

The agreement provides for certain exceptions, including a pledge of relevant securities in connection with a loan obtained by Apollo if the principal amount does not exceed 35% of the value of the relevant securities held by Apollo, a sale to the Issuer of units equal to $35,800,000 divided by the offering price (net of underwriting discounts) immediately following the initial public offering, and certain sales to the Issuer, or Vorando Realty Trust, WEM-Brynmawr Associates LLC and First Union Real Estate Equity and Mortgage Investments.

Voting Agreement

Apollo entered into a voting agreement with Lexington Corporate Properties Trust, which requires it:

· to vote all Newkirk voting shares beneficially owned as of the record date at the Newkirk special meeting in favor of approval and adoption of the merger proposal and, if applicable, amending the MLP Agreement (and against competing proposals); and

· not to transfer Newkirk voting shares beneficially owned until after the termination date (as defined below).

The obligations of Apollo under the voting agreement terminate upon the “termination date,” which is the earlier of the date:

· the merger closes;

· the merger agreement terminates pursuant to its terms;

· if any, upon which the Newkirk board publicly withdraws its recommendation of the merger; and

· if any, upon which the Newkirk board publicly recommends or approves any acquisition proposal other than the merger.

Item 7.

Material to Be Filed as Exhibits

99.1. Joint Filing Agreement

99.2 Amended and Restated Agreement of Limited Partnership of The Newkirk Master Limited Partnership incorporated by reference to Exhibit 10.3 of the Form 8-K filed by Newkirk Realty Trust, Inc. on November 15, 2005

99.3. First Amendment to the Amended and Restated Agreement of Limited Partnership of The Newkirk Master Limited Partnership incorporated by reference to Exhibit 10.4 of the Form 10-Q filed by Newkirk Realty Trust, Inc. on August 9, 2006

99.4. Letter Agreement among the Registrant, Apollo Real Estate Investment Fund III, L.P., The Newkirk Master Limited Partnership, NKT Advisors LLC, Vornado Realty Trust, VNK Corp., Vornado Newkirk LLC, Vornado MLP GP LLC and WEM Bryn Mawr Associates LLC, incorporated by reference to Exhibit 10.15 of Form S-11/A filed by Newkirk Realty Trust, Inc. on October 28, 2005

99.5. Amendment to the Letter Agreement among the Registrant, 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, Vornado MLP GP LLC, and WEM-Brynmawr Associates LLC, incorporated by reference to Exhibit 10.25 of Form S-11/A filed by Newkirk Realty Trust, Inc. on October 28, 2005

99.6. Registration Rights Agreement by and between the Registrant and Apollo Real Estate Investment Fund III, L.P. incorporated by reference to Exhibit 10.5 of the Form 8-K filed by Newkirk Realty Trust, Inc. on November 15, 2005

99.7 Voting Agreement between Apollo Real Estate Investment Fund III, L.P. and Lexington Corporate Properties Trust

99.8 Voting Agreement between AP-Newkirk Holdings LLC and Lexington Corporate Properties Trust

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.

Dated as of: September 18, 2006

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
		Stuart Koenig
		Vice President

APOLLO REAL ESTATE ADVISORS III, L.P.

By:	APOLLO REAL ESTATE CAPITAL ADVISORS III, INC.
	its general partner

	By:	/s/ Stuart Koenig
		Stuart Koenig
		Vice President

APOLLO REAL ESTATE MANAGEMENT III, L.P.

By:	APOLLO REAL ESTATE MANAGEMENT III, INC.
	its general partner

	By:	/s/ Stuart Koenig
		Stuart Koenig
		Vice President

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

ANNEX A

The following sets forth information with respect to the executive officers and directors of the Reporting Persons:

Messrs. Leon D. Black, John J. Hannan and William L. Mack are executive officers and directors of Apollo Real Estate Management III, L.P. The principal occupations of Messrs. Black and Hannan are to act (i) as principals of Apollo Real Estate Advisors III, L.P. and its successors (of which they are founding principals), which serve as the general partners of the Apollo investment funds and (ii) as principals, together with Mr. Mack, of Apollo Real Estate Advisors III, L.P. and its successors (of which Messrs. Black, Hannan and Mack are founding principals), which serve as the general partners of the Apollo real estate investment funds, including Apollo Real Estate Investment Fund III, L.P. Mr. Mack also serves as Chairman of the Board of the Mack Organization, an owner and developer of, and investor in, office and industrial buildings and other commercial properties. The principal business of Apollo Real Estate Advisors III, L.P. is to provide advice regarding investment in securities and real estate. The business address of each of Messrs. Black, Hannan and Mack is c/o Apollo Real Estate Management III, L.P., 2 Manhattanville Road Purchase, NY 10577. Each of Messrs. Black, Hannan and Mack disclaims beneficial ownership of the units beneficially owned by the Reporting Persons.

