Exhibit 10.6


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of November 7,
2005, (this “Agreement”) between Newkirk Realty Trust, Inc., a Maryland
corporation (the “Company”), and First Union Real Estate Equity and Mortgage
Investments, an unincorporated association in the form of a business trust
organized in Ohio (together with its successors and permitted assigns, the “Shareholder”).


 


WHEREAS,  the Company has filed a
registration statement on Form S-11 (as the same may be amended from time
to time, the “Form S-11”) with the Securities and Exchange Commission (the
“Commission”) pursuant to which the Company is making an initial public
offering on its common stock, par value $0.01 per share (the “Common Stock”);


 


WHEREAS, pursuant to the Securities Purchase Agreement by and between
the Shareholder and the Company dated of even date herewith (the “Securities
Purchase Agreement”), Shareholder is the purchaser of an amount of the Company’s
Common Stock having a value of $50,000,000, based on the purchase price per
share equal to the initial public offering price of the Common Stock sold to
the public pursuant to the Registration Statement (such shares of Common Stock,
the “SPA Shares”), upon the terms and conditions of the Securities Purchase
Agreement; and


 


WHEREAS, in consideration for the partial assignment of Shareholder’s
right, title and interest under the Exclusivity Agreement pursuant to Section 2.01
of the Acquisition Agreement by and between Shareholder and the Company dated
of even date herewith (the “Acquisition Agreement”), the Company has issued
shares of Common Stock, subject to certain restrictions on resale, forfeiture
and vesting, as set forth in the Acquisition Agreement, having the value of
$20,000,000 based on the purchase price per share equal to the initial public
offering price of the Common Stock sold to the public pursuant to the
Registration Statement (such number of shares of Common Stock, the “Acquisition
Shares”); and


 


WHEREAS, the SPA Shares and the Acquisition Shares shall be herein
collectively referred to as the “Shares”; and


 


WHEREAS, the Company wishes to facilitate the disposition, and the
Shareholder wishes to have the ability to dispose, of such Shares.


 


NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:


 


1.                                       CERTAIN
DEFINITIONS.


 


(a)                                  Definitions.  Capitalized terms not otherwise defined in
this Agreement shall have the meaning set forth in the Securities Purchase
Agreement and the


 





















 


Acquisition Agreement.  As used
in this Agreement, the following terms have the meaning indicated below or in
the referenced sections of this Agreement:


 


“Advisor” means NKT Advisors LLC, a Delaware
limited liability company.


 


“Advisory Agreement” shall mean that certain
Advisory Agreement dated November 7, 2005 between the Company, the
Operating Partnership and the Advisor.


 


“Affiliate” of any Person means any other
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such Person.
The term “control” (including the terms “controlled by” and “under common
control with”) as used with respect to any Person means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.


 


“Agreement” means this Registration Rights
Agreement, including all amendments, modifications and supplements and any
exhibits or schedules to any of the foregoing, and shall refer to this
Registration Rights Agreement as the same may be in effect at the time such
reference becomes operative.


 


“Business Day” means any day on which
commercial banks are open for business in New York, New York and on which the
New York Stock Exchange or such other exchange as the Common Stock is listed is
open for trading.


 


“Common Stock” means common stock, par value
$0.01 per share, of the Company.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Exclusivity Agreement” means that certain
Exclusivity Agreement dated as of December 31, 2003 between First Union
Real Estate Equity and Mortgage Investments and Michael L. Ashner.


 


“Forfeiture Event” shall mean (i) the
termination of the Advisory Agreement by the Company for Cause (as defined in
the Advisory Agreement), (ii) Michael L. Ashner’s resignation as the Chief
Executive Officer and director of the Company and the Advisor, or (iii) the
death or disability of Michael L. Ashner unless the other members of the
Advisor’s senior management at such time remain in such positions.


 


“Form S-11” means the initial public
offering of the Company’s shares of Common Stock filed with the Commission on Form S-11.


 


“Lock-Up Agreement” means that certain
Lock-Up Agreement between the Company and the Shareholder dated of even date
herewith expiring or terminating on the


 


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earlier to occur of (i) three years from the date thereof, or (ii) the
occurrence of a Vesting Event; provided however, in no event shall such
expiration or termination occur less than one (1) year from the Closing
Date.


 


“Operating Partnership” means The Newkirk
Master Limited Partnership, a Delaware limited partnership, and any successor
thereto.


 


“Other Registration Rights Agreements” means
that certain Registration Rights Agreement, of even date herewith, by and
between the Company and Apollo Real Estate Investment Fund III, L.P. (“Apollo”)
and that certain Registration Rights Agreement, of even date herewith, and by
and between the Company and Vornado Realty Trust.


 


“Partnership Units” means the partnership
units of the Operating Partnership.


 


“Person” means any individual, sole
proprietorship, partnership, limited liability company, joint venture, trust,
incorporated organization, association, corporation, institution, public
benefit corporation, government (whether federal, state, county, city,
municipal or otherwise, including, without limitation, any instrumentality,
division, agency, body or department thereof) or any other entity.


 


“Prospectus” means the prospectus or
prospectuses included in any Registration Statement, as amended or supplemented
by any prospectus supplement with respect to the terms of the offering of any
portion of the Registerable Common Stock covered by such Registration Statement
and by all other amendments and supplements to the prospectus, including any
preliminary prospectus or supplement, post-effective amendments and all
material incorporated by reference in such prospectus or prospectuses.


