Exhibit 10.6

                             MASTER PROMISSORY NOTE

$225,000,000.00                                           As of January 30, 2002

1.    Promise To Pay.

      FOR VALUE RECEIVED, The Newkirk Master Limited Partnership, a Delaware
limited partnership having an address at c/o Winthrop Financial Associates,
Seven Bulfinch Place, Boston, Massachusetts 02114 ("Borrower") promises to pay
to the order of FLEET NATIONAL BANK, a national banking association having an
address at 100 Federal Street, Boston, Massachusetts 02110, as Agent on behalf
of the Lenders ("Agent"), the principal sum of Two Hundred Twenty-Five Million
($225,000,000.00) Dollars, or so much thereof as may be advanced, with interest
thereon, until such principal sum shall be fully paid. Interest and principal
shall be payable in installments as provided in the Loan Agreement (as defined
below). The total principal sum, or the amount thereof outstanding, together
with any accrued but unpaid interest, shall be due and payable in full on
January 30, 2005 ("Maturity Date"), which term is further defined in, and is
subject to acceleration, or extension for two (2) one (1) year extensions (each
an "Extended Maturity Date"), in accordance with the Loan Agreement (as defined
below) pursuant to which this Note has been issued.

2.    Loan Agreement.

      This Note is issued pursuant to the terms, provisions and conditions of an
agreement captioned "Loan Agreement" (the "Loan Agreement") dated as of even
date among Borrower, Fleet National Bank and the other financial institutions
named therein (Fleet National Bank and such other institutions, the "Lenders")
and Agent, and evidences the Loan made pursuant thereto. Capitalized terms used
herein which are not otherwise specifically defined shall have the same meaning
herein as in the Loan Agreement. The Lenders shall each be deemed to share a
proportionate interest in this Note in accordance with each Lender's Commitment
Percentage as set forth in the Register maintained by Agent in accordance with
the Loan Agreement.

3.    Acceleration; Event of Default.

      At the option of the holder, this Note and the indebtedness evidenced
hereby shall become immediately due and payable without further notice or
demand, and notwithstanding any prior waiver of any breach or default, or other
indulgence, upon the occurrence at any time of any one or more of the following
events, each of which shall be an "Event of Default" hereunder and under the
Loan Agreement and each other Loan Document: (i) an Event of Default as defined
in or as set forth in the Loan Agreement or any other Loan Document, each as the
same may from time to time hereafter be amended; or (ii) an event which pursuant
to any express provision of the Loan Agreement, or of any other Loan Document,
gives Agent the right to accelerate the Loan. Upon the occurrence and during the
continuance of an Event of Default, Agent shall have, in addition to any rights
and remedies contained herein, any and all rights and remedies set forth in the
Loan Agreement.


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4.    Certain Waivers, Consents and Agreements.

      Except as specifically provided otherwise in the Loan Agreement, each and
every party liable hereon or for the indebtedness evidenced hereby whether as
maker, endorser, guarantor, surety or otherwise hereby: (a) waives presentment,
demand, protest, suretyship defenses and defenses in the nature thereof; (b)
waives any defenses based upon and specifically assents to any and all
extensions and postponements of the time for payment, changes in terms and
conditions and all other indulgences and forbearances which may be granted by
the holder to any party now or hereafter liable hereunder or for the
indebtedness evidenced hereby; (c) agrees to any substitution, exchange,
release, surrender or other delivery of any security or collateral now or
hereafter held hereunder or in connection with the Loan Agreement, or any of the
other Loan Documents, and to the addition or release of any other party or
person primarily or secondarily liable; (d) agrees that if any security or
collateral given to secure this Note or the indebtedness evidenced hereby or to
secure any of the obligations set forth or referred to in the Loan Agreement, or
any of the other Loan Documents, shall be found to be unenforceable in full or
to any extent, or if Agent or any other party shall fail to duly perfect or
protect such collateral, the same shall not relieve or release any party liable
hereon or thereon nor vitiate any other security or collateral given for any
obligations evidenced hereby or thereby; (e) agrees to pay all reasonable costs
and expenses incurred by Agent and Lenders or any other holder of this Note in
connection with the indebtedness evidenced hereby pursuant to the Loan
Agreement, including, without limitation, all reasonable attorneys' fees and
costs, for the closing of the Loan, the collection of the indebtedness evidenced
hereby and the enforcement of rights and remedies hereunder or under the other
Loan Documents, whether or not suit is instituted; and (f) consents to all of
the terms and conditions contained in this Note, the Loan Agreement, and all
other instruments now or hereafter executed evidencing or governing all or any
portion of the security or collateral for this Note and for such Loan Agreement,
or any one or more of the other Loan Documents.

