Untitled Document



FIRST
AMENDMENT TO THE  
AMENDED AND RESTATED AGREEMENT OF  LIMITED 
PARTNERSHIP OF THE NEWKIRK
MASTER LIMITED
PARTNERSHIP


This
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE
NEWKIRK MASTER LIMITED PARTNERSHIP (this “Amendment”),  dated as of June 1,
2006, is hereby adopted by Newkirk Realty Trust, Inc., a Maryland corporation (the “General
Partner”), as the general partner of The Newkirk  Realty Trust, Inc., a Delaware
limited partnership (the “Partnership”).  Capitalized terms used, but not
otherwise defined herein, shall have the respective  meanings ascribed thereto in the
Amended and Restated Agreement of Limited Partnership of the Partnership, dated November
7, 2005 (the “Agreement”).


WHEREAS,
pursuant to Section 4.2.A of the Agreement, the General Partner is authorized to
cause the Partnership to issue Partnership Units with such  designations, preferences and
relative, participating, optional or other special rights, powers and duties as the
General Partner shall determine and as shall  be set forth in a written document attached
to and made an exhibit to the Agreement; and


WHEREAS,
the General Partner has determined that it is in the best interests of the Partnership to
issue a new class of Partnership Units in  exchange for the contribution of those limited
partnership interests  in those certain limited partnerships all as set forth on Exhibit
A hereto;


NOW,
THEREFORE, in consideration of the foregoing, and other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged, the parties hereto agree
as follows:


1.
  The Agreement is hereby amended by the addition of a new exhibit, entitled “Exhibit
  C,” in the form attached hereto, which shall be attached to and made
  a part of the Agreement.


2.
  Each Person to whom the General Partner shall initially cause the Partnership
  to issue any of the Partnership Units described on Exhibit C shall
  be admitted to the Partnership as a Limited Partner with the rights of holders
  of the Partnership Units set forth on Exhibit C. The General Partner
  shall amend the books and records of the Partnership to reflect the admittance
  of each such Person as a Limited Partner and the issuance of such Partnership
  Units to each such Person.


3.
Except as specifically amended hereby, the terms, covenants, provisions and conditions of
the Agreement shall remain unmodified and  continue in full force and effect and, except
as amended hereby, all of the terms, covenants, provisions and conditions of the
Agreement are hereby ratified and  confirmed in all respects.









IN
WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first
written above.



	 	NEWKIRK
      REALTY TRUST, INC.
	 	 
	 	 
	 	By:	 
	 	 	

	 	 	Peter Braverman
	 	 	President







Schedule A

	Partner	 	
      Units

        Tendered
	 	Partnership	 	Class
      A Partnership 

      Common Units Issued
	Albani,
      Frank	 	
      0.50
	 	Sunset
      Park West Limited Partnership	 	
      1,679.21

	 	 	 
	 	 	 	

	Beitscher, Melvin	 	1.00
	 	Sunset Park West Limited
      Partnership	 	3,358.43

	 	 	 
	 	 	 	

	Clarke,
      Edwin	 	
      1.00
	 	Sunset
      Park West Limited Partnership	 	
      3,358.43

	 	 	 
	 	 	 	

	Estate of Patricia
      Slick	 	0.50
	 	Sunset Park West Limited
      Partnership	 	1,679.21

	 	 	 
	 	 	 	

	Foreit,
      Claude	 	
      1.00
	 	Sunset
      Park West Limited Partnership	 	
      3,358.43

	 	 	 
	 	 	 	

	Hudson, T.B.	 	0.50
	 	One Summit
      Associates Limited Partnership	 	1,158.08

	 	 	 
	 	 	 	

	Keller,
      Glen	 	
      0.50
	 	One
      Summit Associates Limited Partnership	 	
      1,158.08

	 	 	 
	 	 	 	

	Koch, Carolyn	 	0.0625
	 	One Arkansas
      Associates Limited Partnership	 	1,284.74