 


“Registerable Common Stock” means the SPA Shares
and those Acquisition Shares deemed to have vested under the Acquisition
Agreement and described herein in Section 2(i) and not otherwise
forfeited as described in Section 2(j), including any securities issued in
respect of such securities by reason of or in connection with any conversion of
Partnership Units or the exchange for or replacement of such securities or any
stock dividend, stock distribution, stock split, purchase in any rights
offering or in connection with any combination of shares, recapitalization,
merger or consolidation, or any other equity securities issued pursuant to any
other pro rata distribution with respect to the Shares.


 


“Registration Statement” means any
registration statement of the Company, other than the Form S-11, which covers
any of the Registerable Common Stock pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all materials incorporated by reference in such Registration Statement.


 


“Rule 415” means Rule 415
promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar Rule or regulation hereafter


 


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adopted by the Commission as a replacement thereto having substantially
the same effect as such rule.


 


“SEC” or the “Commission” means the
Securities and Exchange Commission.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“Shelf Registration Statement” shall have the
meaning set forth in Section 4 hereof.


 


“Underwritten Registration or Underwritten
Offering” means a registration in which securities of the Company are sold to
underwriters for reoffering to the public.


 


“Vesting Event” shall mean (i) the
termination of the Advisory Agreement by the Advisor following a breach by the
Company of the Advisory Agreement that remains uncured by the Company, (ii) the
non-renewal of the Advisory Agreement, or (iii) termination of the Advisory
Agreement by the Company other than for Cause (as defined in the Advisory
Agreement).


 


2.                                       AUTOMATIC
AND DEMAND REGISTRATIONS.


 


(a)                                  Form S-11.             The Form S-11 which covers the
Common Stock of the Company, including a prospectus and such amendments or supplements
to such Form S-11 as may have been required prior to the date of this
Agreement, has been prepared by the Company under the provisions of the Act and
has been filed with and declared effective by the SEC.  If such Form S-11 ceases to be effective
for any reason at any time prior to the delivery of all Common Stock registered
thereunder, then the Company shall use its commercially reasonable efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof.  The Company shall be responsible for all
Registration Expenses in connection with any registration pursuant to this Section 2(a).  The Company shall promptly supplement and
amend such Form S-11 and the prospectus included therein if required by
the rules, regulations or instructions applicable to such form used for such
registration statement or by the Securities Act.  The Form S-11 referenced in this Section 2(a) shall
not eliminate or affect any right to registration provided hereunder.


 


(b)                                 Right to Request
Registration.   Any time after the
Closing Date subsequent to the expiration or termination of the limitations of
the Lock-Up Agreement, the Shareholder may request pursuant to this Section 2(b),
registration under the Securities Act of the resale of all or part of the
Shareholder’s Registerable Common Stock (“Demand Registration.


 


(c)                                  Number of Demand
Registrations.  Subject to the provisions
of Section 2(b), the Shareholder shall be entitled to request an aggregate
of two (2) Demand Registrations during any twelve (12)-month period;
provided, however, that Shareholder


 


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shall not be entitled to request that less than 25% of the Registerable
Common Stock be included in any Demand Registration requested under this
Agreement.


 


(d)                                 Restrictions
on Demand Registrations.  In no event
shall the Company be obligated to effect more than two (2) Demand
Registrations collectively pursuant to this Agreement and the Other
Registration Rights Agreements in any single twelve (12) month period, with the
first such period measured from the date of the first Demand Registration and
ending on the same date twelve months following such Demand Registration,
whether or not a Business Day; provided, however, that if (i) the Company
is requested to effect a Demand Registration under this Agreement and (ii) is
also requested to effect one or more Demand Registrations pursuant to the Other
Registration Rights Agreements within any eighteen (18) month period, during
which the Company is eligible to file a Registration Statement on Form S-3
or on a successor form, then the Company shall only be obligated with respect
to such latter registration statement during such period to register that
percentage of the Registerable Common Stock equal to the product obtained by
dividing (i) the number of shares of Registerable Common Stock held by the
Shareholder and proposed to be registered hereunder by (ii) the total of
the number of shares of Registerable Common Stock proposed to be registered
hereunder and the number of shares of Common Stock which are registerable and
are proposed to be registered under all of the Other Registration Rights
Agreements.  In the event that any of the
Shares of the Shareholder have not been included in a Registration Statement
because of the preceding sentence, then the Shareholder shall not be deemed to
have utilized a Demand Registration under this Agreement.  The Company may (i) postpone for up to
ninety (90) days the filing or the effectiveness of a Registration Statement
for a Demand Registration if, based on the good faith judgment of the Company’s
board of directors, such postponement or withdrawal is necessary in order to
avoid premature disclosure of a matter the board has determined would be
reasonably expected to result in a material adverse effect to the Company’s
business, financial condition, results of operations or prospects or the loss
of a material opportunity to be disclosed at such time or (ii) postpone
the filing of a Demand Registration in the event the Company shall be required
to prepare audited financial statements as of a date other than its fiscal year
end (unless the shareholders requesting such registration agree to pay the
expenses of such an audit); provided, however, that in no event shall the
Company withdraw a Registration Statement under clause (i) after such
Registration Statement has been declared effective; and provided, further,
however, that in any of the events described in clause (i) or (ii) above,
the Shareholder shall be entitled to withdraw such request and, if such request
is withdrawn, such Demand Registration shall not count as one of the permitted
Demand Registrations. The Company shall provide written notice to the
Shareholder of (x) any postponement or withdrawal of the filing or effectiveness
of a Registration Statement pursuant to this Section 2(d), (y) the Company’s
decision to file or seek effectiveness of such Registration Statement following
such withdrawal or postponement and (z) the effectiveness of such Registration
Statement.  The Company may defer the
filing of a particular Registration Statement pursuant to this Section 2(d) only
once.


