Exhibit 10.6
VOTING TRUSTEE
AGREEMENT
THIS
AGREEMENT , made as of December 31,
2006, among LEXINGTON REALTY TRUST , a Maryland real estate
investment trust (“ Lexington ”), THE
LEXINGTON MASTER LIMITED PARTNERSHIP (formerly known as The
Newkirk Master Limited Partnership), a Delaware limited partnership
(the “ Operating Partnership ” and
together with Lexington, the “ Company
”), and NKT ADVISORS LLC (the “
Advisor ”).
WHEREAS
, the Advisory
Agreement, dated November 7, 2005, among Newkirk Realty Trust,
Inc., a Maryland corporation (“ Newkirk
”), the Operating Partnership and the Advisor is being
terminated simultaneously with the execution of this
Agreement;
WHEREAS
, simultaneously
herewith, the merger contemplated by that certain Agreement and
Plan of Merger, dated as of July 23, 2006 between Lexington and
Newkirk (the “ Merger Agreement ”),
pursuant to which Newkirk has merged with and into Lexington, with
Lexington being the surviving entity (the “
Merger ”) is being consummated;
WHEREAS
, pursuant to the
Merger Agreement, the Advisor is the sole holder of Surviving
Special Preferred Stock, $[.01] par value per share of Lexington
(the “ Special Voting Preferred Stock
”);
NOW,
THEREFORE , in consideration of the
premises and of the mutual agreements herein set forth, the parties
hereto agree as follows:
1.
Special Voting Stock . Pursuant to the requirements
of Section 7.1.A(11) of the Second Amended and Restated Agreement
of Limited Partnership of the Operating Partnership, dated as of
December 31, 2006 (the “ Partnership Agreement
”), the Advisor shall cast all votes with respect to the
Special Voting Preferred Stock in proportion to direction (the
“ LP Direction Votes ”) that the Advisor
receives (including abstentions) from the holders of the Special
Voting Partnership Units (as defined in the Partnership Agreement)
then outstanding, without regard to LP Direction Votes that were
not cast. Notwithstanding the foregoing, to the extent Vornado
Realty Trust or its affiliates (“Vornado”) are
restricted from casting LP Direction Votes with respect to any of
their Special Voting Partnership Units on account of Special Voting
Preferred Direction Exclusions (as defined in the Partnership
Agreement), the Advisor shall be entitled to cast, in its sole
discretion, the LP Direction Votes that Vornado is restricted from
casting. For example, if at the closing of Merger, 36,000,000
Special Voting Partnership Units are outstanding and at the time of
a vote sought by Lexington of the holders of its common shares
(“Company Common Shares”), 6,000,000 Special Voting
Partnership Units have been redeemed, the Special Voting Preferred
Stock would be entitled to 30,000,000 votes. Also assume that
1,000,000 of the Special Voting Partnership Units were then
restricted from casting LP Direction Votes pursuant to Special
Voting Preferred Direction Exclusions. If there were 20,000,000 LP
Direction
Votes cast in
favor of the proposal submitted to the holders of the Company
Common Shares (including 1,000,000 LP Direction Votes cast by the
Advisor as a result of the Special Voting Direction Exclusions),
2,500,000 LP Direction Votes cast against such proposal, 2,500,000
LP Direction Votes abstaining and the holders of 5,000,000 Special
Voting Partnership Units did not cast any LP Direction Votes, the
Advisor would cast 24,000,000 (80% of 30,000,000) votes of the
Special Voting Preferred Stock in favor of the proposal, 3,000,000
(10% of 30,000,000) against the proposal and 3,000,000 (10% of
30,000,000) as an abstention.
2.
Voting Procedure . The Advisor agrees to (i) notify
the holders of Special Voting Partnership Units regarding any
matter as to which votes or consents are sought by Lexington from
the holders of Special Voting Preferred Stock, (ii) provide such
holders with copies of materials provided to the Advisor in
connection with such vote or consent and (iii) provide such holders
with the means with which to indicate their LP Direction
Votes.
3.
Term This Agreement shall terminate at such time as
there are no longer any Special Voting Partnership Units
outstanding.
4.
Notice . Any notice required or pe
