Amendment to Limited Partnership Agreement of Shelbourne Properties I L.P. (March 16, 2004)

Summary

This amendment updates the limited partnership agreement of Shelbourne Properties I L.P. to admit Shelbourne Properties GP, Inc. (Newco) as a new general partner and to withdraw Shelbourne Properties I GP, LLC as general partner, effective with a specified redemption event. Newco will hold a 1% interest and become the sole general partner after the redemption. The amendment also requires filing updated partnership documents and confirms that all other terms of the partnership agreement remain unchanged. The agreement is governed by Delaware law and is executed by all relevant parties.

EX-4.1 3 e400276_ex4-1.txt AMENDMENT TO LIMITED PARTNERSHIP AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF SHELBOURNE PROPERTIES I L.P. This Amendment, dated as of March 16, 2004 ("Amendment") to the Second Amended and Restated Agreement of Limited Partnership, dated as of April 16, 2001 (as amended from time to time, the "Partnership Agreement") of Shelbourne Properties I L.P. (the "Partnership"), is made and entered into by and among (i) Shelbourne Properties I GP, LLC, as general partner ("SPGP"), (ii) Shelbourne Properties I, Inc., HX Investors, L.P. and Shelbourne Management LLC (together with SPGP, the "Partners") and (iii) Shelbourne Properties GP, Inc. ("Newco"). WHEREAS, pursuant to that certain agreement dated as of January 15, 2003, as amended March 16, 2004, by and among Presidio Capital Investment Company, LLC, a Delaware limited liability company ("PCIC"), certain subsidiaries of PCIC listed on the signature pages thereto, NorthStar Capital Investment Corp., Shelbourne Management LLC, Shelbourne Properties I, Inc., Shelbourne Properties II, Inc., Shelbourne Properties III, Inc., Shelbourne Properties I L.P., Shelbourne Properties II L.P., Shelbourne Properties III L.P., and HX Investors, L.P. (the "ACCOR Agreement"), the Partnership intends to effect a Complete Redemption (as defined in the ACCOR Agreement). WHEREAS, the parties deem it advisable to amend the Partnership Agreement to reflect (i) the admission of Newco as a general partner and (ii) the withdrawal of SPGP as a general partner, effective concurrently with the Complete Redemption. NOW, THEREFORE, in consideration of the foregoing, the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Effective immediately prior to the Complete Redemption, Newco is hereby admitted as a general partner of the Partnership with a 1% interest in the profits and losses of the Partnership (provided that until the Complete Redemption Newco's interest shall be limited to an interest in the Excluded Properties, as such term is defined in the ACCOR Agreement) and, immediately following the Complete Redemption, Newco shall be the sole general partner of the Partnership. 2. Effective concurrently with the Complete Redemption, SPGP hereby withdraws as a general partner of the Partnership. 3. As soon as practicable following the Complete Redemption, SPGP shall file an amendment to the Partnership's Certificate of Limited Partnership reflecting the admission of Newco as a general partner of the Partnership and the withdrawal of SPGP as a general partner of the Partnership. 4. Each of the Partners consents to the admission of Newco as a general partner and the withdrawal of SPGP as a general partner as provided in this Agreement. 5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one original agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the said counterpart. 6. This Amendment shall be governed in all respects by the laws of the State of Delaware (but not including the choice of law rules thereof). 7. Except as hereby expressly modified, the Partnership Agreement, as amended, shall otherwise be unchanged, shall remain in full force and effect, and is hereby ratified and confirmed in all respects. 2 IN WITNESS WHEREOF, each of the undersigned has executed or has caused this Amendment to be duly executed on its behalf as of the day and year first written above. SHELBOURNE PROPERTIES I GP, LLC By: Shelbourne Properties I, Inc., its Sole Member By: /s/ Peter Braverman ------------------------------------ Peter Braverman Executive Vice President SHELBOURNE PROPERTIES I, INC. By: /s/ Peter Braverman ------------------------------------ Peter Braverman Executive Vice President SHELBOURNE MANAGEMENT LLC By: /s/ Steven B. Kauff ------------------------------------ Name: Steven B. Kauff Title: Authorized Signatory HX INVESTORS L.P. By: Exeter Capital Corporation, its general partner By: /s/ Peter Braverman ------------------------------------ Name: Peter Braverman Title: Executive Vice President SHELBOURNE PROPERTIES GP, INC. By: /s/ Steven B. Kauff ------------------------------------ Name: Steven B. Kauff Title: Vice President 3