Exhibit 10.16
XXXXXXXX PROPERTIES ACQUISITION PARTNERS, L.P.
First Amendment to the Third Amended and Restated Agreement of Limited
Partnership of Xxxxxxxx Properties Acquisition Partners, L.P.
RECITALS
X. Xxxxxx desires to assign and Belport Realty Corporation ("Belport")
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desires to acquire 120,608 8.30% Series B Preferred Units of the Partnership.
X. Xxxxxx desires to assign and Belport desires to acquire 429,392 8.30%
Series B Preferred Units of the Partnership.
Pursuant to Article XI of the Third Amended and Restated Agreement of
Limited Partnership (the "Agreement") of the Partnership, Xxxxxxxx Properties I,
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Inc. as the sole general partner of the Partnership (the "General Partner"),
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desires to amend the Agreement to admit each Assignee as a Substitute Limited
Partner with respect to the Assigned Units; terms being used herein as defined
in the Agreement.
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.
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2. Notwithstanding anything to the contrary in Section 4.02(d)(viii) or
elsewhere in the Agreement, none of the 8.30% Series B Preferred Units so
assigned to Belport may be exchanged for Series B Shares prior to January 1,
2010.
3. Belport accepts and agrees to be bound by the terms and provisions of
the Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the General Partner and the Assignee have executed this
First Amendment as of December , 2001.
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GENERAL PARTNER
XXXXXXXX PROPERTIES I, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President and CFO
ASSIGNEE AND SUBSTITUTE LIMITED
PARTNER:
BELPORT REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