 


(e)                                  Selection of
Underwriters.  If any of the Registerable
Common Stock covered by the Demand Registration granted hereunder is to be sold
in an Underwritten


 


5





















 


Offering, the Shareholder shall have the right to select the managing
underwriter(s) to administer the offering subject to the approval of the
Company, which will not be unreasonably withheld.


 


(f)                                    Effective Period of
Demand Registrations.  After any Demand
Registration filed pursuant to this Agreement has become effective, the Company
shall use its best efforts to keep such Demand Registration effective until such
time as the Registerable Common Stock registered thereon has been disposed of
pursuant thereto.  If the Company shall
withdraw any Demand Registration pursuant to subsection (e) of this Section 2
before any of the Shareholders Registerable Common Shares covered by the
withdrawn Demand Registration are unsold (a “Withdrawn Demand Registration”),
the Shareholder shall be entitled to a replacement Demand Registration that
(subject to the provisions of this Article 2) the Company shall use its
best efforts to keep effective until such time as the Registerable Common Stock
registered thereon has been disposed of pursuant thereto.  Such additional Demand Registration otherwise
shall be subject to all of the provisions of this Agreement.


 


(g)                                 Other Company
Stock.  In no event shall the Company
agree to register Common Stock or any other securities for issuance by the
Company or for resale by any Persons other than the Shareholder in any
registration statement filed pursuant to Section 2(b), without the express
written consent of the Shareholder, which consent shall be entirely
discretionary.


 


(h)                                 Conversion to Form S-3.  In the event that at any time a Demand
Registration Statement is in effect and the Company is eligible to register on Form S-3
or any successor thereto then available, the Company shall as promptly as
reasonably practicable convert such registration statement to Form S-3 or
such successor form.


 


(i)                                     Acquisition
Shares.  Except as provided in Section 2(j)
below, all Acquisition Shares shall become Registerable Common Stock automatically
and without notice or any action by the Shareholder upon their vesting pursuant
to the provisions of the Acquisition Agreement; provided that all of the
Acquisition Shares shall immediately vest upon a Vesting Event automatically
and without notice or any action by the Shareholder.


 


(j)                                     Forfeiture Event
under Acquisition Agreement.  In the
event that a Forfeiture Event shall occur, the Acquisition Shares not then
vested shall be deemed forfeited and shall not be eligible to be Registerable
Common Stock hereunder.


 


3.                                       PIGGYBACK
REGISTRATIONS.


 


(a)                                  Right to
Piggyback.  At any time after the Closing
Date, whenever the Company proposes to register any of its common equity
securities under the Securities Act (other than the Form S-11, or a
registration statement on Form S-8 or on Form S-4 or any similar
successor forms thereto), whether for its own account or for the account of one
or more stockholders of the Company, and the registration form to be used may
be used for any registration of Registerable Common Stock (a “Piggyback
Registration”),


 


6





















 


the Company shall give prompt written notice (in any event within 10
business days after its receipt of notice of any exercise of other demand
registration rights) to the Shareholder of its intention to effect such a
registration and, subject to Sections 3(b) and 3(c), shall include in such
registration all Registerable Common Stock of the Shareholder with respect to
which the Company has received written requests for inclusion therein within 20
days after the receipt of the Company’s notice. The Company may postpone or
withdraw the filing or the effectiveness of a Piggyback Registration at any
time in its sole discretion.


 


(b)                                 Priority on Primary
Registrations.  If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number that can be sold in such offering and/or that the number of
shares of Registerable Common Stock proposed to be included in any such
registration would adversely affect the price per share of the Company’s equity
securities to be sold in such offering, the underwriting shall be allocated
among the Company and the Shareholder pro rata on the basis of the Common Stock
and Registerable Common Stock offered for such registration by the Company and
the Shareholder, respectively, electing to participate in such registration.


 


(c)                                  Priority on Secondary
Registrations.  If a Piggyback
Registration is an underwritten secondary registration on behalf of a holder of
the Company’s securities other than Registerable Common Stock (“Non-Holder
Securities”), and the managing underwriters advise the Company in writing that
in their opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering and/or that
the number of shares of Registerable Common Stock proposed to be included in
any such registration would adversely affect the price per share of the Company’s
equity securities to be sold in such offering, the underwriting shall be
allocated among the holders of Non-Holder Securities and the Shareholder pro
rata on the basis of the Non-Holder Securities and Registerable Common Stock
offered for such registration by the holder of Non-Holder Securities and the
Shareholder, respectively, electing to participate in such registration.


 


(d)                                 Selection of Underwriters.  If any Piggyback Registration is an
underwritten primary offering, the Company shall have the right to select the
managing underwriter or underwriters to administer any such offering.


 


(e)                                  Other
Registrations.  If the Company has
previously filed a Registration Statement with respect to shares of
Registerable Common Stock pursuant to Sections 2 (other than Section 2(a))
or 4 hereof or pursuant to this Section 3, and if such previous
registration has not been withdrawn or abandoned, the Company shall not be
obligated to cause to become effective any other registration of such same
shares of Registerable Common Stock or any of its securities under the
Securities Act, whether on its own behalf or at the request of any holder or
holders of such securities.


 


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4.                                       SHELF
REGISTRATIONS.


