Exhibit 4.2
FRANKLIN STREET PARTNERS LIMITED PARTNERSHIP
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
This First Amendment to the Third Amended and Restated Limited Partnership
Agreement, dated as of January 1, 2000 (the "Partnership Agreement") of Franklin
Street Partners Limited Partnership, a Massachusetts limited liability
partnership (the "Partnership"), is made as of January 1, 2000 by and among
Xxxxxx X. Xxxxxx, R. Xxxxx XxxXxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxx
(collectively, the "Withdrawing General Partners"), FSP General Partner LLC, a
Massachusetts limited liability company ("FSP LLC"), Xxxxx X. Xxxxxx and Xxxxxxx
X. Xxxxxx as limited partners (the "Class B Limited Partners") and those Persons
listed on Schedule II to the Partnership Agreement as limited partners (the
"Limited Partners"). Capitalized terms used herein and otherwise defined shall
have the respective meanings ascribed to them in the Partnership Agreement.
WHEREAS, the Partnership was formed as a limited partnership pursuant to
an Agreement of Limited Partnership dated as of January 24, 1997, as amended to
date in the form of the Partnership Agreement, and a Certificate of Limited
Partnership dated as of February 4, 1997, filed with the Office of the Secretary
of State of the Commonwealth of Massachusetts on February 4, 1997;
WHEREAS, Section 4.12(e) of the Partnership Agreement provides that the
Withdrawing General Partners may unanimously contribute their interests in the
Partnership to a limited liability company, which shall thereupon be admitted as
the General Partner of the Partnership;
WHEREAS, the Withdrawing General Partners have contributed their general
partner interests in the Partnership to FSP LLC, effective as of the date
hereof; and
WHEREAS, the parties hereto wish to provide for the admission of FSP LLC
as a General Partner in substitution for the Withdrawing General Partners.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, it is hereby agreed that the Partnership Agreement is
amended as follows:
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1. In accordance with the provisions of Section 4.12(e) of the Partnership
Agreement, FSP LLC is hereby admitted as the sole General Partner of the
Partnership.
2. References in the Partnership Agreement to the "General Partners", "a
majority in interest of the General Partners" and the "Managing General Partner"
shall henceforward refer to FSP LLC.
3. The words "Schedule I" in the first sentence of the Partnership
Agreement are hereby amended to read "Schedule II".
P
Except as specifically amended hereby, the Partnership Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of January 1, 2000.
WITHDRAWING GENERAL SUCCESSOR GENERAL PARTNER:
PARTNERS:
/s/ Xxxxxx X. Xxxxxx
----------------------------- FSP GENERAL PARTNER LLC
Xxxxxx X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Managing Member
/s/ R. Xxxxx XxxXxxx
-----------------------------
R. Xxxxx XxxXxxx
/s/ Xxxxxxx X. Xxxxxx
----------------------------- CLASS B LIMITED PARTNERS
Xxxxxxx X. Xxxxxx AND LIMITED PARTNERS:
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx, their attorney-in-fact
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