EX-99.1 2 a06-19187_1ex99d1.htm EX-99.1

Exhibit 99.1

Joint Filing Agreement

We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us.

Dated as of: September 18, 2006

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
		Stuart Koenig
		Vice President

APOLLO REAL ESTATE ADVISORS III, L.P.

By:	APOLLO REAL ESTATE CAPITAL ADVISORS III, INC.
	its general partner

	By:	/s/ Stuart Koenig
		Stuart Koenig
		Vice President

APOLLO REAL ESTATE MANAGEMENT III, L.P.

By:	APOLLO REAL ESTATE MANAGEMENT III, INC.
	its general partner

	By:	/s/ Stuart Koenig
		Stuart Koenig
		Vice President

EX-99.7 3 a06-19187_1ex99d7.htm EX-99.7

Exhibit 99.7

EXECUTION COPY

VOTING AGREEMENT

This Voting Agreement (“Agreement”) is made and entered into as of July 23, 2006, by and between Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”), and the undersigned limited partner (“Stockholder”) in The Newkirk Master Limited Partnership (“MLP”), the general partner of which is Newkirk Realty Trust, Inc., a Maryland corporation (“NRT”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Stockholder is the holder of record and/or the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of NRT Common Stock and/or the NRT OP Units;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and NRT are entering into an Agreement and Plan of Merger (the “Merger Agreement”) which provides, upon the terms and subject to the conditions set forth therein, for the merger of NRT with and into the Company (the “Merger”); and

WHEREAS, as a condition and inducement to the Company’s willingness to enter into the Merger Agreement, Stockholder has agreed to execute and deliver this Agreement.

AGREEMENT

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, agree as follows:

1. Agreement to Vote Subject Securities. Prior to the Termination Date (as defined in Section 6), at every meeting of the stockholders of NRT and/or the unitholders of MLP called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of NRT with respect to any of the following, Stockholder shall vote or cause to be voted the Subject Securities: (a) in favor of approval and adoption of (i) the Merger Agreement including, without limitation, the Exchange Ratio (as defined therein), (ii) the Merger, (iii) the Second Amended and Restated Agreement of Limited Partnership of the Lexington Master Limited Partnership (formerly know as The Newkirk Master Limited Partnership), and (iv) any other matter contemplated under the Merger Agreement or that could reasonably be expected to facilitate the Merger that is put to a vote of the NRT Stockholders or holders of the NRT OP Units; (b) against any NRT Acquisition Proposal, other than in connection with the Merger, between NRT and any Person other than the Company; and (c) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of NRT under the Merger Agreement or which would result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled.

2. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to the Company a proxy in the form attached hereto as Exhibit A

(the “Proxy”), which shall be irrevocable to the fullest extent permitted by law, with respect to the Subject Securities referred to therein.

3. Agreement to Retain Subject Securities.

(a) Restriction on Transfer. During the period from the date of this Agreement through the Termination Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer, including without limitation, the pledge of Subject Securities in accordance with the provisions of that certain Lock-up Agreement, dated as of November 1, 2005, between the Stockholder and certain underwriters (the “Lock-up Agreement”), of any of the Subject Securities to be effected, unless, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by the terms of this Agreement and delivers a proxy to the Company in substantially the form of Exhibit A. , Notwithstanding the foregoing, nothing herein shall restrict or prohibit the transfer of Subject Securities upon foreclosure of any pledge listed on Schedule 4(c) attached hereto.

(b) Restriction on Transfer of Voting Rights. During the period from the date of this Agreement through the Termination Date, Stockholder shall ensure that, without the Company’s written consent: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy (other than the Proxy granted herein) is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

4. Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents and warrants to the Company as follows:

(a) Due Authorization, Etc. All consents, approvals, authorizations and orders necessary for the execution and delivery by Stockholder of this Agreement and the Proxy have been obtained, and Stockholder has full right, power and authority to enter into this Agreement and the Proxy. This Agreement and the Proxy have been duly executed and delivered by Stockholder and constitute valid and binding agreements of Stockholder enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

(b) No Conflict. The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of and under this Agreement and the Proxy by Stockholder will not, conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Subject Securities held by the Stockholder.

