Exhibit 4.2

            "6.8 Operation in Accordance with REIT Requirements. For all taxable
years of the Company, any MLP Entity or Covered Transaction Entity (as
applicable) during any portion of which Vornado holds, directly or indirectly,
an interest in the Company, any MLP Entity or such Covered Transaction Entity,
Brynmawr and each Person comprising the Apollo Group, to the extent such Person
(either alone or jointly with the other such Persons) has the ability to control
any one or more of the MLP Entities, (1) shall manage and operate the MLP
Entities so as to cause each of the MLP Entities to be in compliance with the
Specified REIT Rules, (2) shall manage and operate the MLP Entities so as to
cause each of the MLP Entities to be in compliance with the General REIT Rule,
and (3) shall cooperate with commercially reasonable (and reasonably specific)
requests made by Vornado from time to time to manage and operate the MLP
Entities, and structure transactions for the MLP Entities, so as in each case,
to minimize non-qualifying REIT assets and income to Vornado Trust.

            For all taxable years of the Company, any MLP Entity or Covered
Transaction Entity (as applicable) during any portion of which Vornado holds,
directly or indirectly, an interest in the Company, any MLP Entity or such
Covered Transaction Entity, each of the Company and the Apollo Group agrees, for
the benefit of the Vornado Group, that neither the Company nor the Apollo Group
shall act, directly or indirectly, in any manner that would result in violation
of any of clauses (a) through (h) and clauses (j) and (k) below (such
provisions, as the same may be revised or supplemented from time to time by
notice from Vornado, the "Specified REIT Rules") . In this Section 6.8,
references to the Company shall include Covered Transactions or Covered
Transaction Entities, as defined in Section 6.2(d) hereof. Nothing in this
Section 6.8 shall impair or otherwise affect the rights and obligations of the
parties hereto with respect to a Covered Transaction, Covered Transaction Entity
or Net Lease Partnership as set forth in Section 6.2(b) hereof.

            (a) Not more than 25 percent of the gross income of the Company, the
MLP or the General Partner of the MLP allocable (for purposes of Section
856(c)(3) of the Code) to Vornado for any taxable year shall fail to qualify as
one of the following:

                  (i) "rents from real property" within the meaning of Section
      856(d) of the Code,

                  (ii) interest on obligations secured by mortgages on real
      property or on interests in real property, provided, however, if Vornado
      has agreed that the Company or any MLP Entity may retain a note that is
      not secured by real property or interests in real property, interest on
      such note shall be excluded for purposes of this clause (a),

<PAGE>

                  (iii) gain from the sale or other disposition of real property
      (including interests in real property and interests in mortgages on real
      property) that is not described in Section 1221(a)(l) of the Code,

                  (iv) dividends or other distributions on, and gain (other than
      gain from "prohibited transactions", as defined in Section 857(b)(6) of
      the Code) from the sale or other disposition of transferable shares in
      qualifying real estate investment trusts ("REITs"), or

                  (v) amounts described in Section 856(c)(3)(E) through
      856(c)(3)(I) of the Code.

            (b) Not more than 5 percent of the gross income of the Company or
the MLP allocable (for purposes of Section 856(c)(2) of the Code) to Vornado for
any such taxable year shall fail to qualify as one of the following:

                  (i) the items of income described in clause (a) of this
      Section 6.8 (other than those described in Section 856(c)(3)(I) of the
      Code),

                  (ii) gain realized from the sale or other disposition of stock
      or securities which are not property described in Section 1221(a)(l) of
      the Code,

                  (iii) interest,

                  (iv) dividends or

                  (v) income derived from payments to the Company, any MLP
      Entity or any Net Lease Partnership on interest rate swap or cap
      agreements, options, futures contracts, forward rate agreement or other
      similar financial instruments entered into to reduce the interest rate
      risks with respect to any indebtedness incurred or to be incurred to
      acquire or carry real estate assets, or gain from the sale or other
      disposition of such an investment.

            (c) As of the close of each quarter of each such taxable year, not
more than 25 percent of the total assets of the Company, the MLP or any Net
Lease Partnership allocable (for purposes of Section 856(c)(4) of the Code) to
Vornado would fail to qualify as one of the following:

                  (i) real estate assets within the meaning of Sections
      856(c)(4) and 856(c)(5)(B) of the Code,

                  (ii) cash and cash items (including receivables which arise in
      the ordinary course of the Company's or any MLP Entity's operations, but
      not including receivables purchased from another person), or

                  (iii) U.S. Government securities.
<PAGE>

            (d) None of the Company, the MLP, the General Partner of the MLP or
any Net Lease Partnership shall own, directly or indirectly, securities (other
than Excluded Securities) if, for purposes of Section 856(c)(4)(B)(iii), the
Company, the MLP, the General Partner of the MLP or any Net Lease Partnership
would be considered to own (a) more than 10% of the total voting power of the
outstanding securities of any one issuer, or (b) more than 10% of the total
value of the outstanding securities of any one issuer. Not more than 5% of the
value of the total assets attributable to the Company, the MLP, the General
Partner of the MLP or any Net Lease Partnership will be represented by
securities (other than Excluded Securities) of any one issuer.