 


(a)                                  After the Closing
Date, at the Shareholder’s election (such election to be made if the
Shareholder may not elect to exercise any Demand Registrations, subject to Section 4(b) below),
if at any time that the Company is eligible to use Form S-3 or any
successor thereto then available to the Company providing for the resale
pursuant to Rule 415 from time to time by the Shareholder of any and all
Registerable Common Stock held by the Shareholder (a “Shelf Registration
Statement”) the Shareholder requests that the Company file a Shelf Registration
Statement for a public offering of all or any portion of the Registerable
Common Stock held by the Shareholder, then the Company shall use its best
efforts to register under the Securities Act pursuant to a Shelf Registration
Statement, for public sale in accordance with the method of disposition
specified in such notice, the number of shares of Registerable Common Stock
specified in such notice. Whenever the Company is required by this Section 4
to use its best efforts to effect the registration of Registerable Common
Stock, each of the procedures and requirements of Section 2 shall apply to
such registration. The Company shall use its commercially reasonable efforts to
keep the Shelf Registration Statement effective until the earliest to occur of
the date on which all of the Registerable Common Stock ceases to be
Registerable Common Stock.


 


(b)                                 If at any time the
Company is not eligible to use a Shelf Registration Statement, the Shareholder
may during such time exercise Demand Registration Rights, regardless of any
previous exercise of their rights under Section 4(a).


 


(c)                                  A filing pursuant to
this Section 4 shall not relieve the Company of any obligation to effect
registration of Registerable Common Stock pursuant to Section 2 or Section 3
hereof, except as provided therein.


 


5.                                       REGISTRATION
PROCEDURES.


 


Whenever the Shareholder requests that any of
its Registerable Common Stock be registered pursuant to this Agreement, the
Company shall use its best efforts to effect the registration and the sale of
such Registerable Common Stock in accordance with the intended methods of
disposition thereof as provided by the Shareholder, and pursuant thereto the
Company shall as expeditiously as possible:


 


(a)                                  prepare and file with
the SEC a Registration Statement with respect to such Registerable Common
Stock, which shall be on Form S-3 (or a successor form) providing for “short-form”
registration if the Company is eligible at such time to use such form, and use
its best efforts to cause such Registration Statement to become effective as
soon as practicable thereafter; and before filing a Registration Statement or
Prospectus or any amendments or supplements thereto, furnish to the Shareholder
and the underwriter or underwriters, if any, copies of all such documents
proposed to be filed, including documents incorporated by reference in the
Prospectus and, if requested by the Shareholder, the exhibits incorporated by
reference, and the Shareholder shall have the opportunity to object to any
information pertaining to the Shareholder that is contained therein and the
Company will make the corrections reasonably requested by the


 


8





















 


Shareholder with respect to such information prior to filing any
Registration Statement or amendment thereto or any Prospectus or any supplement
thereto.


 


The Company, at least 10 business days prior to filing a Registration
Statement or at least five days prior to filing a prospectus or any amendment
or supplement to such Registration Statement or prospectus, including a
document incorporated by reference therein, will furnish to (i) the
Shareholder, (ii) counsel to the Shareholder and (iii) each
underwriter, if any, named in the Registration Statement or an amendment or
supplement thereto of the Shares covered by such Registration Statement, copies
of such Registration Statement and each amendment or supplement as proposed to
be filed, together with exhibits thereto, which documents will be subject to
reasonable review and approval (which approval may not be unreasonably
withheld) by each of the foregoing within five days after delivery (except that
such review and approval of any prospectus or any amendment or supplement to
such Registration Statement or prospectus must be within three days), and
thereafter, furnish to the Shareholder, Shareholder’s counsel and underwriters,
if any, such number of copies of such Registration Statement, each amendment
and supplement thereto (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such
Registration Statement (including each preliminary prospectus) and such other
documents or information as the Shareholder, Shareholder’s counsel or any
underwriter of the Shareholder’s Shares may reasonably request in order to
facilitate the disposition of the Shares; provided, however, that
notwithstanding the foregoing, if the Company intends to file any prospectus,
prospectus supplement or prospectus sticker which does not make any material
changes in the documents already filed (including, without limitation, any
prospectus under Rule 430A or 424(b)), then Shareholder’s counsel will be
afforded such opportunity to review such documents prior to filing consistent
with the time constraints involved in filing such document, but in any event no
less than one business day;


 


(b)                                 prepare and file with
the SEC such amendments and supplements to such Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective for such period as is necessary to complete
the distribution of the securities covered by such Registration Statement and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement;


 


(c)                                  furnish to each
seller of Registerable Common Stock such number of copies of such Registration
Statement, each amendment and supplement thereto, the Prospectus included in
such Registration Statement (including each preliminary Prospectus) and such
other documents as such seller may reasonably request in order to facilitate
the disposition of the Registerable Common Stock owned by such seller;


 


9





















 


(d)                                 use its commercially
reasonable efforts to become and remain eligible to file registration
statements on Form S-3 or any successor thereto then available, and if
applicable to utilize “well known seasoned issuer status”, and to register or
qualify such Registerable Common Stock under such other securities or blue sky
laws of such jurisdictions as any seller reasonably requests and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
Registerable Common Stock owned by such seller (provided, that the Company will
not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph (d), (ii) subject itself to taxation in any such jurisdiction
or (iii) consent to general service of process in any such jurisdiction);


 


(e)                                  notify each seller of
such Registerable Common Stock, at any time when a Prospectus relating thereto
is required to be delivered under the Securities Act, of the occurrence of any
event as a result of which the Prospectus included in such Registration
Statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and prepare promptly a
supplement or amendment to such Prospectus so that such Prospectus, as then
amended and supplemented, shall not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
not misleading;


