Exhibit 10.1
SEVENTH AMENDMENT
TO
FIFTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
LEPERCQ CORPORATE INCOME FUND
L.P.
This SEVENTH AMENDMENT TO FIFTH
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEPERCQ
CORPORATE INCOME FUND L.P. (this “ Amendment
”) is made and effective as of November 2, 2005 by and among
the entities and individuals signatory hereto.
A. Lepercq
Corporate Income Fund L.P., a Delaware limited partnership (the
“ Partnership ”), is governed by that certain
Fifth Amended and Restated Agreement of Limited Partnership, dated
as of December 31, 1996, as amended by Amendment No. 1 thereto
dated as of December 31, 2000, by First Amendment thereto effective
as of June 19, 2003, by Second Amendment thereto effective as of
June 30, 2003, by Third Amendment thereto effective as of December
31, 2003, by Fourth Amendment thereto effective as of October 28,
2004, by Fifth Amendment thereto effective as of December 8, 2004
(the “ Agreement ”), and by Sixth Amendment
thereto effective as of January 3, 2005. Unless otherwise defined,
all capitalized terms used herein shall have such meaning ascribed
such terms in the Agreement.
B. Lex
GP-1 Trust, a Delaware statutory trust, is the General Partner of
the Partnership.
C. Pursuant
to Sections 4.2(A), 12.1, 12.2, 14.1(B)(2) of the Agreement, the
General Partner has the power, without the consent of any other
Partner to amend the Agreement as may be required to reflect the
admission of Partners in accordance with the Agreement.
NOW, THEREFORE
, the undersigned, being desirous of
effectuating the foregoing and amending the Agreement accordingly,
hereby enter into this Amendment and amend the Agreement as
follows:
1.
Exhibit A . Exhibit A of the Agreement is hereby amended by
adding the Westport Limited Partners Supplement attached as Exhibit
1 hereto to the end of Exhibit A of the Agreement, for the purposes
of admitting the Westport Limited Partners (as defined on Exhibit
1) as Partners of the Partnership with the rights and obligations
of Additional Limited Partners.
2.
Miscellaneous . Except as amended hereby, the Agreement
shall remain unchanged and in full force and effect.
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Exhibit 1
Westport Limited Partner
Supplement
As a result of the contribution of
the interests in Westport View Corporate Center L.P. on November 2,
2005, the General Partner pursuant to Section 4.2.A and Sections
14.1.B(2) and 14.1.B(3) of this Agreement has authorized the
issuance of Partnership Units to the contributors signatory hereto
(collectively, the “Westport Limited Partners”). The
Westport Limited Partners shall receive the number of Partnership
Units set forth opposite their respective names below. For purposes
of applying the terms and conditions of the Agreement, each
Westport Limited Partner shall be a Partner of the Partnership with
the rights and obligations of Additional Limited Partners. To the
extent that the terms of this Supplement are different than the
terms of the following sections of the Agreement, the terms of this
Supplement shall apply.
Notwithstanding Section 5.1.A of the
Agreement, each Westport Limited Partner shall be entitled to
receive distributions with respect to each Partnership Unit equal
to the cash dividend payable with respect to each REIT Share,
determined at the time of each quarterly distribution beginning
with the distribution payable to shareholders of record of LXP in
February, 2006.
For purposes of Sections 6.1A and
6.1B of the Partnership Agreement, allocations of Net Income and
Net Loss by the Partnership generally shall be made after giving
effect to all allocations of taxable income to the Westport Limited
Partners. Pursuant to the General Partner’s authority in
Section 14.1.B(3), Partnership taxable income shall be specially
allocated to the Westport Limited Partners in an amount equal to,
but not in excess of, all cash distributions to the Westport
Limited Partners; provided, however, that the Westport Limited
Partners shall be allocated taxable income as otherwise required in
Exhibit B and C of the Partnership Agreement. For purposes of
Section 6.1C of the Partnership Agreement, Nonrecourse Liabilities
of the Partnership shall be allocated to account for any income or
gain to be allocated to the Westport Limited Partners pursuant to
Sections 2.B and 2.D of Exhibit C, in the same priority as
Nonrecourse Liabilities are allocated to the Property Limited
Partners, the Red Butte Limited Partners, the Expansion Limited
Partners, the Pacific Place Limited Partners, the Phoenix Limited
Partners, the Savannah Limited Partners, the Anchorag
