1
Exhibit 10.28
AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
XXXXXX INCOME FUND LTD. II, L.P.
Section 5.2B of the Limited Partnership Agreement is amended to read as
follows:
B. Without the Consent of the Limited Partners (subject to the provisions
of Section 10.11 hereof), the General Partners shall not have the authority:
(i) to sell or otherwise dispose of, at one time, all or
substantially all of the assets of the Partnership (except for the
disposition of the Partnership's final Property);
(ii) to dissolve the Partnership (except pursuant to Section 2.4
hereof).
The General Partner shall have the authority to cause the Partnership to merge
with any entity with the Consent of the Limited Partners (subject to the
provisions of Section 10.11 hereof).
For purposes of this Section 5.2B the term "substantially all" shall
be deemed to mean either (i) sixty-six and two-thirds percent (66 2/3%) or more
in number of the Properties then owned by the Partnership, or (ii) a Property
or Properties representing sixty-six and two-thirds percent (66 2/3%) or more
of the net book value of all of the Partnership's Properties as of the end of
the most recently completed calendar quarter.
Section 5.2D(ii) of the Partnership Agreement is amended to read as follows:
"(ii) Acquire or lease any properties from or sell or lease any
properties to the General Partners or their Affiliates; provided that
the foregoing shall not apply to the proposed merger, sale or other
transfer of properties in connection with the consolidation as
described in the Proxy/Consent Solicitation Statement of the
Partnership dated [ ]."
