0001005477-01-002924 Sample Contracts

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Franklin Street Partners Lp • April 30th, 2001

This Second Amendment to the Third Amended and Restated Limited Partnership Agreement, dated as of January 1, 2000 (the "Partnership Agreement") of Franklin Street Partners Limited Partnership, a Massachusetts limited liability partnership (the "Partnership"), is made as of June 26, 2000 by and among FSP General Partner LLC, a Massachusetts limited liability company ("FSP LLC"), Scott H. Carter and Jeffrey B. Carter as limited partners (the "Class B Limited Partners") and those Persons listed on Schedule II to the Partnership Agreement as limited partners (the "Limited Partners"). Capitalized terms used herein and otherwise defined shall have the respective meanings ascribed to them in the Partnership Agreement.

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