 


(f)                                    in the case of an
underwritten offering, enter into such customary agreements together with the
Operating Partnership (including underwriting agreements in customary form) and
take all such other actions as the underwriters, if any, reasonably request in
order to expedite or facilitate the disposition of such Registerable Common
Stock (including, without limitation, effecting a stock split or a combination
of shares and making members of senior management of the Company available to participate
in, and cause them to cooperate with the underwriters in connection with, “road-show”
and other customary marketing activities (including one-on-one meetings with
prospective purchasers of the Registerable Common Stock)) and cause to be
delivered to the underwriters and the sellers, if any, opinions of counsel to
the Company and the Operating Partnership in customary form, as well as closing
certificates and other customary documents covering such matters as are
customarily covered by opinions for and certificates in an underwritten public
offering as the underwriters may request and addressed to the underwriters and
the sellers; provided, however,  that
notwithstanding anything else contained in this Agreement, the Company shall
not be obligated to effect an aggregate of more than three underwritten
offerings or participate in more than two “road shows” (which, for the purposes
of this sentence shall not include presentations that involve only telephonic
or internet-based marketing and do not require any travel by the Company’s
management) in any twenty-four (24) month period, and not more than one
underwritten offering every six (6) months under this Agreement or under
the Other Registration Rights Agreements; and provided further, however, that
if an underwritten public offering (including a public sale to a registered
broker-dealer) is effected at the request of Apollo or Vornado Realty Trust
under the Other Registration Rights Agreements, the Shareholder shall have the
right to participate in such offering, and Apollo and Vornado Realty Trust
shall have the right to participate in any underwritten


 


10





















 


public offering effected at the request of the Shareholder under this
Agreement; and if the managing underwriters or broker-dealers of any such
underwritten offering advise the Shareholder, Apollo and Vornado Realty Trust
in writing that in their opinion the number of shares of Registerable Common
Stock proposed to be included in any such offering exceeds the number of
securities that can be sold in such offering and/or that the number of shares
of Registerable Common Stock proposed to be included in any such offering would
materially adversely affect the price per share of the Company’s equity
securities to be sold in such offering, Apollo, Vornado Realty Trust and the
Shareholder shall include in such offering only the number of shares of
Registerable Common Stock that, in the opinion of such managing underwriters
(or registered broker-dealer), can be sold. 
If the number of shares that can be sold exceeds the number of shares of
Registerable Common Stock proposed to be sold, such excess shall be allocated
pro rata among the holders of Common Stock desiring to participate in such
offering based on the amount of such Common Stock initially requested to be
registered by such holders or as such holders may otherwise agree.


 


Only Apollo, the Shareholder and Vornado
Realty Trust, and their affiliates holding Registerable Common Stock shall be
entitled to participate in any public underwritten offerings pursuant to this
Agreement with respect to Registerable Common Stock (which for purposes of this
paragraph (f) includes Registerable Common Stock as defined in the Other
Registration Rights Agreements).


 


If any of Apollo, the Shareholder or Vornado
Realty Trust determines not to participate in an Underwritten Offering with
respect to which it is entitled hereunder to participate in hereunder or under
the Other Registration Rights Agreements, then the non-participating party
shall agree to such lockup period with respect to its Common Stock as the
managing underwriters or broker dealer deems reasonably necessary for purposes
of effecting the public offering.


 


(g)                                 make available, for
inspection by any seller of Registerable Common Stock, any underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by any such seller or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such Registration Statement;


 


(h)                                 to use its best
efforts to cause all such Registerable Common Stock to be listed on each
securities exchange on which securities of the same class issued by the Company
are then listed or, if no such similar securities are then listed, on Nasdaq or
a national securities exchange selected by the Company;


 


(i)                                     provide a transfer
agent and registrar for all such Registerable Common Stock not later than the
effective date of such Registration Statement;


 


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(j)                                     if requested,
cause to be delivered, immediately prior to the effectiveness of the
Registration Statement (and, in the case of an underwritten offering, at the
time of delivery of any Registerable Common Stock sold pursuant thereto),
letters from the Company’s independent certified public accountants addressed
to the Shareholder and each underwriter, if any, stating that such accountants
are independent public accountants within the meaning of the Securities Act and
the applicable rules and regulations adopted by the SEC thereunder, and
otherwise in customary form and covering such financial and accounting matters
as are customarily covered by letters of the independent certified public
accountants delivered in connection with primary or secondary underwritten
public offerings, as the case may be;


 


(k)                                  make generally
available to its stockholders a consolidated earnings statement (which need not
be audited) for the 12 months beginning after the effective date of a
Registration Statement as soon as reasonably practicable after the end of such
period, which earnings statement shall satisfy the requirements of an earning
statement under Section 11(a) of the Securities Act;


 


(l)                                     promptly notify
the Shareholder and the underwriter or underwriters, if any:


 


(i)                                     when the
Registration Statement, any pre-effective amendment, the Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement
has been filed and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective;


 


(ii)                                  of any SEC comments
applicable to the Registration Statement or Prospectus or written request from
the SEC for any amendments or supplements to the Registration Statement or
Prospectus;


 


(iii)                               of the notification to
the Company by the SEC of its initiation of any proceeding with respect to the
issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement;


 


(iv)                              of the receipt by the
Company of any notification with respect to the suspension of the qualification
of any Registerable Common Stock for sale under the applicable securities or
blue sky laws of any jurisdiction;


 


(v)                                 of the existence of,
any fact or the happening of any event that makes any statement of material
fact made in any registration statement filed pursuant to this Agreement or
related prospectus untrue in any material respect, or that requires the making
of any changes in such registration statement so that, in the case of the
registration statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and that, in the case
of the prospectus, including documents incorporated by reference therein, such
prospectus will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or


 


12





















 


necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and


 


(vi)                              of the determination by
the Company that a post-effective amendment to a registration statement filed
pursuant to this Agreement will be filed with the SEC and is due.


