Exhibit 10.3
Execution Copy
FIFTH AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
NET 3 ACQUISITION L.P.
This FIFTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF
LIMITED
PARTNERSHIP OF NET 3 ACQUISITION L.P. (this
"Amendment") is made and effective
as of January 3, 2005, 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 effective as of
November 28, 2001, that certain Second
Amendment effective as of June 19, 2003,
that certain Third Amendment effective
as of June 30, 2003, and that certain
Fourth Amendment effective as of December
8, 2004 (the "Agreement"). Unless otherwise
defined, all capitalized terms used
herein shall have such meaning ascribed
such terms in the Agreement.
B. Lexington Corporate Properties Trust, a Maryland real estate
investment trust ("LXP") is the sole
unitholder of each of (i) Lex GP-1 Trust, a
Delaware statutory trust ("Lex GP") and
(ii) Lex LP-1 Trust, a Delaware
statutory trust ("Lex LP"). Lex GP is the
general partner of the Partnership,
Lepercq Corporate Income Fund L.P., a
Delaware limited partnership, and Lepercq
Corporate Income Fund II L.P., a Delaware
limited partnership (collectively, the
"Operating Partnerships"). Lex LP is the
Initial Limited Partner of each of the
Operating Partnerships.
C. Pursuant to that certain Underwriting Agreement, dated as of
December 2, 2004, by and among Bear,
Stearns & Co. Inc. (the "Underwriter "), on
the one hand, and LXP and the Operating
Partnerships, on the other, and as of
the date hereof, LXP has completed the
offer and sale (the "Offering") to the
Underwriter of an additional 400,000
preferred shares of beneficial interest,
classified as 6.50% Series C Cumulative
Convertible Preferred Stock, par value
$0.0001 per share, of LXP ("Preferred
Shares"), pursuant to a prospectus
supplement dated December 3, 2004 and the
accompanying base prospectus dated
October 22, 2003.
D. The Preferred Shares carry a (i) cumulative preferred dividend,
(ii)
liquidation preference and (iii) conver
