Essex Portfolio, L.P. Thirteenth Amendment to First Amended and Restated Agreement of Limited Partnership
Essex
Portfolio, L.P.
Thirteenth
Amendment to
This
Thirteenth Amendment is made as of October 26, 2006 by Essex Property Trust,
Inc., a Maryland corporation, as general partner (the “General Partner”) of
Essex Portfolio L.P., a California limited partnership (the “Partnership”) and
as attorney in fact for all limited partners of the Partnership pursuant to
the
Partnership Agreement (as defined below), for the purpose of amending the First
Amended and Restated Agreement of Limited Partnership of the Partnership dated
September 30, 1997 (the “Partnership Agreement”). All capitalized terms used
herein and not defined shall have the respective meanings ascribed to them
in
the Partnership Agreement.
WHEREAS,
each Person listed on Schedule
1
attached
hereto (each a “Contributor”), or such person’s predecessor-in-interest, has
made the Capital Contribution to the Partnership enumerated on such Schedule 1
opposite
such person’s name in connection with that certain Real Estate Purchase
Agreement, concerning the Property referred to in such agreement, by and between
Essex Portfolio L.P. and Belmont
Terrace Associates, a limited partnership, also known as Belmont Terrace
Associates Limited Partnership, a California limited partnership,
the
Contributors’ predecessor-in-interest, dated as of July 14, 2006, as
amended.
WHEREAS,
the General Partner desires to admit the Contributors to the Partnership as
Additional Limited Partners.
NOW
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section
1. Admission
of Limited Partners.
(a) Each
Contributor has made the Capital Contribution set forth next to its name on
Schedule 1.
In
consideration of this Capital Contribution and pursuant to Section 4.6(a)
of the Partnership Agreement, each Contributor is hereby admitted as an
Additional Limited Partner of the Partnership.
(b) Pursuant
to Section 4.6(b) of the Partnership Agreement, the General Partner hereby
consents to the admission of each Contributor as an Additional Limited Partner
of the Partnership. Pursuant to Section 4.3(a) of the Partnership
Agreement, the General Partner hereby issues to each Contributor the number
of
common units of limited partnership in the Partnership (“Partnership Units”) set
forth next to each Contributor’s name on Schedule 1.
(c) The
admission of each Contributor as an Additional Limited Partner of the
Partnership shall become effective as of the date of this Amendment, which
shall
also be the date upon which the name of Contributor is recorded on the books
and
records of the Partnership.
Section 2. Amendment
to Partnership Agreement; Grant of Rights.
(a)
Pursuant
to Sections 4.6(d) and 13.7(b) of the Partnership Agreement, the General
Partner, as general partner of the Partnership, hereby amends the Partnership
Agreement by adding to and modifying Exhibit A
thereto
as in effect prior to this Amendment to reflect the admission of the
Contributors as Additional Limited Partners and the other information set forth
on Schedule
1
hereto.
(b) Pursuant
to Section 11.1 of the Partnership Agreement, all Partnership Units received
by
the Contributors, as set forth on Schedule
1,
shall
have the “Rights” provided in Article XI, and as set forth in Exhibit I, of the
Partnership Agreement; except that, notwithstanding the foregoing, with respect
to such Partnership Units, the Rights shall not be exercisable until on or
after
that date which is one
year
after the date of this Amendment. The Partnership Agreement shall be deemed
amended to reflect this restriction on the Rights associated with such
Partnership Units.
The
General Partner will promptly after the date hereof prepare a restated
Exhibit
A
reflecting the effect of this Amendment.
Except
as
modified herein, all terms and conditions of the Partnership Agreement shall
remain in full force and effect.
The
Remainder of This Page Has Been Intentionally Left Blank.]
IN
WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the date first
written above.
GENERAL
PARTNER:
ESSEX
PROPERTY TRUST, INC.
By:
/S/
Jordan X. Xxxxxx
Name:
Jordan X. Xxxxxx
Title:
Senior Vice President/General Council
LIMITED
PARTNERS:
ESSEX
PROPERTY TRUST, INC.,
as
attorney-in-fact for the Limited Partners
By:
/S/
Jordan X. Xxxxxx
Name:
Jordan X. Xxxxxx
Title:
Senior Vice President/General Council
[Schedule
1]
Schedule
1, which sets forth Additional Limited Partners information, has been omitted
pursuant to Item 601(b)(2) of Regulation S-K; Copies of such schedule will
be
furnished supplementally to the SEC upon
request.