 


(m)                               promptly take such
actions as necessary to respond, cure or eliminate, as the case may be, any of
the events referred to in clause (l)(ii), (iii), (iv) or (v) so that
the prospectus, as then amended or supplemented, as the case may be, shall not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


The Company shall file, and shall use its
commercially reasonable efforts to timely file, all reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and take such further action as the
Shareholder may reasonably request, all to the extent required to enable the
Shareholder to be eligible to sell Registerable Common Stock pursuant to Rule 144
(or any similar rule then in effect).


 


In connection with any registration pursuant
to which any of a Shareholder’s Registerable Common Stock is to be sold, the
Company may require that the Shareholder furnish to the Company any other
information regarding the Shareholder and the distribution of such securities
as the Company may from time to time reasonably request in writing.


 


The Shareholder agrees that by having its
stock treated as Registerable Common Stock hereunder that, upon notice of the
happening of any event described in l(v) above (a “Suspension Notice”),
the Shareholder will forthwith discontinue disposition of Registerable Common
Stock until the Shareholder is advised in writing by the Company that the use
of the Prospectus may be resumed and is furnished with a supplemented or
amended Prospectus as contemplated by Section 5(e) hereof, and, if so
directed by the Company, the Shareholder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in the
Shareholder’s possession, of the Prospectus covering such Registerable Common
Stock current at the time of receipt of such notice; provided, however, that
such postponement of sales of Registerable Common Stock shall not exceed ninety
(90) days in the aggregate in any one year; provided, further, however, that
not later than the last day of such ninety (90) day period or such shorter
period as may apply, the Company shall have provided to the Shareholder a
supplemented or amended Prospectus as contemplated by Section 5(e) hereof.  If the Company shall give any notice to
suspend the disposition of Registerable Common Stock pursuant to a Prospectus,
the Company shall extend the period of time during which the Company is
required to maintain the Registration Statement effective pursuant to this
Agreement by the number of days during the period from and including the date
of the giving of such notice to and including the date the Shareholder either
is advised by the


 


13





















 


Company that the use of the Prospectus may be resumed or receives the
copies of the supplemented or amended Prospectus contemplated by Section 5(e).
In any event, the Company shall not be entitled to deliver more than one (1) Suspension
Notice in any one year.


 


6.                                       REGISTRATION
EXPENSES.


 


(a)                                  All expenses incident
to the Company’s performance of or compliance with this Agreement, including,
without limitation, all registration and filing fees, underwriting discounts
and commissions, NASD fees, fees and expenses of compliance with securities or
blue sky laws, listing application fees, printing expenses, transfer agent’s
and registrar’s fees, cost of distributing Prospectuses in preliminary and
final form as well as any supplements thereto, and fees and disbursements of
counsel for the Company and all independent certified public accountants and
other Persons retained by the Company (all such expenses being herein called “Registration
Expenses”), shall be borne by the Shareholder; provided, however, that the
Company shall bear the expenses, exclusive of underwriting discounts and
commissions, incident to the Form S-11, one (1) Registration
Statement filed pursuant to Section 4(a), including up to three (3) ”shelf
takedowns” or offerings pursuant to Rule 430A under the Securities Act, if
applicable, and up to three (3) Demand Registrations pursuant to Section 2(b),
but in no event shall the Company be obligated to bear the expense of more than
three (3) offerings (exclusive of the expenses incident to the Form S-11
and one (1) Registration Statement filed pursuant to Section 4(a))
pursuant to this Section 6(a) (or four (4) offerings if the
Shareholder is unable, through its commercially reasonable efforts, to dispose
of all its Registerable Common Stock after such three (3) offerings).  The Company shall pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), and the expense of any annual
audit or quarterly review, and the expense of any liability insurance.


 


7.                                       INDEMNIFICATION.


 


(a)                                  The Company and the
Operating Partnership shall indemnify, to the fullest extent permitted by law,
the Shareholder, its officers, directors, trustees, partners, and Affiliates
and each Person who controls such Shareholder (within the meaning of the
Securities Act) against all losses, claims, damages, expenses and liabilities,
joint or several, actions or proceedings, to which each such indemnified party
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages, expenses (including reasonable costs of investigation)
or liabilities (or actions or proceedings in respect thereof) arise out of or
based upon any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading or
any violation or alleged violation by the Company of the Securities Act, the
Exchange Act or applicable “blue sky” laws and the Company and the Operating
Partnership will reimburse the Shareholder and its directors, trustees,
officers, partners, agents, employees or affiliates, underwriters and
controlling persons for any legal or


 


14





















 


other expenses (as such legal or other expenses are incurred)
reasonably incurred by them in connection with investigating, preparing or
defending any such loss, claim, damage, expense, liability, action or
proceeding, except insofar as the same are made in reliance and in conformity
with information relating to the Shareholder furnished in writing to the
Company by the Shareholder expressly for use therein or caused by the
Shareholder’s failure to deliver to the Shareholder’s immediate purchaser a
copy of the final Prospectus or any amendments or supplements thereto (if the
same was required by applicable law to be so delivered) after the Company has
furnished the Shareholder with a sufficient number of copies of the same and
the claim would not have arisen if the final Prospectus, amendment or
supplement had been delivered to the claimant. 
In connection with an underwritten offering, the Company shall indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the Shareholder.