            (e) The Vornado Group and the Apollo Group shall take such steps as
they may deem reasonably necessary to insure that each of the Company, any MLP
Entity and any Net Lease Partnership does not hold, directly or indirectly (as
determined for purposes of Section 857(b)(6) of the Code) any (i) stock in trade
or other property of a kind that would properly be includable in inventory at
hand at the close of a taxable year or (ii) property held primarily for sale to
customers in the ordinary course of a trade or business.

            (f) None of the Company, any MLP Entity or any Net Lease Partnership
shall hold, directly or indirectly (as determined for purposes of Section 860E
of the Code) any REMIC residual interests.

            (g) None of the Company, any MLP Entity or any Net Lease Partnership
shall acquire, directly or indirectly, assets from any corporation where the
Company's, any MLP Entity's or any Net Lease Partnership's federal income tax
basis in such assets would be determined, in whole or in part, by reference to
the federal income tax basis that the corporation had in such assets.

            (h) Schedule 6.8(h) is a list of each entity that the Company, any
MLP Entity or any Net Lease Partnership, and any entity that is treated as a
partnership for federal income tax purposes in which the Company, any MLP Entity
or any Net Lease Partnership holds, or is treated as holding an interest, is
both (i) utilizing to provide services to tenants or with respect to the
properties in which the Company, any MLP Entity or any Net Lease Partnership
owns a direct or indirect interest, and (ii) treating as an "independent
contractor", within the meaning of Section 856(d)(3) of the Code and Treasury
Regulations Section 1.856-4(b)(5)(iii), for purposes of determining compliance
with the agreements set forth in clauses (a) and (b) of this Section 6.8. None
of the Company, any MLP Entity and any Net Lease Partnership shall use any
entities (other than those listed on Schedule 6.8(h)) to provide such services
without the prior consent of Vornado.

            (i) Newkirk or Brynmawr, as applicable, shall deliver to Vornado, at
such times as may reasonably be requested by Vornado, a certificate or
certificates signed by an authorized officer of Newkirk or Brynmawr, to the
effect that (i) the Apollo Group has complied with the agreements set forth in
this Section 6.8 and Sections 6.2(b) and 6.8A and (ii) after due inquiry, to the
actual knowledge of the signatory and of the Designated Individuals, the
information set forth in each REIT Deal Summary, Optional REIT Deal Summary and
Apollo Notice (as applicable) remains true and correct, in each case through the
date of such certificate or certificates and that such officer anticipates that
the Apollo Group will continue to comply with such agreements. In addition,
Newkirk and Brynmawr shall cooperate with Vornado, including, without
limitation, by providing information and documents relating to the income and
assets of the Company or the MLP, even if Vornado at such time no longer holds
an interest in the Company or any MLP Entity, in addressing issues raised by any
taxing authority in any audit or similar proceeding relating to any Person in
the Vornado Group that relates to or arises out of Vornado's investment in the
Company or any MLP Entity.

<PAGE>

            (j) Without the prior written consent of Vornado identified in a
notice described below, none of the Company, any MLP Entity or any Net Lease
Partnership will, directly or indirectly, acquire securities of, or otherwise
enter into an arrangement causing the Company, any MLP Entity or any Net Lease
Partnership to derive income from, a person identified in a notice described
below that Vornado Trust actually treats as an "independent contractor" for
purposes of Section 856 of the Code. Vornado shall provide a written notice
identifying such persons. If such notice is delivered after a contractual
relationship exists, then Newkirk shall notify Vornado and, if Vornado shall
request the termination of such contractual relationship, then the same shall be
treated as a Structuring Expense.

            (k) Schedule 6.8(k) is a list of all securities (other than Excluded
Securities) and the percentage thereof beneficially owned by the Company, any
MLP Entity or any Net Lease Partnership, and any entity that is treated as a
partnership or disregarded entity for federal income tax purposes, in which the
Company, any MLP Entity or any Net Lease Partnership holds, or is treated as
holding, an interest. None of the Company, any MLP Entity or any Net Lease
Partnership shall purchase any additional securities (other than Excluded
Securities) without the prior written consent of Vornado.

