Exhibit 3.19
THIRD AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
NET 3 ACQUISITION L.P.
This THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF NET 3 ACQUISITION L.P. (this "Amendment") is made and
entered into on October 22, 2003, but effective as of June 30, 2003, by and
among the entities and individuals signatory hereto.
A. Net 3 Acquisition L.P., a Delaware limited
partnership (the "Partnership"), is governed by that certain Amended and
Restated Agreement of Limited Partnership, dated effective as of November 28,
2001, as amended by that certain First Amendment dated effective as of November
28, 2001 and that certain Second Amendment dated effective as of June 19, 2003
(the "Agreement"). Unless otherwise defined, all capitalized terms used herein
shall have such meaning ascribed such terms in the Agreement.
B. Lex GP-1 Trust, a Delaware statutory trust, is the
General Partner of the Partnership; Lex LP-1 Trust, a Delaware statutory trust,
is the Initial Limited Partner of the Partnership; and The LCP Group, L.P. is
the sole Special Limited Partner.
C. Pursuant to Section 14.1 of the Agreement, the
Agreement may be amended with the consent of the General Partner, the Initial
Limited Partner, and the Special Limited Partners representing all of
Partnership Units held by such Special Limited Partners.
D. As of the date hereof, and pursuant to Section 14.1
of the Agreement, the parties hereto desire to amend the Agreement to extend the
term of the Agreement indefinitely, unless the Partnership is dissolved sooner
pursuant to the provisions of Article 13 of the Agreement or as otherwise
provided by law.
NOW, THEREFORE, the undersigned, being desirous of
effectuating the foregoing and amending the Agreement accordingly, hereby enter
into this Amendment and amend the Agreement as follows:
1. Section 2.5. Section 2.5 of the Agreement is deleted
in its entirety and replaced with the following:
"Section 2.5 Term. The term of the Partnership commenced on
November 3, 2000, the date the Certificate was filed in the office of the
Secretary of State of the State of Delaware in accordance with the Act and shall
continue indefinitely, unless the Partnership is dissolved sooner pursuant to
the provisions of Article 13 or as otherwise provided by law."
2. Miscellaneous. Except as amended hereby, the
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on behalf of the Partnership in accordance with the provisions of
Section 14.1 of the Agreement as of the date first written above.
GENERAL PARTNER:
LEX GP-1 TRUST
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
INITIAL LIMITED PARTNER:
LEX LP-1 TRUST
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
SPECIAL LIMITED PARTNER:
THE LCP GROUP, L.P.
By: Third Lero Corp., general partner
By: /s/ E. Xxxxxx Xxxxxxx
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Name: E. Xxxxxx Xxxxxxx
Title: President
