Exhibit 10.1
Execution Copy
SECOND AMENDMENT TO THE
LIMITED PARTNERSHIP AGREEMENT OF
LEXINGTON/LION VENTURE L.P.
This SECOND AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF
LEXINGTON/LION VENTURE L.P., dated September 30, 2004 and effective as of August
11, 2004 (this "Amendment"), is made and entered into by and among Lexington
Corporate Properties Trust, a Maryland real estate investment trust ("LXP"), LXP
GP, LLC, a Delaware limited liability company ("LXP GP"), CLPF-LXP/LV, L.P., a
Delaware limited partnership (the "Fund"), and CLPF-LXP/Lion Venture GP, LLC, a
Delaware limited liability company (the "Fund GP"). Unless otherwise defined,
all defined terms used herein shall have such meaning ascribed such terms in the
Partnership Agreement.
WHEREAS, Lexington/Lion Venture L.P., a Delaware limited partnership
(the "Partnership") is governed by that certain Limited Partnership Agreement,
dated and effective as of October 1, 2003, by and among LXP, as a limited
partner of the Partnership, LXP GP, as a general partner of the Partnership, the
Fund, as a limited partner of the Partnership, and the Fund GP, as a general
partner of the Partnership, (the "Partnership Agreement");
WHEREAS, the Partnership Agreement was amended by that certain First
Amendment to the Partnership Agreement, dated as of December 4, 2003;
WHEREAS, pursuant to Section 12.12 of the Partnership Agreement, the
Partnership Agreement may not be amended without the written consent of all of
the Partners; and
WHEREAS, the parties hereto, constituting all of the Partners, desire
to amend the Partnership Agreement in the manner set forth herein.
NOW, THEREFORE, the Partners, effective for all purposes as of the
date hereof, hereby amend the Partnership Agreement as follows.
1. Amendment to Section 3.8(a) - Limitation on Partnership
Indebtedness. Section 3.8 of the Partnership Agreement is hereby amended by
deleting the figure "$150,000,000" and replacing it with "$277,500,000."
[Remainder of Page Intentionally Left Blank]
2. Amendment to Schedule 1 - Names and Capital Commitments of
Partners. Schedule 1 of the Partnership Agreement is hereby amended by deleting
it in its entirety and replacing it with:
SCHEDULE 1
Names and Capital Commitments of Partners
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Partner Name Capital Commitment Percentage
------------ ------------------ ----------
Interest
--------
Lexington Corporate Properties Trust $55,435,713.57 29.85%
LXP GP, LLC $278,571.43 .15%
CLPF-LXP/LV, L.P. $129,350,000.00 69.65%
CLPF-LXP/Lion Xxxxxx XX, LLC $650,000.00 .35%
3. Amendment to Paragraph 12(a)(ii)(z) of Schedule 5 - Calculation of
Purchase Price. Paragraph 12(a)(ii)(z) of Schedule 5 of the Partnership
Agreement is hereby amended by deleting the figure "$19.00" and replacing it
with "$19.98."
4. Ratification and Confirmation of the Partnership Agreement; No
Other Changes. Except as modified by this Amendment, the Partnership Agreement
is hereby ratified and affirmed in all respects. Nothing herein shall be held to
alter, vary or otherwise affect the terms, conditions and provision of the
Partnership Agreement, other than as stated above.
5. Further Assurances. Each of the parties hereto covenants and
agrees to promptly take such action, and to cause such party's affiliates to
promptly take such action, as may be reasonably required to effectively carry
out the intent and purposes of this Amendment.
6. Governing Law. This Amendment shall be construed in accordance
with and governed by the laws of the State of Delaware, without giving effect to
the provisions, policies or principles thereof relating to choice or conflict of
laws.
7. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
[Signature Page Follows]
2
IN WITNESS WHEREOF, this Amendment is executed effective as of the date
first set forth above.
LXP GP
------
LXP GP LLC
By:/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Executive Vice President
LXP
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LEXINGTON CORPORATE PROPERTIES TRUST
By:/s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Vice President
THE FUND GP
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CLPF-LXP/LION VENTURE GP, LLC
By: CLPF-LXP/LV, L.P., a Delaware limited
partnership, its sole member
By: CLPF-LXP/LV GP, LLC, a Delaware limited
partnership, its general partner
By: Clarion Lion Properties Fund Holdings, L.P., a
Delaware limited partnership, its sole member
By: CLPF-Holdings, LLC, a Delaware limited liability
company, its general partner
By: Clarion Lion Properties Fund Holdings REIT, LLC,
a Delaware limited liability company, its sole member
By: Clarion Lion Properties Fund, LLC, a Delaware
limited liability company, its managing member
By: Clarion Partners LLC, a New York limited liability
company, its manager
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
THE FUND
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CLPF-LXP/LV, L.P.
By: CLPF-LXP/LV GP, LLC, a Delaware limited
partnership, its general partner
By: Clarion Lion Properties Fund Holdings, L.P., a
Delaware limited partnership, its sole member
By: CLPF-Holdings, LLC, a Delaware limited liability
company, its general partner
By: Clarion Lion Properties Fund Holdings REIT, LLC, a
Delaware limited liability company, its sole member
By: Clarion Lion Properties Fund, LLC, a Delaware
limited liability company, its managing member
By: Clarion Partners LLC, a New York limited liability
company, its manager
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