            (l) For purposes of the above covenants and, where applicable,
clauses (p), (q), (r), (s) and (t) of Section 9.2:

                  (i) Gross income will be treated as described in a particular
      subsection or paragraph of Section 856 of the Code, only if such gross
      income may properly be so treated by Vornado Trust.

                  (ii) The following will not be treated as "rents from real
      property":

                        1. rent attributable to personal property, except where
            the personal property is leased under a lease for, or in connection
            with the rental of, real property where in each case the average of
            the fair market values of the personal property at the beginning and
            at the end of the taxable year does not exceed 15 percent of the
            average of the aggregate market values of the real property and the
            personal property leased under such lease at the beginning and at
            the end of such taxable year within the meaning of Section 856(d)(1)
            of the Code;

<PAGE>

                        2. any rent received or accrued, directly or indirectly,
            where the determination of the amount of rent depends on the income
            or profits of any person from the property, except where rent is
            based on a fixed percentage or percentages of receipts or sales
            within the meaning of Section 856(d)(2)(A) of the Code;

                        3. except for rent received or accrued, directly or
            indirectly, from a taxable REIT subsidiary satisfying the
            requirements of Section 856(d)(8) of the Code, any rent (or any
            other consideration under a lease) received or accrued, directly or
            indirectly, from any person in which Vornado Trust owns, directly or
            indirectly (a) in the case of a corporation, 10 percent or more of
            the total combined voting power of all classes of stock entitled to
            vote, or 10 percent or more of the total value of all classes of
            stock, or (b) in the case of an entity other than a corporation, an
            interest of 10 percent or more in the assets or net profits of such
            entity. For purposes of this paragraph, ownership will be determined
            by taking into account the constructive ownership rules of Section
            318(a) of the Code (as modified by Section 856(d)(5) of the Code);
            and

                        4. any "impermissible tenant service income" (as defined
            in Section 856(d)(7) of the Code), with determination of whether a
            party is an "independent contractor" (within the meaning of Section
            856(d)(3) of the Code) to be made with respect to both (i) Vornado
            Trust and (ii) the Company, the MLP or the General Partner in the
            MLP, as applicable;

                  (iii) "Interest" excludes any interest received or accrued,
      directly or indirectly, where the determination of the amount of interest
      depends on the income or profits of any person, except where interest is
      based on a fixed percentage or percentages of receipts or sales (within
      the meaning of Section 856(f)(1)(A) of the Code).

                  (iv) Notwithstanding the provisions of Section 3.2(a), the
      Vornado Group shall have the option to require that a Covered Transaction
      be initiated either through the Company or Newkirk Stock, provided that,
      to the extent consistent with its interest in maintaining Vornado Trust's
      status as a REIT, the Vornado Group and the Apollo Group shall endeavor to
      have any such Covered Transaction made through the Company. Further, if
      Vornado, on the advice of counsel, is of the good faith belief that the
      continued investment in a Covered Transaction will have an adverse
      REIT-related consequence to Vornado Trust, then, at Vornado's request, the
      Company and, to the extent applicable, the parties shall transfer their

<PAGE>

      respective interests in the Covered Transaction to Newkirk Stock, and the
      parties shall make appropriate and reasonable adjustments to the amount of
      Unrecovered Capital Contributions, their respective capital accounts and
      "cash in" and "cash out" for purposes of Vornado Internal Rate of Return.
      Alternatively, Vornado may request that the Covered Transaction be
      restructured in a manner to eliminate such adverse REIT-related
      consequences. If Vornado shall request either the transfer or the
      restructuring described in the two immediately preceding sentences, then
      the direct incremental costs to Newkirk shall be borne by Vornado,
      including any tax liability to Newkirk resulting therefrom and any lost
      after-tax profits. In the event Vornado determines that a particular
      investment held by the Company is a suitable investment for a REIT,
      Newkirk agrees to cooperate with Vornado in effecting the transfer of the
      investment in question."

<PAGE>

                                  SCHEDULE 6.8
                       List of All Corporate MLP Entities

MLP Manager Corp.

Avazar Corp.

Battin Corp.

Chadgold Corp.

Nozar Corp.

Zider Corp.

Zigold Corp.

Venber Corp.

Drewmar Corp.

Jeseb Corp.

Elotrum Corp.

Newkirk GP, LLC

<PAGE>

                                 SCHEDULE 6.8(h)
                         LIST OF INDEPENDENT CONTACTORS


Winthrop Management, LLC
Winthrop Financial Associates, A Limited Partnership
Newkirk Capital LLC
Newkirk Asset Management LLC
11159154.01


                                    6.8(h)-1
<PAGE>

                                 SCHEDULE 6.8(k)
               LIST OF SECURITIES (OTHER THAN EXCLUDED SECURITIES)

Those entities list on Schedule 6.8