SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC OFFICE PROPERTIES, L.P.
Exhibit 10.10
SECOND AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PACIFIC OFFICE PROPERTIES, L.P.
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PACIFIC OFFICE PROPERTIES, L.P.
As of June 19, 2008, the undersigned, being the sole general partner of Pacific Office
Properties, L.P. (the “Partnership”), a limited partnership formed under the Delaware Revised
Uniform Limited Partnership Act and pursuant to the terms of that certain Amended and Restated
Limited Partnership Agreement of Limited Partnership, dated March 19, 2008, as amended (the
“Partnership Agreement”), does hereby amend the Partnership Agreement as follows:
Capitalized
terms used but not defined in this Second Amendment shall have the
same meanings that are
ascribed to them in the Partnership Agreement.
1. Additional Limited Partners. Each of the Persons identified on Schedule 1
hereto, each of whom is an existing Limited Partner of the Partnership, is hereby issued the number
of Common Units set forth on such Schedule 1.
2. Schedule of Partners. Exhibit A to the Partnership Agreement is hereby deleted
in its entirety and replaced by Exhibit A hereto which identifies the Partners following
consummation of the transactions referred to in Section 1 hereof.
3. Ratification. Except as expressly modified by this First Amendment, all of the
provisions of the Partnership Agreement are affirmed and ratified and remain in full force and
effect.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this First Amendment as of the date first
written above.
PACIFIC OFFICE PROPERTIES TRUST, INC., | ||||||
as sole general partner of the Partnership | ||||||
By: | /s/ Xxxxxx X. Xxxxx
|
|||||
President and Chief Executive Officer |
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Schedule 1
Additional Limited Partners | Number of Common Units | |||
Xxxxxx X. Irish |
23,677 | |||
000 Xxxxxxxxx Xxxxx |
||||
Xxx Xxx, XX 00000 |
||||
Xxxxx X. Xxxxxx |
31,841 | |||
00000 Xx Xxxxxx Xxxx #000 |
||||
Xxx Xxxxx, XX 00000 |
||||
Xxxxxx X. Xxxx and Xxxxxx X. Xxxx |
271,058 | |||
Family Trust |
||||
X.X. Xxx 0000 |
||||
Xxxxxx Xxxxx Xx, XX 00000 |
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Exhibit A
Common Units | Preferred Units | |||||||
Name and Address | (Percentage) | (Percentage) | ||||||
GENERAL PARTNER: |
||||||||
3,031,125 | 0 | |||||||
000 Xxxxxxxx Xxxx., Xxxxx 000 |
||||||||
Xxxxx Xxxxxx, XX 00000 |
17.49 | % | 0 | % | ||||
LIMITED PARTNERS: |
||||||||
POP Venture, LLC |
13,576,165 | 4,545,300 | ||||||
000 Xxxxxx Xxxxxx |
||||||||
Xxxxxxxx, XX 00000 |
78.34 | % | 100 | % | ||||
POPTLP, LLC |
0 | 0 | ||||||
000 Xxxxxx Xxxxxx |
||||||||
Xxxxxxxx, XX 00000 |
0 | % | 0 | % | ||||
Xxxxxx X. Irish |
58,697 | 0 | ||||||
000 Xxxxxxxxx Xxxxx |
||||||||
Xxx Xxx, XX 00000 |
0.34 | % | 0 | % | ||||
Xxxxx X. Xxxxxx |
51,674 | 0 | ||||||
00000 Xx Xxxxxx Xxxx #000 |
||||||||
Xxx Xxxxx, XX 00000 |
0.30 | % | 0 | % | ||||
Xxxxxx X.
Xxxx and Xxxxxx X. Xxxx Family |
414,468 | 0 | ||||||
Trust |
||||||||
X.X. Xxx 0000 |
2.39 | % | 0 | % | ||||
Xxxxxx Xxxxx Xx, XX 00000 |
||||||||
Xxxx X.
Xxxxxxxx and Xxxxxx Xxxxxxxx, |
198,263 | 0 | ||||||
Husband and Wife |
||||||||
X.X. Xxx 0000 |
1.14 | % | 0 | % | ||||
Xxxxxx Xxxxx Xx, XX 00000 |
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