5.    Delay Not A Bar.

      No delay or omission on the part of the holder in exercising any right
hereunder or any right under any instrument or agreement now or hereafter
executed in connection herewith, or any agreement or instrument which is given
or may be given to secure the indebtedness evidenced hereby or by the Loan
Agreement, or any other agreement now or hereafter executed in connection
herewith or therewith shall operate as a waiver of any such right or of any
other right of such holder, nor shall any delay, omission or waiver on any one
occasion be deemed to be a bar to or waiver of the same or of any other right on
any future occasion.


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6.    Partial Invalidity.

      The invalidity or unenforceability of any provision hereof, of the Loan
Agreement, of the other Loan Documents, or of any other instrument, agreement or
document now or hereafter executed in connection with the Loan made pursuant
hereto and thereto shall not impair or vitiate any other provision of any of
such instruments, agreements and documents, all of which provisions shall be
enforceable to the fullest extent now or hereafter permitted by law.

7.    Compliance With Usury Laws.

      All agreements between Borrower, Agent, and Lenders are hereby expressly
limited so that in no contingency or event whatsoever, whether by reason of
acceleration of maturity of the indebtedness evidenced hereby or otherwise,
shall the amount paid or agreed to be paid to Agent or Lenders for the use or
the forbearance of the indebtedness evidenced hereby exceed the maximum
permissible under applicable law. As used herein, the term "applicable law"
shall mean the law in effect as of the date hereof, provided, however, that in
the event there is a change in the law which results in a higher permissible
rate of interest, then this Note shall be governed by such new law as of its
effective date. In this regard, it is expressly agreed that it is the intent of
Borrower, Agent and Lenders in the execution, delivery and acceptance of this
Note to contract in strict compliance with the laws of the Commonwealth of
Massachusetts from time to time in effect. If, under or from any circumstances
whatsoever, fulfillment of any provision hereof or of any of the Loan Documents
or the Security Documents at the time performance of such provision shall be
due, shall involve transcending the limit of validity prescribed by applicable
law, then the obligation to be fulfilled shall automatically be reduced to the
limit of such validity, and if under or from any circumstances whatsoever Agent
or Lenders should ever receive as interest an amount which would exceed the
highest lawful rate, such amount which would be excessive interest shall be
applied to the reduction of the principal balance evidenced hereby without any
prepayment fees or charges and not to the payment of interest. This provision
shall control every other provision of all agreements among Borrower, Agent and
Lenders.

8.    Use of Proceeds.

      All proceeds of the Loan shall be used solely for the purposes more
particularly provided for and limited by the Loan Agreement.


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9.    Security.

      This Note is secured by the collateral as set forth in the Loan Agreement.

10.   Notices.

      Any notices given with respect to this Note shall be given in the manner
provided for in the Loan Agreement.

11.   Governing Law and Consent to Jurisdiction.

      11.1. Substantial Relationship. It is understood and agreed that all of
the Loan Documents were negotiated, executed and delivered in the Commonwealth
of Massachusetts, which Commonwealth the parties agree has a substantial
relationship to the parties and to the underlying transactions embodied by the
Loan Documents.

      11.2. Place of Delivery. Borrower agrees to furnish to Agent at Agent's
office in Boston, Massachusetts all further instruments, certifications and
documents to be furnished hereunder.

      11.3. Governing Law. This Note and each of the other Loan Documents shall
in all respects be governed, construed, applied and enforced in accordance with
the internal laws of the Commonwealth of Massachusetts without regard to
principles of conflicts of law.

      11.4. Consent to Jurisdiction. Borrower hereby consents to personal
jurisdiction in any state or Federal court located within the Commonwealth of
Massachusetts.

12.   No Oral Change.

      This Note and the other Loan Documents may only be amended, terminated,
extended or otherwise modified by a writing signed by the party against which
enforcement is sought. In no event shall any oral agreements, promises, actions,
inactions, knowledge, course of conduct, course of dealing, or the like be
effective to amend, terminate, extend or otherwise modify this Note or any of
the other Loan Documents.

13.   Rights of the Holder.

      This Note and the rights and remedies provided for herein may be enforced
by Agent or any subsequent holder hereof. Wherever the context permits each
reference to the term "holder" herein shall mean and refer to Agent or the then
holder of this Note.

15.   Survival.

      This Note shall survive and continue in full force and effect beyond and
after the payment and satisfaction of the Obligations in the event that Agent or
any Lender is required to disgorge or return any payment or property received as
a result of any laws pertaining to preferences, fraudulent transfers or
fraudulent conveyances but such survival and continuation shall be limited to
the amount of such disgorgement or return and shall terminate upon payment
thereof by Borrower.


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      IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as
of the date set forth above as a sealed instrument at Boston, Massachusetts.

BORROWER:                            THE NEWKIRK MASTER LIMITED PARTNERSHIP,
                                         A Delaware limited partnership


                                         By: MLP GP LLC, its General Partner

                                         By: Newkirk MLP Corp., its Manager

                                         By: /s/ Lara Sweeney
                                             -----------------------------------
                                             Lara Sweeney, Senior Vice President


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