Exhibit 10.1
AMENDMENT TO THE INDEMNIFICATION AGREEMENT
THIS AMENDMENT (this "Amendment") is entered into as of the 12th day
of May, 2005, by and among Atlantic Realty Trust ("Seller" ) and Kimco Realty
Corporation ("Buyer") and amends the Indemnification Agreement entered into as
of March 28, 2005 by and among the Seller and Buyer (the "Indemnification
Agreement").
RECITALS
A. Buyer and Seller have entered into the Indemnification Agreement
which, inter alia, provides for a 45 day Exclusivity Period; and
B. Buyer and Seller desire to extend the Exclusivity Period.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
AGREEMENT
1. The Indemnification Agreement is hereby amended to provide that all
references therein to the Exclusivity Period shall refer to the period
commencing on March 28th, 2005 and ending on June 12, 2005. All other
provisions of the Indemnification Agreement shall remain in full force and
effect in accordance with their terms.
2. The laws of the State of New York shall govern the validity, construction,
enforcement, and interpretation of this Amendment, except for the conflict of
law provisions thereof which would result in the application of the laws of
another jurisdiction. This Amendment may be executed in a number of identical
counterparts. If so executed, each of such counterparts is to be deemed an
original for all purposes and all such counterparts shall, collectively,
constitute one agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
NOW WHEREFORE, the parties hereto have executed this Amendment as of
the date first set forth above.
SELLER:
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ATLANTIC REALTY TRUST
By: /s/ Edwin R. Frankel
-------------------------------
Name: Edwin R. Frankel
Title: Executive Vice President
Chief Financial Officer
Address for notices:
Atlantic Realty Trust
747 3rd Avenue
New York, New York 10017
Attention: Joel Pashcow
With a copy to (which shall not
constitute notice):
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8200
Attention: Peter M. Fass, Esq.
[Signature Page to Amendment to Indemnification Agreement]
BUYER:
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KIMCO REALTY CORPORATION
By: /s/ Bruce M. Kauderer
-------------------------------
Name: Bruce M. Kauderer
Title: Vice President
Address for notices:
Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
Attention: General Counsel
With a copy to (which shall not
constitute notice):
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Adam O. Emmerich, Esq.
[Signature Page to Amendment to Indemnification Agreement]