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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) conversion right.
E
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