EXHIBIT 10.1
AMENDMENT 3 TO THE INDEMNIFICATION AGREEMENT
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THIS AMENDMENT (this "Amendment") is entered into as of the
11th day of July, 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 (as amended by those
certain Amendments dated May 12, 2005, June 14, 2005, and by this Amendment, the
"Indemnification Agreement").
RECITALS
A. Buyer and Seller entered into the Indemnification Agreement
which, inter alia, provided for a 45 day Exclusivity Period;
B. On May 12, 2005, Buyer and Seller entered into an amendment to
the Indemnification agreement which extended the Exclusivity Period until June
12, 2005; and
C. On June 14, 2005, Buyer and Seller entered into an amendment
to the Indemnification agreement which extended the Exclusivity Period until
July 11, 2005; and
D. Buyer and Seller desire to further 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 August 5, 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/ Joel Pashcow
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Name: Joel Pashcow
Title: CEO
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 2 to Indemnification Agreement]
BUYER:
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KIMCO REALTY CORPORATION
By: /s/ Glenn G. Cohen
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Name: Glenn G. Cohen
Title: Vice President & Treasurer
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]