Exhibit 10.23
FIRST AMENDMENT TO THE
LIMITED PARTNERSHIP AGREEMENT OF
LEXINGTON/LION VENTURE L.P.
This
FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF
LEXINGTON/LION VENTURE L.P. , dated and effective as of
December 4, 2003 (“Amendment No. 1”), 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 ”).
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 , 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. Unless otherwise defined, all defined terms used
herein shall have such meaning ascribed such terms in the
Partnership Agreement.
NOW, THEREFORE , the Partners, effective for all purposes as
of the date hereof, hereby amend the Partnership Agreement as
follows.
1.
Amendment to Section 1.1. – Revised Definitions.
Section 1.1 of the Partnership Agreement is hereby amended by
deleting the definitions of “ Net Rents ”
and “ Qualified Property ” or “
Qualified Properties ” in their entirety and
replacing them with new definitions of “ Net
Rents ” and “ Qualified Property
” or “ Qualified Properties ” which
shall read as follows:
“ Net Rents ” for any
period shall mean the base rents, escalations of base rents,
percentage rents and other rents (but specifically excluding
reimbursement from tenants for Operating Expenses) actually
received by the Partnership from all of the tenants of the
Qualified Properties during such period.
“ Qualified Property ”
or “ Qualified Properties ” shall mean
(x) the interest of the Partnership in each parcel of real
property acquired as provided in Section 3.6 hereof,
together with all buildings, structures and improvements located
thereon, fixtures contained therein, appurtenances thereto and all
personal property owned in connection therewith, and
(y) subject to the provisions of Section 2.8
hereof, the Malvern Property.
2.
Amendment to Section 1.1. – New Definitions .
Section 1.1 of the Partnership Agreement is hereby amended by
adding the following new defined terms thereto:
“ Malvern GP ” shall
mean Lexington Malvern Manager LLC, a Delaware limited liability
company of which the Partnership is the sole member, which limited
liability company is (x) the general partner of the Malvern
Owner and (y) an SP Subsidiary.
“ Malvern LPs ” shall
mean, collectively, the Limited Partners, in their capacities as
limited partners of the Malvern Owner.
“ Malvern Owner ”
shall mean Lexington Malvern L.P., a Delaware limited partnership
of which the Limited Partners are the limited partners and the
Malvern GP is the general partner, which limited partnership is the
fee owner of the Malvern Property.
“ Malvern Owner LP Agreement
” shall mean the amended and restated agreement of limited
partnership of the Malvern Owner dated as of December 4,
2003.
“ Malvern Property ”
shall mean the premises located at 70 Valley Stream Parkway in
Malvern, Pennsylvania, together with all buildings, structures and
improvements located thereon, fixtures contained therein,
appurtenances thereto and all personal property owned in connection
therewith.
“ Other Partner’s Malvern
Interest ” shall mean the limited partner interest in
the Malvern Owner held by another Partner or its
Affiliate.
“ Partnership’s Malvern
Interest ” shall mean 100% of the Partnership’s
interest in the Malvern GP.
3.
Amendment to Article II . Article II of the
Partnership Agreement is hereby amended by adding a new
Section 2.8 thereto which shall read as follows:
2.8
Treatment of the Malvern Property as a Qualified
Property .
(a) It is the
intention of the parties that the Malvern Property be regarded a
property contributed to the Partnership by LXP pursuant to the
terms of that certain Contribution Agreement between LXP and the
Fund entered into as of October 22, 2003, as amended as of
December 4, 2003, notwithstanding that (i) the Malvern
Owner, and not an SP Subsidiary, shall retain ownership of the
Malvern Property, and (ii) the Partnership, by virtue of its
ownership of the Malvern GP, shall only have an indirect,
non-economic interest in the Malvern Property. Accordingly, for
purposes of this Agreement (and the agreements and arrangements
contemplated by this Agreement), the Partners agree that, subject
to the provisions of this Section 2.8 , the Malvern
Property shall be deemed to be a “Qualified Property”
for purposes of this Agreement as of December 4, 2003 and
that, without limiting the generality
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