Exhibit 10.10
EXCLUSIVITY SERVICES AGREEMENT
EXCLUSIVITY SERVICES AGREEMENT,
dated as of November 7, 2005 (this “Agreement”),
between NEWKIRK REALTY TRUST, INC., a Maryland corporation (the
“Company”) and MICHAEL L. ASHNER
(“Ashner”), an individual.
RECITALS
WHEREAS, pursuant to that certain
Exclusivity Services Agreement, dated as of December 31, 2003,
between First Union Real Estate Equity and Mortgage Investments, an
Ohio business trust (“First Union”), and Ashner (the
“First Union Agreement”), Ashner agreed, subject to
certain conditions, to offer to First Union all Business
Opportunities (as defined in the First Union Agreement) offered to
him during the period that he is serving either as an executive
officer of First Union or as a member of the Board of Trustees of
First Union;
WHEREAS, pursuant to that certain
Acquisition Agreement, dated of even date herewith, between the
Company and First Union (the “Acquisition Agreement”),
simultaneously herewith First Union is assigning to the Company all
of its right, title and interest under the First Union Agreement
solely with respect to Business Opportunities related to Net Lease
Assets (as defined in the Acquisition Agreement);
WHEREAS, it is a condition to the
Company entering into the Acquisition Agreement that Ashner confirm
the assignment provided for in the Acquisition Agreement and enter
into this Agreement;
NOW THEREFORE, in consideration of
the foregoing and mutual provisions and agreements contained
herein, the parties hereto agree as follows:
Article I
Confirmation
of Assignment
Section 1.1
Confirmation
of Assignment . Ashner hereby
consents to the assignment provided for in the Acquisition
Agreement and agrees to be bound by the terms of the First Union
Agreement as in effect on the date hereof.
Section 1.2
No
Modification . Ashner covenants and
agrees that he will not consent to any amendment or modification of
the First Union Agreement to the extent such amendment or
modification would relieve Ashner of his obligations to offer all
Business Opportunities as they relate to Net Lease Assets in
accordance with the terms of the First Union Agreement without the
prior written consent of the Company.
Section 1.3
Representations and
Warranties . Ashner represents and
warrants to the Company that:
(i)
He had the full
power and authority to enter into the First Union Agreement and to
consummate the transaction contemplated thereby and has the
full