Exhibit 10.6


 


Lock-Up Agreement —
First Union


 


[Date]


 


 


Bear, Stearns & Co. Inc.

Credit Suisse First Boston LLC


As Representatives of the several

Underwriters referred to below


c/o Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179

Attention: Equity Capital Markets


 


Newkirk Realty Trust,
Inc. Lock-Up Agreement


 


Ladies and Gentlemen:


 


This letter
agreement (this “Agreement”) relates to the proposed initial public offering
(the “Offering”) by Newkirk Realty Trust, Inc., a Maryland corporation (the “Company”),
of its common stock, $.01 par value (the “Stock”).


 


In order to induce you and the other underwriters for
which you act as representatives (the “Underwriters”) to underwrite the
Offering, the undersigned hereby agrees that, except as otherwise provided
herein without the prior written consent of Bear, Stearns & Co. Inc. (“Bear
Stearns”), during the Lock-Up Period (as hereinafter defined), the undersigned
(a) will not, directly or indirectly, offer, sell, agree to offer or sell,
solicit offers to purchase, grant any call option or purchase any put option
with respect to, pledge, borrow or otherwise dispose of any Relevant Security
(as defined below), and (b) will not establish or increase any “put equivalent
position” or liquidate or decrease any “call equivalent position” with respect
to any Relevant Security (in each case within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder), or otherwise enter into any swap, derivative or other
transaction or arrangement that transfers to another, in whole or in part, any
economic consequence of ownership of a Relevant Security, whether or not such
transaction is to be settled by delivery of Relevant Securities, other securities,
cash or other consideration.


 


As used herein “Relevant Security” means the Stock,
any other equity security of the Company or any of its subsidiaries and any
security convertible into, or exercisable or exchangeable for, any Stock or
other such equity security held by the undersigned immediately following the
Offering including, without limitation, units of limited partnership interest
in The Newkirk Master Limited Partnership, a Delaware limited partnership (the “Partnership”).  As used herein, the term “Lock-Up Period”
means the period from the date hereof until the earlier of (i) the third anniversary
of the effective date of the Offering and (ii) the date of termination or
expiration of the Advisory Agreement among the Company, the Partnership and NKT
Advisors LLC.


 


 





















Notwithstanding the foregoing:


 


(i)            if (x) during the last 17 days of
the Lock-Up Period the Company issues an earnings release or material news or a
material event relating to the Company occurs; or (y) prior to the expiration
of the Lock-Up Period, the Company announces that it will release earnings
results during the 16-day period beginning on the last day of the 90-day
period; the restrictions imposed in this Letter Agreement shall continue to
apply until the expiration of the 18-day period beginning on the issuance of
the earnings release or the occurrence of the material news or material event;
provided, however, that this sentence shall not apply if the research published
or distributed on the Company is compliant with Rule 139 of the Securities Act
and the Company’s securities are actively traded as defined in Rule 101(c)(1)
of Regulation M of the Exchange Act;


 


(ii)           the undersigned shall be permitted to
pledge Relevant Securities in connection with a loan obtained by the undersigned
so long as the principal amount of such loan is no greater than 35% of the
value of all Relevant Securities held by the undersigned.  For purposes hereof, the value of the
Relevant Securities shall be calculated assuming the value of each Relevant Security
is the Offering price of the Stock, adjusted for stock splits; and


 


(iii)          the undersigned shall be permitted to
transfer or otherwise assign Relevant Securities to an affiliate of the
undersigned provided that such affiliate agrees to be bound by the terms of
this Agreement.


 


The undersigned hereby authorizes the Company during
the Lock-Up Period to cause any transfer agent for the Relevant Securities to
decline to transfer, and to note stop transfer restrictions on the stock
register and other records relating to, Relevant Securities for which the
undersigned is the record holder and, in the case of Relevant Securities for
which the undersigned is the beneficial but not the record holder, agrees
during the Lock-Up Period to cause the record holder to cause the relevant
transfer agent to decline to transfer, and to note stop transfer restrictions
on the stock register and other records relating to, such Relevant
Securities.  The undersigned hereby
further agrees that, without the prior written consent of Bear Stearns, during
the Lock-up Period the undersigned (x) will not file or participate in the
filing with the Securities and Exchange Commission of any registration
statement, or circulate or participate in the circulation of any preliminary or
final prospectus or other disclosure document with respect to any proposed
offering or sale of a Relevant Security and (y) will not exercise any rights
the undersigned may have to require registration with the Securities and
Exchange Commission of any proposed offering or sale of a Relevant Security;
provided, however, that notwithstanding the foregoing, the undersigned may
commence the exercise of registration rights with respect to a Relevant
Security provided, however, that such exercise is not publicized, nor are any
documents filed with the Securities and Exchange Commission with respect
thereto, prior to the expiration of the term hereof.


 


The undersigned hereby represents and warrants that
the undersigned has full power and authority to enter into this Agreement and
that this Agreement constitutes the legal, valid and binding obligation of the
undersigned, enforceable in accordance with its terms.  Upon request, 


 


 


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the undersigned will execute any additional documents necessary in
connection with enforcement hereof.  Any
obligations of the undersigned shall be binding upon the successors and assigns
of the undersigned from the date first above written.


 


This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. 
Delivery of a signed copy of this letter by facsimile transmission shall
be effective as delivery of the original hereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  FIRST UNION REAL ESTATE EQUITY AND MORTGAGE
  INVESTMENTS

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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