(c) Title to Securities. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances or restrictions other than pursuant to pledges listed on Schedule 4(c) attached hereto) the number of outstanding shares of NRT Common Stock and NRT OP Units, respectively, set forth under the headings “Shares Held of Record” on the signature page hereof; (b) Stockholder Owns the additional securities of NRT set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; and (c) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of NRT, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any

shares of capital stock or other securities of NRT, other than the shares and options, warrants and other rights set forth on the signature page hereof.

5. Additional Covenants of Stockholder.

(a) Further Assurances. From time to time and without additional consideration, Stockholder shall (at Stockholder’s sole expense) execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall (at Stockholder’s sole expense) take such further actions, as the Company may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

6. Certain Definitions. For purposes of this Agreement,

(a) “NRT Common Stock” means the common stock, $.01 par value per share, of NRT.

(b) “NRT OP Units” means the partnership units of MLP.

(c) Stockholder is deemed to “Own” or to have acquired “Ownership” of a security if Stockholder is the “beneficial owner” of such security within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(d) “Person” means any (i) individual, (ii) corporation, limited liability company, partnership or other entity, or (iii) Governmental Authority.

(e) “Subject Securities” means: (i) all securities of NRT (including all shares of NRT Common Stock, NRT OP Units and all options, warrants and other rights to acquire shares of NRT Common Stock or NRT OP Units) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of NRT (including all additional shares of NRT Common Stock, NRT OP Units and all additional options, warrants and other rights to acquire shares of NRT Common Stock or NRT OP Units) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Termination Date including, without limitation, NRT Common Stock acquired in connection with the redemption or exchange of NRT OP Units.

(f) “Termination Date” means the earlier to occur of the date (i) the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, (ii) the Merger Agreement terminates in accordance with its terms, (iii) upon which the NRT Board publicly withdraws its recommendation of the Merger, or (iv) upon which the NRT Board publicly recommends or approves any NRT Acquisition Proposal other than that contemplated in the Merger Agreement.

(g) A Person is deemed to have effected a “Transfer” of a security if such Person directly or indirectly: (i) sells, pledges (other than as permitted under the Lock-up Agreement), encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than the Company or MLP; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant

of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than the Company; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to such security; provided, however, that, notwithstanding anything in this Agreement to the contrary, nothing herein shall restrict any redemption of NRT OP Units in exchange for NRT Common Stock in accordance with the terms of the currently effective amended and restated limited partnership agreement of MLP (which NRT Common Stock shall also be Subject Securities).

7. Miscellaneous.

(a) Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and his heirs, estate, executors and personal representatives and his or its successors and assigns, and shall inure to the benefit of the Company and its successors and assigns. Without limiting any of the restrictions set forth in Section 3(a) or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Company and its successors and assigns) any rights or remedies of any nature.

(b) Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached and in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement or in the Proxy, the Company shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach.

(c) Waiver. No failure on the part of the Company to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Company in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall not be deemed to have waived any claim available to the Company arising out of this Agreement, or any power, right, privilege or remedy of the Company under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Company; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

(d) Governing Law; Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts or choice of law. Any legal action or other legal proceeding relating to this Agreement or the Proxy or the enforcement of any provision of this Agreement or the Proxy

may be brought or otherwise commenced in any state or federal court located in the State of New York.

(e) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall constitute one instrument.

(f) Entire Agreement. This Agreement and the Proxy constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties.

(g) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.

[Signature page follows.]

The parties have caused this Agreement to be duly executed on the date first above written.

	LEXINGTON CORPORATE PROPERTIES TRUST:

	By:
	Name:
	Title:

	Address for notices:

	Lexington Corporate Properties Trust
	One Penn Plaza, Suite 4015
	New York, New York 10119-4015
	Fax: (212) 594-6600
	Attention:				T. Wilson Eglin
					Joseph S. Bonventre

	with a copy (which shall not constitute notice) to:

	Paul, Hastings, Janofsky & Walker LLP
	75 East 55th Street
	New York, New York 10022
	Attn: Mark Schonberger, Esq.
	Facsimile: (212) 319-4090

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[Voting Agreement Apollo Real Estate Investment Fund III, L.P. Signature Page]