	 	 	 
	 	 	 	

	Levin,
      Ira	 	
      1.00
	 	One
      Summit Associates Limited Partnership	 	
      2,316.16

	 	 	 
	 	 	 	

	Lomax, Henry	 	1.00
	 	Sunset Park West Limited
      Partnership	 	3,358.43

	 	 	 
	 	 	 	

	Mackey,
      James	 	
      0.50
	 	Sunset
      Park West Limited Partnership	 	
      1,679.21

	 	 	 
	 	 	 	

	Naum, Robert	 	1.00
	 	One Summit Associates
      Limited Partnership	 	2,316.16

	 	 	 
	 	 	 	

	Ossoff,
      Richard	 	
      0.50
	 	Browen
      Associates Limited Partnership	 	
      1,027.79

	 	 	 
	 	 	 	

	Peterson, Marta	 	1.00
	 	Sunset Park West Limited
      Partnership	 	3,358.43

	 	 	 
	 	 	 	

	Rouady,
      William	 	
      1.00
	 	Browen
      Associates Limited Partnership	 	
      2,055.59

	 	 	 
	 	 	 	

	Slick, Jr., William	 	0.50
	 	Sunset Park
      West Limited Partnership	 	1,679.21

	 	 	 
	 	 	 	

	Swygert.
      Jettie	 	
      0.50
	 	One
      Summit Associates Limited Partnership	 	
      1,158.08

	 	 	 
	 	 	 	

	Van Orman, Chandler	 	0.50
	 	Tustin Associates
      Limited Partnership	 	1,939.78

	 	 	 
	 	 	 	

	Morris
      B. Wilkins Trust Dtd. 8/6/04	 	
      1.00
	 	One
      Summit Associates Limited Partnership	 	
      2,316.16

	Morris
      B & Michael C Wilkins TTEES	 	 	 	 	 	 








EXHIBIT C

PARTNERSHIP UNIT DESIGNATION
OF THE
CLASS A PARTNERSHIP COMMON UNITS
OF THE NEWKIRK
MASTER LIMTIED PARTNERSHIP


	
1. 	
      Number of Units and Designation.

      





A
class of Partnership Units is hereby designated as “Class A Partnership Common   Units,”
and the number of Partnership Units initially  constituting such class shall be Forty
Thousand Two Hundred Thirty Nine and 61/100 (40,239.61).


	
2. 	
      Definitions.

      





For
purposes of this Partnership Unit Designation, the following terms shall have the
meanings indicated in this Section 2. Capitalized terms used  and not otherwise
defined herein shall have the meanings assigned thereto in the Agreement.


“Agreement”
  shall mean the Amended and Restated Agreement of Limited Partnership of The
  Newkirk Master Limited Partnership, as amended from time to time.


“Class
  A Partnership Common Unit” shall mean a Partnership Unit with the designations,
  preferences and relative, participating, optional or other special rights, powers
  and duties as are set forth in this Exhibit C.


“Lock-Out
  Date” – Class A” shall mean November 1, 2007


	
3. 	
      Class A Partnership Common Units

      





Except
as provided in Sections 4 and 5 of this Exhibit C, the Class A Partnership Common Units,
and the holders thereof, shall be deemed Partnership  Common Units and shall have all of
the same rights and obligations as the existing Partnership Common Units outstanding on
the date hereof and the holders of  such existing Partnership Common Units


	
4. 	
      Redemption.

      





For
purposes of Section 8.6.A of the Agreement, the “Lock-Out Date” for all holders
of Class A Partnership Common Units shall be the Lock-Out  Date-Class A.










	
5. 	
      LP Direction Votes.

      





For
purposes of Section 7.1.A(6) of the Agreement, “or the Class A Partnership Common
Units” shall be deemed inserted immediately following the word  “Partner” in
the parenthetical “(other than the General Partner)” in the tenth line of said
Section 7.1.A(6), the result of which is to exclude from LP  Direction Votes the Class A
Partnership Common Units.