Exhibit 10.17
XXXXXXXX PROPERTIES ACQUISITION PARTNERS, L.P.
Second Amendment to the Third Amended and Restated Agreement (as amended, the
"Agreement") of Limited Partnership of Xxxxxxxx Properties Acquisition Partners,
L.P. (the "Partnership")
RECITALS
X. Xxxxxx Real Estate Corporation ("Belair") has agreed to sell to the
Partnership 600,000 9.45% Series C Preferred Units of the Partnership pursuant
to that certain Preferred Unit Repurchase Agreement (the "Repurchase Agreement")
dated as of January 3, 2002 among the Partnership, Belair and Belcrest Realty
Corporation ("Belcrest").
B. Belcrest has agreed to sell to the Partnership 1,400,000 9.45% Series C
Preferred Units of the Partnership pursuant to the Repurchase Agreement.
Xxxxxxxx Properties I, Inc. as the sole general partner of the Partnership
(the General Partner") and Belair and Belcrest desire to amend the Agreement as
herein set forth; terms being used herein as defined in the Agreement.
NOW, THEREFORE, the General Partner hereby adopts the following amendment
to the Agreement.
1. Upon the closing (as defined in the Repurchase Agreement), Section
4.02(e) of the Agreement and all references in the Agreement to the Series C
Preferred Units and Series C Preferred Shares are deemed deleted therefrom.
[Signature Page Follows]
IN WITNESS WHEREOF, the General Partner, Belair and Belcrest have executed
this Second Amendment as of January 3, 2002.
XXXXXXXX PROPERTIES I, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President and CFO
BELAIR REAL ESTATE CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
BELCREST REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
