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Exhibit 10.1.2
AMENDMENT TO THE SECOND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XXXXXXX
OPERATING LIMITED PARTNERSHIP
This Amendment to the Second Restated Agreement of Limited Partnership
of Xxxxxxx Operating Limited Partnership, dated July 31, 1998 (this
"Amendment"), amends the Second Restated Agreement of Limited Partnership, dated
September 2, 1997, as amended by and among Xxxxxxx Real Estate, Inc. and each of
the limited partners executing the signature page thereto (the "Partnership
Agreement").
Capitalized terms not otherwise defined in this Amendment shall have
the meanings set forth in the Partnership Agreement.
WHEREAS, pursuant to Section 17.1 of the Partnership Agreement, the
General Partner, without the consent of the Limited Partners, may amend the
Partnership Agreement by executing a written instrument setting forth the terms
of such amendment; and
WHEREAS, the General Partner deems advisable an amendment to Section
19.14 of the Partnership Agreement in order to clarify the requirements for
notice of certain transactions.
NOW, THEREFORE, the Partnership Agreement is hereby amended by changing
Section 19.14 thereof so that, as amended, such section shall read as follows:
19.14 Notice for Certain Transactions. In the event of (a) a
dissolution or liquidation of the Partnership or the General Partner, (b) a
merger, consolidation or combination of the Partnership or the General Partner
with or into another Person in which the General Partner is not the surviving
entity or in which a vote of the stockholders of the General Partner is required
(including the events set forth in Section 17.2), (c) the sale of all or
substantially all of the assets of the Partnership or the General Partner, or
(d) the transfer by the General Partner of all or any part of its interest in
the Partnership, the General Partner shall give written notice thereof to each
Limited Partner at least twenty (20) Trading Days prior to the effective date
or, to the extent applicable, record date of such transaction, whichever comes
first.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF this agreement has been executed as of the date
first above written.
XXXXXXX REAL ESTATE, INC.
Xxxxxx X. D'Arcy
Chairman, President and Chief Executive Officer