STOCKHOLDER:

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

Address for notices:

Apollo Real Estate Investment Fund III, L.P.
60 Columbus Circle
20th Floor
New York, NY 10023
Attn: Stuart Koenig
Fax: 212-515-3283

with a copy (which shall not constitute notice) to:

Post Heymann & Koffler LLP
Two Jericho Plaza, Wing A
Jericho, New York 11753
Attn: David J. Heymann, Esq.
Fax: 516-433-2777

NRT Common Stock Shares Held of Record		NRT OP Units Held of Record		Additional Securities Beneficially Owned
—		4,826,665.83		—

EXHIBIT A

IRREVOCABLE PROXY

The undersigned stockholder (the “Stockholder”) of Newkirk Realty Trust, Inc., a Maryland corporation (“NRT”) and/or a unit holder of The Newkirk Master Limited Partnership, a Delaware limited partnership (“MLP”), hereby irrevocably (to the fullest extent permitted by law) appoints Mr. Joseph S. Bonventre and Mr. Patrick Carroll, and Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein (to the full extent that the undersigned is entitled to do so) and subject to all the limitations and restrictions provided herein with respect to the Subject Securities. For purposes of this Irrevocable Proxy (the “Proxy”), (a) “Subject Securities” means: (i) all securities of NRT (including all shares of common stock of NRT (“NRT Common Stock”), partnership units of MLP (“MLP Units”) and all options, warrants and other rights to acquire shares of NRT Common Stock or MLP Units) Owned by Stockholder as of the date of this Proxy; and (ii) all additional securities of NRT (including all additional shares of NRT Common Stock, MLP Units and all additional options, warrants and other rights to acquire shares of NRT Common Stock or MLP Units) of which Stockholder acquires Ownership during the period from the date of this Proxy through the Termination Date, and (b) any Stockholder is deemed to “Own” or to have acquired “Ownership” of a security if such Stockholder is the “beneficial owner” of such security within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Subject Securities are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Subject Securities at any time prior to the Termination Date (as defined below).

This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith, by and between the Company and the undersigned stockholder, and is granted in consideration of the Company entering into that certain Agreement and Plan of Merger (the “Merger Agreement”), of even date herewith, by and among NRT and the Company. The Merger Agreement provides for the merger of NRT with and into the Company (the “Merger”). As used herein, the term “Termination Date” shall mean the earlier to occur of the date (i) the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, (ii) the Merger Agreement terminates in accordance with its terms, (iii) upon which the NRT Board publicly withdraws its recommendation of the Merger, or (iv) upon which the NRT Board publicly recommends or approves any NRT Acquisition Proposal other than as contemplated in the Merger Agreement.

The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the Termination Date, to act as the undersigned’s attorney and proxy to vote the Subject Securities, and to exercise all voting and other rights of the undersigned with respect to the Subject Securities (including, without limitation, the power to execute and deliver written consents pursuant to Maryland General Corporation Law), at every annual, special or adjourned meeting of the stockholders of NRT or

MLP and in every written consent in lieu of such meeting: (i) in favor of approval and adoption of (A) the Merger Agreement including, without limitation, the Exchange Ratio (as defined therein), (B) the Merger, (C) the Second Amended and Restated Agreement of Limited Partnership of the Lexington Master Limited Partnership (formerly known as The Newkirk Master Limited Partnership), and (D) any other matter contemplated under the Merger Agreement or that could reasonably be expected to facilitate the Merger; (ii) against any NRT Acquisition Proposal (as defined in the Merger Agreement), other than the Merger, between NRT and any person or entity (other than the Company or Merger Sub); and (iii) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of NRT under the Merger Agreement or which could result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled.

This Proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Subject Securities).

Dated: [ ], 2006

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


Number of shares of common stock of NRT owned of record as of the date of this proxy:

0


Number of partnership units of MLP owned of record as of the date of this proxy:

4,826,665.83

Schedule 4(c)

LIENS AND RESTRICTIONS

Lock-up Agreement, dated November 7, 2005, from Apollo Real Estate Investment Fund III, L.P. in favor of Bear, Stearns & Co. Inc. and Credit Suisse First Boston LLC, as Representatives of the several underwriters

EX-99.8 4 a06-19187_1ex99d8.htm EX-99.8

Exhibit 99.8

EXECUTION COPY

VOTING AGREEMENT

RECITALS

WHEREAS, as a condition and inducement to the Company’s willingness to enter into the Merger Agreement, Stockholder has agreed to execute and deliver this Agreement.

