EXHIBIT 10.1
XXXXXXXX PROPERTIES ACQUISITION PARTNERS, L.P.
Fifteenth Amendment to the Second Amended and Restated Agreement of Limited
Partnership of Xxxxxxxx Properties Acquisition Partners, L.P.
RECITALS
X. Xxxxxxx Realty Corporation ("Assignor") desires to assign and
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Belair Real Estate Corporation ("Assignee") desires to acquire 36,464 8.30%
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Series B Cumulative Redeemable Perpetual Preferred Units (the "Units") of
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Xxxxxxxx Properties Acquisition Partners, L.P. (the "Partnership").
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Pursuant to Article XI of the Second Amended and Restated Agreement of
Limited Partnership, as amended (as so amended, the "Agreement"), of the
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Partnership, Xxxxxxxx Properties I, Inc. as the sole general partner of the
Partnership (the "General Partner"), desires to amend the Agreement to admit
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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.
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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 Fifteenth Amendment as of March 14, 2001.
GENERAL PARTNER
XXXXXXXX PROPERTIES I, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: CFO
ASSIGNEE AND SUBSTITUTE LIMITED PARTNER:
BELAIR REAL ESTATE CORPORATION
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: Executive Vice President
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