AMENDMENTNO. 1 TO VOTING TRUSTEE AGREEMENT

Contract Categories: Business Operations - Voting Agreements
EX-10.2 3 ex10-2.htm AMDT NO. 1 TO VOTING TRUSTEE AGREEMENT ex10-2.htm
 
Exhibit 10.2
 
AMENDMENT NO. 1 TO VOTING TRUSTEE AGREEMENT
 

 
THIS AMENDMENT NO. 1 TO VOTING TRUSTEE AGREEMENT, is made as of March 20, 2008, 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, pursuant to that certain Voting Trustee Agreement, dated as of December 31, 2007, among Lexington, the Operating Partnership and the Advisor (the “Agreement”), the parties set forth certain rights and obligations in connection with the Special Preferred Stock, $.01 par value per share of Lexington (the “Special Voting Preferred Stock”);
 
WHEREAS, the parties desire to amend the Agreement as hereinafter provided;
 
NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein set forth, the parties hereto agree as follows:
 
1.         Capitalized Terms.  Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Agreement.
 
2.         Amendments.  The Agreement is hereby amended by deleting Section 2 thereof in its entirety and inserting the following in lieu therof;
 
 
2.           Voting Procedure. Lexington 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 common shareholders in connection with such vote or consent and (iii) provide such holders with the means with which to indicate their LP Direction Votes.
  
 
3.           Miscellaneous.             (a)  Except as modified hereby, the Agreement remains in full force and effect and the provisions thereof are hereby ratified and confirmed.

(b)           All references in the Agreement to “this Agreement”, “hereunder”, “hereto” or similar references, and all references in all other documents to the Agreement shall hereinafter be deemed references to the Agreement as amended hereby.

(c)           This Amendment may be executed in one or more counterparts, all of which together shall for all purposes constitute one amendment, binding on all parties hereto, notwithstanding that the parties have not signed the same counterparts.
 
 

 
 
 
 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
 
 
 
LEXINGTON REALTY TRUST 
 
     
 
By:
 /s/ T. Wilson Eglin   
    Name:  T. Wilson Eglin   
    Title:  Chief Executive Officer   
 
 
  THE LEXINGTON MASTER LIMITED PARTNERSHIP   
     
  By:   Lex GP-1 Trust, its General Partner    
         
    By: /s/ T. Wilson Eglin   
   
 
Name:  T. Wilson Eglin 
 
   
 
 Title:  President   

 
 
 
NKT ADVISORS LLC 
   
 
By:
 FUR Holdings LLC,  its Managing Member
       
   
By:
WEM-FUR Investors LLC, its Managing Member
     
 
  
     
By:
 /s/ Michael L. Ashner   
        Michael L. Ashner   
     
 
 Managing Member