AGREEMENT

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, agree as follows:

2. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to the Company a proxy in the form attached hereto as Exhibit A

(the “Proxy”), which shall be irrevocable to the fullest extent permitted by law, with respect to the Subject Securities referred to therein.

3. Agreement to Retain Subject Securities.

(a) Restriction on Transfer. During the period from the date of this Agreement through the Termination Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer, including without limitation, the pledge of Subject Securities in accordance with the provisions of that certain Lock-up Agreement, dated as of November 1, 2005, between the Stockholder and certain underwriters (the “Lock-up Agreement”), of any of the Subject Securities to be effected, unless, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by the terms of this Agreement and delivers a proxy to the Company in substantially the form of Exhibit A. , Notwithstanding the foregoing, nothing herein shall restrict or prohibit the transfer of Subject Securities upon foreclosure of any pledge listed on Schedule 4(c) attached hereto.

(b) Restriction on Transfer of Voting Rights. During the period from the date of this Agreement through the Termination Date, Stockholder shall ensure that, without the Company’s written consent: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy (other than the Proxy granted herein) is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

4. Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents and warrants to the Company as follows:

(a) Due Authorization, Etc. All consents, approvals, authorizations and orders necessary for the execution and delivery by Stockholder of this Agreement and the Proxy have been obtained, and Stockholder has full right, power and authority to enter into this Agreement and the Proxy. This Agreement and the Proxy have been duly executed and delivered by Stockholder and constitute valid and binding agreements of Stockholder enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

(b) No Conflict. The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of and under this Agreement and the Proxy by Stockholder will not, conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Subject Securities held by the Stockholder.

(c) Title to Securities. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances or restrictions other than pursuant to pledges listed on Schedule 4(c) attached hereto) the number of outstanding shares of NRT Common Stock and NRT OP Units, respectively, set forth under the headings “Shares Held of Record” on the signature page hereof; (b) Stockholder Owns the additional securities of NRT set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; and (c) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of NRT, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any

shares of capital stock or other securities of NRT, other than the shares and options, warrants and other rights set forth on the signature page hereof.

5. Additional Covenants of Stockholder.

(a) Further Assurances. From time to time and without additional consideration, Stockholder shall (at Stockholder’s sole expense) execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall (at Stockholder’s sole expense) take such further actions, as the Company may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

6. Certain Definitions. For purposes of this Agreement,

(a) “NRT Common Stock” means the common stock, $.01 par value per share, of NRT.

(b) “NRT OP Units” means the partnership units of MLP.

(c) Stockholder is deemed to “Own” or to have acquired “Ownership” of a security if Stockholder is the “beneficial owner” of such security within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(d) “Person” means any (i) individual, (ii) corporation, limited liability company, partnership or other entity, or (iii) Governmental Authority.

(e) “Subject Securities” means: (i) all securities of NRT (including all shares of NRT Common Stock, NRT OP Units and all options, warrants and other rights to acquire shares of NRT Common Stock or NRT OP Units) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of NRT (including all additional shares of NRT Common Stock, NRT OP Units and all additional options, warrants and other rights to acquire shares of NRT Common Stock or NRT OP Units) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Termination Date including, without limitation, NRT Common Stock acquired in connection with the redemption or exchange of NRT OP Units.

(f) “Termination Date” means the earlier to occur of the date (i) the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, (ii) the Merger Agreement terminates in accordance with its terms, (iii) upon which the NRT Board publicly withdraws its recommendation of the Merger, or (iv) upon which the NRT Board publicly recommends or approves any NRT Acquisition Proposal other than that contemplated in the Merger Agreement.

(g) A Person is deemed to have effected a “Transfer” of a security if such Person directly or indirectly: (i) sells, pledges (other than as permitted under the Lock-up Agreement), encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than the Company or MLP; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant

of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than the Company; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to such security; provided, however, that, notwithstanding anything in this Agreement to the contrary, nothing herein shall restrict any redemption of NRT OP Units in exchange for NRT Common Stock in accordance with the terms of the currently effective amended and restated limited partnership agreement of MLP (which NRT Common Stock shall also be Subject Securities).

7. Miscellaneous.

(a) Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and his heirs, estate, executors and personal representatives and his or its successors and assigns, and shall inure to the benefit of the Company and its successors and assigns. Without limiting any of the restrictions set forth in Section 3(a) or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Company and its successors and assigns) any rights or remedies of any nature.