 


(b)                                 In connection with any
Registration Statement in which the Shareholder is participating, the
Shareholder shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests expressly for use in connection
with any such Registration Statement or Prospectus and, shall indemnify, to the
fullest extent permitted by law, the Company, its officers, directors,
Affiliates, and each Person who controls the Company (within the meaning of the
Securities Act) against all losses, claims, damages, expenses and liabilities
joint or several, actions or proceedings, to which each such indemnified party
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages, expenses or liabilities (or actions or proceedings in
respect thereof) arise out of or based upon any untrue or alleged untrue
statement of material fact contained in the Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Holder will
reimburse each of the Company and the Operating Partnership and each such
director, trustee, officer, partner, agent, employee or affiliate, underwriter
and controlling person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, expense, liability action or proceeding, but only to the extent that
the same are made in reliance and in conformity with information relating to
the Shareholder furnished in writing to the Company by the Shareholder
expressly for use therein. 
Notwithstanding anything in this Section 7(b), the aggregate amount
which may be recovered from the Shareholder pursuant to the indemnification
provided for in this Section 7(b) shall be limited to the total
proceeds received by the Shareholder from the sale of such Shareholder’s
Registerable Common Stock (net of underwriting discounts and commissions).  In no event shall the Shareholder be jointly
liable with any other holder of securities involved in the sale of the Company’s
securities.


 


(c)                                  Any Person entitled
to indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) unless in such indemnified party’s reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist with
respect to


 


15





















 


such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. The
failure to give prompt notice as provided herein shall not relieve the
indemnifying party of its obligations hereunder, except to the extent that the
indemnifying party is actually and materially prejudiced by such failure.  The indemnifying party will not, without the
prior written consent of the indemnified party, settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action, suit
or proceeding in respect of which indemnification may be sought hereunder
(whether or not such indemnified party or any Person who controls such
indemnified party is a party to such claim, action, suit or proceeding), if
such settlement, compromise or consent (i) does not include an
unconditional release of such indemnified party from all liability and no
finding of liability arising out of such claim, action, suit or proceeding or (ii) requires
anything from the indemnified party other than the payment of money damages
which the indemnifying party has agreed to pay in full.  An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party there may be one or more legal or equitable
defenses available to such indemnified party which are in addition to or may conflict
with those available to another indemnified party with respect to such claim.


 


(d)                                 The indemnification
provided for under this Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party
or any officer, director or controlling Person of such indemnified party and
shall survive the transfer of securities.


 


(e)                                  If the
indemnification provided for in or pursuant to this Section 7 is due in
accordance with the terms hereof, but is held by a court to be unavailable or
unenforceable in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified Person as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions which result
in such losses, claims, damages, liabilities or expenses as well as any other
relevant equitable considerations. The relative fault of the indemnifying party
on the one hand and of the indemnified Person on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party, and by such party’s relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. In no event shall the liability of the selling Shareholder under this
Section 7(e) be greater in amount than the amount of net proceeds
received by such Shareholder upon such sale or the amount for which such
indemnifying party would have been obligated to pay by way of indemnification
if the indemnification


 


16





















 


provided for under Section 7(b) hereof had been available
under the circumstances less any amounts recovered from the Shareholder under Section 7(b).


 


(f)                                    In the event that
advances are not made pursuant to this Section 7 or payment has not
otherwise been timely made, each indemnified party shall be entitled to seek a
final adjudication in an appropriate court of competent jurisdiction of the
entitlement of the indemnified party to indemnification or advances hereunder.


 


The Company, the Operating Partnership and the Shareholder agree that
they shall be precluded from asserting that the procedures and presumptions of
this Section 7 are not valid, binding and enforceable.  The Company, the Operating Partnership and
the Shareholder further agree to stipulate in any such court that the Company,
the Operating Partnership, and the Shareholder are bound by all the provisions
of this Section 7 and are precluded from making any assertion to the
contrary.


 


To the extent deemed appropriate by the court, interest shall be paid
by the indemnifying party to the indemnified party at a reasonable interest
rate for amounts which the indemnifying party has not timely paid as the result
of its indemnification and contribution obligations hereunder.


 


In the event that any indemnified party is a party to or intervenes in
any proceeding to which the validity or enforceability of this Section 7
is at issue or seeks an adjudication to enforce the rights of any indemnified
party under, or to recover damages for breach of, this Section 7, the
indemnified party, if the indemnified party prevails in whole in such action,
shall be entitled to recover from the indemnifying party and shall be
indemnified by the indemnifying party against, any expenses incurred by the
indemnified party.  If it is determined
that the indemnified party is entitled to indemnification for part (but not
all) of the indemnification so requested, expenses incurred in seeking
enforcement of such partial indemnification shall be reasonably prorated among
the claims, issues or matters for which the indemnified party is entitled to
indemnification and for such claims, issues or matters for which the
indemnified party is not so entitled.


 


The indemnity agreements contained in this Section 7 shall be in
addition to any other rights (to indemnification, contribution or otherwise)
which any indemnified party may have pursuant to law or contract and shall
remain operative and in full force and effect regardless of any investigation
made or omitted by or on behalf of any indemnified party and shall survive the
transfer and sale of any Registerable Common Stock by the Shareholder.


