THIRD AMENDMENT TO
THE
LIMITED PARTNERSHIP AGREEMENT
OF
LEXINGTON/LION VENTURE
L.P.
This THIRD AMENDMENT TO
THE LIMITED PARTNERSHIP AGREEMENT OF LEXINGTON/LION VENTURE
L.P. , dated as of December 29, 2005 (this “
Amendment ”), 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 ”). Unless otherwise defined, all
defined terms used herein shall have such meaning ascribed such
terms in the Partnership Agreement.
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, as amended by
that certain First Amendment to the Partnership Agreement, dated as
of December 4, 2003 and that certain Second Amendment to the
Partnership Agreement, effective as of August 11, 2004 (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.
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. – New Definitions . Section
1.1 of the Partnership Agreement is hereby amended by adding the
following new defined terms thereto:
“ LLSF Borrower
Principal Obligations ” shall mean the obligations of
the Partnership as “Borrower Principal” under the LLSF
Loan Documents.
“ LLSF Loan
Documents ” shall mean the secured promissory notes
and other documents, instruments and agreements executed and
delivered in connection with that certain non-recourse mortgage
loan in the original principal amount of approximately Twenty-Two
Million Eighty Thousand and 00/100 Dollars ($22,080,000.00) from
the LLSF Lender, which loan is secured by the LLSF
Property.
“ LLSF Lender
” shall mean Bank of America, N.A., together with its
successors and assigns.
“ LLSF Property
” shall mean that certain real property and the improvements
thereon located at 350 Rhode Island Street, San Francisco,
California.
“ Substitute
Guarantor ” shall mean a Person with minimum assets
of $125,000,000, among other conditions of the lender under the
LLSF Loan Documents, acceptable to such lender in its reasonable
discretion, which Person shall assume all of the liabilities of the
Partnership under the LLSF Loan Documents (subject to any
limitations applicable thereto) first accruing after the date of
such assumption.
2.
Amendment to Section 3.8(a) – Limitation on Partnership
Indebtedness . Section 3.8(a) of the Partnership Agreement is
hereby amended by deleting it in its entirety and replacing it with
the following:
(a)
Maximum Debt . The total debt of the Partnership
at any time shall not exceed sixty percent (60%) of the
Partnership’s capitalization (i.e., aggregate of debt and
equity).
3.
Amendment to Section 9.1 – Dissolution . Section 9.1
of the Partnership Agreement is hereby amended by deleting it in
its entirety and replacing it with the following:
Section
9.1
Dissolution . The Partnership shall dissolve and commence
winding up and liquidating upon the first to occur of any of the
following (collectively, the “ Liquidating
