SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 24, 2003
THE NEWKIRK MASTER LIMITED PARTNERSHIP
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-50268 11-3636084
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(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
(617) 570-4600
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure
On November 24, 2003, your partnership obtained a $208,473,427 loan
from Fleet National Bank which bears interest at the election of your
partnership at a rate equal to either (i) the LIBOR Rate (as defined) plus 450
basis points and (ii) the prime rate then charged by Fleet National Bank plus
250 basis points. The loan was obtained to replace the existing loan from Fleet
National Bank and effectively reduced the interest rate on such borrowings from
a minimum of 8.5% to floating rate which is presently 5.7% and that will in no
event exceed 9.5% (after giving effect to the interest rate protection agreement
entered into by your partnership). The loan is scheduled to mature on November
24, 2006, subject to two one-year extensions. The loan requires monthly payments
of interest only. In addition, mandatory prepayments of principal are required
from proceeds of property sales and refinancings and other asset sales, as well
as up to $1,250,000 per quarter to the extent that T-Two Partners, L.P. does not
make the required principal payments on the T-Two Loan (as defined below). Your
partnership can prepay the loan in whole or in part at any time together with a
premium of 1% if such prepayment occurs on or before November 24, 2004, 1/2% if
such prepayment occurs between November 25, 2004 and November 24, 2005 and
thereafter with no premium. The loan is secured by substantially all of the
assets of your partnership and contains customary financial and other covenants
consistent with the prior loan.
In connection with the loan, T-Two Partners, L.P. ("T-Two Partners"),
an affiliate of your partnership also obtained a loan from Fleet National Bank
in the principal amount of $316,526,573 (the "T-Two Loan"). The interest rate,
maturity date and principal terms of the T-Two Loan are the same as your
partnership's loan. In consideration for the T-Two Partners providing a credit
line to your partnership, which credit line bears interest at LIBOR plus 450
basis points, and for modifying the existing Put/Call Agreement (see below)
pursuant to which the partners of T-Two Partners could have put their interests
in T-Two Partners to your partnership in exchange for limited partnership
interests in your partnership, your partnership agreed to guarantee the
obligations of T-Two Partners under the T-Two Loan.
In connection with the loan, your partnership, T-Two Partners, and the
general and limited partner of T-Two Partners entered into an Omnibus Agreement;
Put-Call Option Agreement Amendment; Loan Commitment and Agreement to Guaranty
(the "Call Agreement") pursuant to which, among other things, the parties
terminated the existing put/call rights with respect to your partnership's
ability to acquire, or the partners of T-Two Partners to put to your
partnership, a 100% ownership interest in T-Two Partners in exchange for units
in your partnership. In exchange, your partnership was granted the option to
acquire either (i) a 100% ownership interest in T-Two Partners from the partners
of T-Two Partners or (ii) the ownership interests of T-Two Partners in the
grantor trust (the "T-Two Assets") at any time between November 24, 2006 and
November 24, 2009 for a cash purchase price equal to $316,526,572.73 (the
"Initial Amount"); plus the sum of all expenses incurred by T-Two Partners in
connection with the T-Two Loan or any refinancing thereof, including any
expenses associated with modifying the grantor trust agreement, plus interest
thereon at a rate equal to LIBOR plus 450 basis points (the "Applicable Rate");
less the principal amortization from the date hereof to (but not including) the
closing date of the acquisition of the T-Two Interests on a hypothetical loan
made on the date hereof subject to the following terms: (1) original principal
amount equal to the Initial Amount; (2) interest at the Applicable Rate; and (3)
payments made thereon equal to all actual interest and principal payments made
on account of the Contract Receivables, including, without limitation, regular
payments, prepayments and casualty payments, other than the Contract Receivable
made by Newkirk Sablemart L.P. assuming in the case of each such payment that
the payment is applied first to current interest (at the Applicable Rate) on the
hypothetical loan balance and then to principal amortization.
Also pursuant to the Call Agreement, T-Two Partners agreed to provide
to your partnership a revolving credit line which loan shall bear interest at
the Applicable Rate.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Master Loan Agreement, dated November 24, 2003, among The Newkirk
Master Limited Partnership, T-Two Partners, L.P., and Fleet National
Bank and the lenders party thereto.
10.2 Master Promissory Note, dated as of November 24, 2003, by The Newkirk
Master Limited Partnership in favor of Fleet National Bank.