 


8.                                       PARTICIPATION
IN UNDERWRITTEN REGISTRATIONS.


 


No Person may participate in any registration
hereunder that is underwritten unless such Person (a) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


 


17





















 


9.                                       RULE
144.


 


The Company covenants that it will file, and
use its commercially reasonable efforts to timely file, the reports required to
be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and it will take such further action
as the Shareholder may reasonably request to make available adequate current
public information with respect to the Company meeting the current public
information requirements of Rule 144(c) under the Securities Act (to
the extent such information is available), to the extent required to enable the
Shareholder, subject to the expiration of the restrictions on transfer under
the Lock-Up Agreement,  to sell the
Registerable Common Stock without registration under the Securities Act within
the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the SEC. Upon the request
of the Shareholder, the Company will deliver to the Shareholder a written
statement as to whether it has complied with such information and requirements.


 


10.                                 MISCELLANEOUS.


 


(a)                                  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given,


 


If to the Company:


 


Newkirk Realty Trust, Inc.


Two Jericho Plaza


Wing A, Suite 11


Jericho, New York 11753


Attn: Peter Braverman


Fax: 
(516) 433-2777


Tel:  
(516) 822-0022


 


If to the Shareholder:


 


First Union Real Estate Equity and Mortgage Investments


7 Bulfinch Place, Suite 500


P.O Box 9507


Boston, Massachusetts 02114


Attn: Carolyn Tiffany


Fax: (617) 742-4643


Tel: 
(617) 570- 4606


 


or such other address or facsimile number as such party (or transferee)
may hereafter specify for the purpose by notice to the other parties. Each such
notice, request or other communication shall be effective (a) if given by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section and the appropriate facsimile


 


18





















 


confirmation is received or (b) if given by any other means, when
delivered at the address specified in this Section.


 


(b)                                 No Waivers.  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.


 


(c)                                  Expenses.  Except as otherwise provided for herein or
otherwise agreed to in writing by the parties, all costs and expenses incurred
in connection with the preparation of this Agreement shall be paid by the
Company.


 


(d)                                 Successors and
Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, that neither
party may assign its rights or obligations under this Agreement without the
prior written consent of the other party, except that the Shareholder may
assign its rights hereunder to any Affiliate and such aAffiliate shall be
entitled to the benefits of this Agreement as if it had been a signatory hereto.


 


(e)                                  Governing Law.  This Agreement shall be construed in
accordance with and governed by the law of the State of New York, without
regard to principles of conflicts of law.


 


(f)                                    Jurisdiction.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in any federal or state court located in the County and State of New
York, and each of the parties hereby consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding which is brought in any such court has been brought
in an inconvenient forum. Process in any such suit, action or proceeding may be
served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 10(a) shall
be deemed effective service of process on such party.


 


(g)                                 Waiver of Jury Trial.


 


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


19





















 


(h)                                 Counterparts;
Effectiveness.  This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.


 


(i)                                     Entire
Agreement.  This Agreement constitutes
the entire agreement between the parties with respect to the subject matter of
this Agreement and supersedes all prior agreements and understandings, both
oral and written, between the parties with respect to the transactions
contemplated herein. Except as provided herein, no provision of this Agreement
or any other agreement contemplated hereby is intended to confer on any Person
other than the parties hereto any rights or remedies.


 


(j)                                     Captions.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.


 


(k)                                  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent
possible.


 


(l)                                     Amendments.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given without the prior written consent of the parties hereto.


 


(m)                               Aggregation of
Stock.  All Registerable Common Stock
held by or acquired by any Affiliated Persons will be aggregated together for
the purpose of determining the availability of any rights under this Agreement.


 


(n)                                 Equitable Relief.  The parties hereto agree that legal remedies
may be inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.


 


(o)                                 No Inconsistent
Agreements.  None of the Company or the
Operating Partnership has entered and neither of them will enter into any
agreement that is inconsistent with the rights granted to the Shareholder in
this Agreement or that otherwise conflicts with the provisions hereof.  The rights granted to the Shareholder hereunder
do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Company’s or the Operating Partnership’s other
issued and outstanding securities under any such agreements. From and after the
date of this Agreement, neither the Company nor the Operating Partnership will
enter into any


 


20





















 


agreement with any holder or prospective holder of any securities of
the Company or the Operating Partnership which would grant such holder or
prospective holder more favorable rights than those granted to the Shareholder
hereunder or substantially similar or equivalent rights to those granted to the
Shareholder.


 


(p)                                 No Adverse Action
Affecting the Registerable Common Stock. 
Neither the Company nor the Operating Partnership shall take any action
with respect to the Registerable Common Stock with an intent to adversely
affect or that does adversely affect the ability of any of the Holders to
include such Registerable Common Stock in a registration undertaken pursuant to
this Agreement or their offer and sale. 
Notwithstanding the foregoing, the provisions of this Section 10(p)
shall not apply to the Other Registration Rights Agreements.


 


IN WITNESS WHEREOF, this Registration Rights
Agreement has been duly executed by each of the parties hereto as of the date
first written above.


 


 


	
   

  	
  NEWKIRK REALTY TRUST, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Braverman

  	
   

  
	
   

  	
   

  	
  Name: Peter Braverman

  
	
   

  	
   

  	
  Title:  
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST UNION REAL ESTATE EQUITY

  
	
   

  	
  AND MORTGAGE INVESTMENTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Alba

  	
   

  
	
   

  	
   

  	
  Name: 
  John Alba

  
	
   

  	
   

  	
  Title:   
  Chief Investment Officer

  
					



 


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