Exhibit 3.11
AMENDMENT NO. 1 TO THE FIFTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
LEPERCQ CORPORATE INCOME FUND L.P.
This Amendment No. 1 ("Amendment No. 1") to the Fifth Amended
and Restated Agreement of Limited Partnership (the "Agreement") of Lepercq
Corporate Income Fund L.P. ("LCIF"), dated as of December 31, 2000 is made and
Lex GP-1, Inc. ("GP"), a Delaware corporation, in its capacity as general
partner of LCIF.
WHEREAS, Section 14.1(B) of the Agreement provides that GP,
without the consent of any other partner, may amend the Agreement to reflect a
change to cure an ambiguity, correct or supplement any provision of the
Agreement not inconsistent with law or other provisions;
WHEREAS, GP and the Special Limited Partners had intended that
LCIF would make cash distributions with respect to each Partnership Unit in the
amount that LXP paid dividends to its shareholders and with respect to each
share of LXP common stock and that LCIF would allocate taxable income in the
amount of the cash distributions;
WHEREAS, the Special Limited Partners have been receiving cash
distributions in the amounts that LXP pays cash dividends but allocations of
taxable income in accordance with their Percentage Interests;
WHEREAS, the GP and Special Limited Partners wish to correct
the existing ambiguity with respect to the Special Limited Partner's rights to
distributions and allocations;
NOW THEREFORE, pursuant to the authority granted to GP in the
Agreement, GP hereby amends the Agreement as follows:
1. Section 5.1 of the Agreement shall be amended to add
a new Section 5.1(E) as follows:
E. Special Limited Partners. Notwithstanding
Section 5.1.A, each Special Limited Partner shall be entitled to receive
distributions with respect to each Partnership Unit equal to the cash dividend
payable with respect to each share of LXP common stock, determined at the time
of each quarterly distribution.
2. Sections 6.1(A) and (B) shall be amended to read in
their entirety as follows:
A. Net Income. After giving effect to the
special allocations set forth in Section 1 of Exhibit C, and to the allocations
of Net Income to Property Limited Partners, Special Limited Partners, Red Butte
Limited Partners and Expansion
Limited Partners set forth below and to the allocations with respect to Pacific
Place Limited Partners, Phoenix Limited Partners, Savannah Limited Partners,
Anchorage Limited Partners, Trademark Lancaster Limited Partners, and Columbia
Limited Partners required pursuant to terms set forth in Exhibit A, Net Income
shall be allocated to the Special Limited Partners only to the extent such
Special Limited Partners have received cash distributions pursuant to Section
5.1.A and then to the General Partner and the Initial Limited Partner in
accordance with their respective Percentage Interests (determined as a
percentage of total Partnership Units held by the General Partner and the
Initial Limited Partner); provided, that following (i) the Effective Date and
(ii) the sale or other disposition (in which gain or loss is recognized) of real
properties representing at least fifty (50%) percent of the Carrying Value of
such properties as of the Effective Date, gains from the sale or other
disposition of partnership assets shall be allocated to the Partners other than
the Property Limited Partners, having negative Capital Accounts, to the extent
and in accordance with such negative Capital Accounts and thereafter to all
Partners in accordance with their Percentage Interests; provided further, that,
a Property Limited Partner shall be specially allocated items of Partnership
income and gain prior to such Property Limited Partner's applicable Redemption
Exercise Date to the extent such Property Limited Partner receives a cash
distribution pursuant to Section 5.1; provided, further, that a Red Butte
Limited Partner and an Expansion Limited Partner will be allocated taxable
income only in an amount equal to the cash distributions received; and provided,
further, that for the taxable year ending December 31, 2000 the taxable income
allocated to each Special Limited Partner shall be reduced to the extent of the
excess, if any, of the difference between (x) the cumulative amount of taxable
income previously allocated to such Special Limited Partner through the taxable
year ending December 31, 1999 and (y) the cumulative amount of taxable income
that would have been allocated to such Special Limited Partner through the
taxable year ending December 31, 1999 had taxable income been allocated in an
amount equal to the cash distributions received by such Special Limited Partner.
B. Net Losses. After giving effect to the
special allocations set forth in Exhibit C, 100% of the Net Losses shall be
allocated to the General Partner and the Initial Limited Partner in accordance
with their respective Percentage Interests (determined as a percentage of total
Partnership Units held by the General Partner and the Initial Limited Partner).
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
GENERAL PARTNER:
Lex GP-1, Inc.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
