Exhibit 10.11


 


Lock-Up Agreement — First
Union


 


November 7, 2005


 


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

  	
  /s/ Peter Braverman

  	
   

  
	
   

  	
  Name:

  	
  Peter Braverman

  
	
   

  	
  Title:

  	
  President

  
					



 


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