Exhibit 3.17
FIRST AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
NET 3 ACQUISITION L.P.
This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF NET 3 ACQUISITION L.P. (this "Amendment") is made and
entered into effective as of November 28, 2001 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 (the
"Agreement") by and among Lex GP-1, Inc., a Delaware corporation, as the general
partner, Lex LP-1, Inc., a Delaware corporation, as the initial limited partner,
Lexington Corporate Properties Trust, a Maryland statutory real estate
investment trust, as an additional signatory, Lepercq Net 1 L.P., a Delaware
limited partnership ("Lepercq 1"), and Lepercq Net 2 L.P., a Delaware limited
partnership ("Lepercq 2"). Unless otherwise defined, all capitalized terms used
herein shall have such meaning ascribed such terms in the Agreement.
B. On November 28, 2001, Lepercq 1 and Lepercq 2 were
admitted to the Partnership as Special Limited Partners in connection with the
Net 3 Merger.
C. The LCP Group, L.P. ("LCP"), a Delaware limited
partnership is (i) the sole stockholder of the general partner of each of
Lepercq 1 and Lepercq 2, and (ii) the sole limited partner of each of Lepercq 1
and Lepercq 2.
D. Subsequent to the admission of Lepercq 1 as a Special
Limited Partner, Lepercq 1 was dissolved and its affairs wound-up, and the
general partner of Lepercq 1 was dissolved and its affairs wound-up, and in
connection therewith, Lepercq 1 distributed all of its Special Limited Partner
Units to LCP.
E. Subsequent to the admission of Lepercq 2 as a Special
Limited Partner, Lepercq 2 was dissolved and its affairs wound-up, and the
general partner of Lepercq 2 was dissolved and its affairs wound-up, and in
connection therewith, Lepercq 2 distributed all of its Special Limited Partner
Units to LCP.
F. As of the date hereof, and pursuant to the terms of
the Agreement, the parties hereto desire to amend the Agreement to reflect (i)
the withdrawal of Lepercq 1 and Lepercq 2 as Special Limited Partners and (ii)
the admission of LCP as a Special Limited Partner.
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 to the Agreement is deleted in its entirety
and replaced with Exhibit A hereto.
2. Except as amended hereby, the Agreement shall remain
unchanged and in full force and effect.
3. This Amendment may be executed in one or more
counterparts and by facsimile, which, when taken together, shall constitute one
and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal as of the date first written above.
GENERAL PARTNER:
LEX GP-1, INC.
By: /s/ Patrick Carroll
---------------------------------
Name: Patrick Carroll
Title: Vice President
INITIAL LIMITED PARTNER:
LEX LP-1, INC.
By: /s/ Patrick Carroll
---------------------------------
Name: Patrick Carroll
Title: Vice President
NEWLY ADMITTED SPECIAL LIMITED PARTNER:
THE LCP GROUP, L.P.
By: THIRD LERO CORP., its general partner
By: /s/ E. Robert Roskind
----------------------------------
Name: E. Robert Roskind
Title: President
WITHDRAWING SPECIAL LIMITED PARTNERS:
LEPERCQ NET 1 L.P.
By: LEPERCQ NET 1, INC., its general partner
By: /s/ E. Robert Roskind
----------------------------------
Name: E. Robert Roskind
Title: President
LEPERCQ NET 2 L.P.
By: LEPERCQ NET 1, INC., its general partner
By: /s/ E. Robert Roskind
-----------------------------------
Name: E. Robert Roskind
Title: President
Acknowledged and Accepted:
LEXINGTON CORPORATE PROPERTIES TRUST
By: /s/ T. Wilson Eglin
------------------------------
Name: T. Wilson Eglin
Title: President
EXHIBIT A
PARTNERS
Number Of Special
Number Of Common Limited Partner Capital
Name And Address Units Units Contribution
- ------------------------------------------------------------------------------------------------------------------
General Partner:
Lex GP-1, Inc. 44,410 $ 643,500.90
c/o Lexington Corporate Properties Trust
355 Lexington Avenue
New York, New York 10017
Initial Limited Partner:
Lex LP-1, Inc. 4,396,584 $63,706,502.16
c/o Lexington Corporate Properties Trust
355 Lexington Avenue
New York, New York 10017
Special Limited Partner:
The LCP Group, L.P. 44,858 $ 649,992.42
711 westchester Avenue
White Plains, New York 10604
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4,440,994 44,858 $64,999,995.48
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