Voting Trust Agreement

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 con ...