FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF CPA:17 LIMITED PARTNERSHIP
EXHIBIT 10.7
This FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF CPA:17 LIMITED PARTNERSHIP, a
Delaware limited partnership (the “Partnership”), dated as of November 23, 2009 (this
“Amendment”), is entered into by Corporate Property Associates 17 — Global Incorporated, a
Maryland corporation holding both general partner and limited partner interests in the Partnership
(the “General Partner”). Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the OP Agreement (defined below).
RECITALS
WHEREAS, the Partnership was formed in 2007 and is governed by that certain Agreement of
Limited Partnership of CPA:17 Limited Partnership (the “OP Agreement”);
WHEREAS, the General Partner desires to amend and supplement the OP Agreement to reflect a
change in order to conform the definition of “Available Cash” in the OP Agreement to the definition
of such term provided in the final prospectus for the General Partner’s initial public offering,
which change is of an inconsequential nature and does not adversely affect the Limited Partners in
any material respect; and
WHEREAS, Section 7.3.D.(4) of the OP Agreement provides that the General Partner may so amend
the OP Agreement without the consent of the Limited Partners.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the General Partner amends the OP
Agreement as follows:
1. Amendment. The definition of “Available Cash” in Section 1.1 of the OP Agreement
shall be deleted in its entirety and replaced with the following:
“Available Cash” means, with respect to any period for which such calculation is
being made, the cash flow generated by Partnership operations and investments as
determined in the reasonable discretion of the General Partner, taking into account
all cash available for distribution from all sources excluding Capital Proceeds,
after the payment of regular debt payments (including, without limitation, regularly
scheduled payments of interest and amortization, but excluding balloon payments and
early prepayment of debt principal) and Operating Expenses of the Partnership (as
defined in the Advisory Agreement) but before the payment of distributions to
Partners. Notwithstanding the foregoing, the operating cash flow of any entity in
which the Partnership owns, directly or indirectly, less than a 100% interest shall
be multiplied by the percentage ownership of such entity held, directly or
indirectly, by the Partnership.
2. No Other Changes. Except as expressly set forth herein, the OP Agreement remains
in full force and effect.
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3. Counterparts. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD FOR ANY OF THE CONFLICTS OF LAWS PRINCIPLES
THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above.
| General Partner: | Corporate Property Associates 17—Global Incorporated, a Maryland corporation |
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| By: | _/s/ Xxxx X. XxXxxxxxx | |||
| Name: | Xxxx X. XxXxxxxxx | |||
| Title: | Managing Director | |||
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