(b) Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached and in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement or in the Proxy, the Company shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach.

(c) Waiver. No failure on the part of the Company to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Company in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall not be deemed to have waived any claim available to the Company arising out of this Agreement, or any power, right, privilege or remedy of the Company under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Company; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

(d) Governing Law; Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts or choice of law. Any legal action or other legal proceeding relating to this Agreement or the Proxy or the enforcement of any provision of this Agreement or the Proxy

may be brought or otherwise commenced in any state or federal court located in the State of New York.

(e) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall constitute one instrument.

(f) Entire Agreement. This Agreement and the Proxy constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties.

(g) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.

[Signature page follows.]

The parties have caused this Agreement to be duly executed on the date first above written.

	LEXINGTON CORPORATE PROPERTIES TRUST:


	By:
	Name:
	Title:

	Address for notices:

	Lexington Corporate Properties Trust
	One Penn Plaza, Suite 4015
	New York, New York 10119-4015
	Fax: (212) 594-6600
	Attention:				T. Wilson Eglin
					Joseph S. Bonventre

	with a copy (which shall not constitute notice) to:

	Paul, Hastings, Janofsky & Walker LLP
	75 East 55th Street
	New York, New York 10022
	Attn: Mark Schonberger, Esq.
	Facsimile: (212) 319-4090

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[Voting Agreement AP-Newkirk Holdings LLC Signature Page]

	STOCKHOLDER:

	AP-NEWKIRK HOLDINGS LLC

	By:	Kronus Property III, Inc.
		its manager


		By


	Address for notices:

	AP-Newkirk Holdings
	60 Columbus Circle
	20th Floor
	New York, NY 10023
	Attn: Stuart Koenig
	Fax: 212-515-3283

	with a copy (which shall not constitute notice) to:

	Post Heymann & Koffler LLP
	Two Jericho Plaza, Wing A
	Jericho, New York 11753
	Attn: David J. Heymann, Esq.
	Fax: 516-433-2777

NRT Common Stock Shares Held of Record		NRT OP Units Held of Record		Additional Securities Beneficially Owned
—		18,532,387		—

EXHIBIT A

IRREVOCABLE PROXY

This Proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Subject Securities).

Dated: [ ], 2006

	AP-NEWKIRK HOLDINGS LLC

	By:	Kronus Property III, Inc.
		its manager

		By


	Number of shares of common stock of NRT owned of record as of the date of this proxy:

	0


	Number of partnership units of MLP owned of record as of the date of this proxy:

	18,532,387

Schedule 4(c)

LIENS AND RESTRICTIONS

Pledge of 18,532,387 units pursuant to that certain Ownership Interest Pledge and Security Agreement, dated as of December 21, 2005, by and between AP-Newkirk Holdings LLC, a Delaware limited liability company, and Fleet National Bank

Under the Securities Exchange Act of 1934 (Amendment No. )*

Dated as of: September 18, 2006

3. Agreement to Retain Subject Securities.

shares of capital stock or other securities of NRT, other than the shares and options, warrants and other rights set forth on the signature page hereof.

5. Additional Covenants of Stockholder.

(a) “NRT Common Stock” means the common stock, $.01 par value per share, of NRT.

(b) “NRT OP Units” means the partnership units of MLP.

(c) Stockholder is deemed to “Own” or to have acquired “Ownership” of a security if Stockholder is the “beneficial owner” of such security within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(d) “Person” means any (i) individual, (ii) corporation, limited liability company, partnership or other entity, or (iii) Governmental Authority.

7. Miscellaneous.

may be brought or otherwise commenced in any state or federal court located in the State of New York.

(e) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall constitute one instrument.

3. Agreement to Retain Subject Securities.

5. Additional Covenants of Stockholder.

(a) “NRT Common Stock” means the common stock, $.01 par value per share, of NRT.

(b) “NRT OP Units” means the partnership units of MLP.

(c) Stockholder is deemed to “Own” or to have acquired “Ownership” of a security if Stockholder is the “beneficial owner” of such security within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(d) “Person” means any (i) individual, (ii) corporation, limited liability company, partnership or other entity, or (iii) Governmental Authority.

7. Miscellaneous.

(e) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall constitute one instrument.

Under the Securities Exchange Act of 1934
(Amendment No. )*