SEVENTH AMENDMENT TO
SECOND AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
LEPERCQ CORPORATE
INCOME FUND II L.P.
This SEVENTH AMENDMENT TO SECOND AMENDED AND
RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF LEPERCQ CORPORATE
INCOME FUND II L.P. (this “ Amendment
”) is made as of April 24, 2009 and effective as of March 26,
2009 by and among the entities and individuals signatory
hereto.
A.
Lepercq Corporate Income Fund II
L.P., a Delaware limited partnership (the “
Partnership ”) is governed by that certain Second
Amended and Restated Agreement of Limited Partnership, dated
effective as of August 27, 1998, as amended by that certain 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 8, 2004, Fourth Amendment thereto
effective as of January 3, 2005, Fifth Amendment thereto effective
as of July 23, 2006, and Sixth Amendment thereto effective as of
December 20, 2006 (the “ Agreement
”). 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 Section 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 cure an ambiguity, correct or
supplement any provision in the Agreement not inconsistent with law
or with other provisions.
NOW, THEREFORE , the undersigned, being desirous of
effectuating the foregoing and amending the Agreement accordingly,
hereby enter into this Amendment, and amend the Agreement and any
supplement to the Agreement entered into prior to the date hereof,
as follows:
1.
Amendment to Article 1 .
A. The
defined term “Redemption Factor” is hereby deleted in
its entirety and replaced with the following:
“ Redemption Factor ” means
1.0, provided that in the event that LXP (i) declares or pays a
dividend on its outstanding REIT Shares in REIT Shares or makes a
distribution to all holders of its outstanding REIT Shares in REIT
Shares, (ii) subdivides its outstanding REIT Shares, or (iii)
combines its outstanding REIT Shares into a smaller number of REIT
Shares, the Redemption Factor shall be adjusted by multiplying the
Redemption Factor in effect immediately before such event by a
fraction, the numerator of which shall be the number of REIT Shares
issued and outstanding on the record date for such dividend,
distribution, subdivision or combination (assuming for such
purposes that such dividend, distribution, subdivision or
combination has occurred as of such time), and the denominator of
which shall be the actual number of REIT Shares (determined without
the above assumption) issued and outstanding on the record date for
such dividend distribution, subdivision or
combination. Any adjustment to the Redemption Factor (x)
with respect to clause (i) of the immediately preceding sentence,
shall become effective immediately after the effective date of such
event retroactive to the day after the record date, if any, for
such event, and (y) wit