10.3 Security Agreement, dated as of November 24, 2003, between The Newkirk
Master Limited Partnership and Fleet National Bank.
10.4 Ownership Interest Pledge and Security Agreement, dated as of November
24, 2003, from The Newkirk Master Limited Partnership, Newkirk GP
Holding LLC and General Partners of certain Limited Partnerships to
Fleet National Bank.
10.5 Ownership Interest Pledge and Security Agreement (GMAC Partnerships),
dated as of November 24, 2003, from The Newkirk Master Limited
Partnership to Fleet National Bank.
10.6 Ownership Interest Pledge and Security Agreement (Subsidiaries), dated
as of November 24, 2003, from The Newkirk Master Limited Partnership to
Fleet National Bank.
10.7 Ownership Interest Pledge and Security Agreement (Finco and Capital),
dated as of November 24, 2003, from The Newkirk Master Limited
Partnership to Fleet National Bank.
10.8 Amended and Restated Indemnity Agreement, dated as of November 24,
2003, among Newkirk NL Holdings, LLC, Newkirk MLP Corp., Vornado
Realty, L.P., Vornado Newkirk, LLC, VNK L.L.C., Apollo Real Estate
Investment Fund III, L.P., The Newkirk Master Limited Partnership and
Fleet National Bank.
10.9 Guaranty from The Newkirk Master Limited Partnership to Fleet National
Bank.
10.10 Omnibus Agreement; Put-Call Option Agreement Amendment; Loan Commitment
and Agreement to Guaranty dated as of November 24, 2003, among The
Newkirk Master Limited Partnership, NK-CR Holdings LLC, Holdings
Subsidiary LLC, and T-Two Partners, L.P.
10.11 Revolving Credit Agreement, dated as of November 24, 2003, between
T-Two Partners, L.P. and The Newkirk Limited Partnership.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized this 25th day of November, 2003.
THE NEWKIRK MASTER LIMITED PARTNERSHIP
By: MLP GP LLC
General Partner
By: Newkirk MLP Corp.
Manager
By: /s/ Peter Braverman
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Peter Braverman
Executive Vice President
EXHIBIT INDEX
Exhibit No. Description Page
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10.1 Master Loan Agreement, dated November 24, 2003, among The Newkirk *
Master Limited Partnership, T-Two Partners, L.P., and Fleet National
Bank and the lenders party thereto.
10.2 Master Promissory Note, dated as of November 24, 2003, by The Newkirk *
Master Limited Partnership in favor of Fleet National Bank.
10.3 Security Agreement, dated as of November 24, 2003, between The Newkirk *
Master Limited Partnership and Fleet National Bank.
10.4 Ownership Interest Pledge and Security Agreement, dated as of November *
24, 2003, from The Newkirk Master Limited Partnership, Newkirk GP
Holding LLC and General Partners of certain Limited Partnerships to
Fleet National Bank.
10.5 Ownership Interest Pledge and Security Agreement (GMAC Partnerships), *
dated as of * November 24, 2003, from The Newkirk Master Limited
Partnership to Fleet National Bank.
10.6 Ownership Interest Pledge and Security Agreement (Subsidiaries), dated *
as of November 24, 2003, from The Newkirk Master Limited Partnership to
Fleet National Bank.
10.7 Ownership Interest Pledge and Security Agreement (Finco and Capital), *
dated as of * November 24, 2003, from The Newkirk Master Limited
Partnership to Fleet National Bank.
10.8 Amended and Restated Indemnity Agreement, dated as of November 24, *
2003, among Newkirk NL Holdings, LLC, Newkirk MLP Corp., Vornado
Realty, L.P., Vornado Newkirk, LLC, VNK Corp., Apollo Real Estate Fund
III, L.P., The Newkirk Master Limited Partnership and Fleet National
Bank.
10.9 Guaranty from The Newkirk Master Limited Partnership to Fleet National *
Bank
10.10 Omnibus Agreement; Put-Call Option Agreement Amendment; Loan Commitment *
and Agreement to Guaranty dated as of November 24, 2003, among The
Newkirk Master Limited Partnership, NK-CR Holdings LLC, Holdings
Subsidiary LLC, and T-Two Partners, L.P.
10.11 Revolving Credit Agreement, dated as of November 24, 2003, between *
T-Two Partners, L.P. and The Newkirk Limited Partnership
* Annexed hereto