Exhibit 10.10
XXXXXXXX PROPERTIES ACQUISITION PARTNERS, L.P.
ELEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF XXXXXXXX PROPERTIES ACQUISITION PARTNERS, L.P.
RECITALS
A. Belcrest Realty Corporation ("ASSIGNOR")desires to assign and
Belmar Realty Corporation ("ASSIGNEE") desires to acquire 365,000 8.30% Series B
Cumulative Redeemable Perpetual Preferred Units (THE "ASSIGNED UNITS") of
Xxxxxxxx Properties Acquisition Partners, L.P. (the "PARTNERSHIP").
Pursuant to Article XI of the Second Amended and Restated Agreement of
Limited Partnership, as amended (as so amended, the "AGREEMENT"), of the
Partnership, Xxxxxxxx Properties I, Inc. as the sole general partner of the
Partnership (the "GENERAL PARTNER"), desires to amend the Agreement to admit
Assignee as a Substitute Limited Partner with respect to the Assigned Units.
NOW, THEREFORE, the General Partner hereby adopts the following
amendment to the Agreement.
1. Exhibit A to the Agreement is hereby amended and restated in its
entirety as set forth on EXHIBIT A attached hereto.
2. Assignee accepts and agrees to be bound by the terms and
provisions of the Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the General Partner and the Assignee have executed
this Eleventh Amendment as of July 19, 2000.
GENERAL PARTNER
XXXXXXXX PROPERTIES I, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
ASSIGNEE AND SUBSTITUTE LIMITED PARTNER:
BELMAR REALTY CORPORATION
By: /s/ XXXXXX X. XXXXX, XX.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Executive Vice President
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