SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NET 3 ACQUISITION L.P.

SIXTH AMENDMENT TO

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

NET 3 ACQUISITION L.P.

This SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NET 3 ACQUISITION 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.            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, that certain Fourth Amendment effective as of December 8, 2004, and that certain Fifth Amendment effective as of January 3, 2005 (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 .  The defined term “Redemption Factor” and “Special Limited Partner Unit Distribution Amounts” are hereby deleted in their entirety and replaced with the following: