Exhibit 10.27
FIRST AMENDMENT TO
LIMITED PARTNERSHIP AGREEMENT OF
XXXXXXX XXXXXX XXXXX HARRISBURG LP
This First Amendment to the Limited Partnership Agreement (the
"Partnership Agreement") of XXXXXXX XXXXXX XXXXX HARRISBURG LP (the
"Partnership") is made effective the 1st day of October 2003, by XXXXXXX
HARRISBURG GENERAL PARTNER, INC., as the general partner (the "General
Partner"), XXXXXXX HARRISBURG LIMITED PARTNERSHIP, LP, XXXXXX-XXXXX REAL ESTATE
FUND III, L.P., XXXXXX-XXXXX REAL ESTATE PARALLEL FUND III, L.P., XXXXXX-XXXXX
CAPITAL REAL ESTATE FUND III, L.P. and XXXXXX-XXXXX REAL ESTATE EQUITY FUND III,
L.P. (each such Xxxxxx-Xxxxx entity a "Fund III Partner" and, collectively, the
"Fund III Partners") and XXXXXX-XXXXX REAL ESTATE FUND IV, L.P., XXXXXX-XXXXX
REAL ESTATE PARALLEL FUND IV, L.P. and XXXXXX-XXXXX CAPITAL REAL ESTATE FUND IV,
L.P. (each a "Fund IV Partner" and, collectively, the "Fund IV Partners").
WHEREAS, the Fund III Partners collectively have transferred 20% of
their Interests to the Fund IV Partners;
WHEREAS, the parties hereto desire to admit the Fund IV Partners as
substitute Limited Partners and to amend and restate Exhibit A to the
Partnership Agreement; and
WHEREAS, the parties hereto desire that all other terms and provisions
of the Partnership Agreement remain in full force and effect.
NOW, THEREFORE, upon the terms and conditions set forth herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
All capitalized terms not otherwise defined herein shall have the
meanings as set forth in the Partnership Agreement.
1. The Fund IV Partners are hereby admitted to the Partnership as
substitute Limited Partners and shall have the Percentage Interests set forth on
the Amended and Restated Schedule A to the Partnership Agreement, attached
hereto.
2. Exhibit A to the Partnership Agreement is hereby amended and
restated as set forth on the Amended and Restated Exhibit A, attached hereto.
3. Fund IV Partners hereby:
(a) acknowledge that they have collectively assumed the Fund
III Partners' collective obligations under the Partnership Agreement with
respect to the Interests transferred and accruing from and after the effective
date of the transfers; and
(b) acknowledge that they have read the provisions of the
Partnership Agreement and intend to be legally bound as Partners by all terms
and conditions of the Partnership Agreement and any amendments or modifications
thereof.
4. The parties hereto agree that all references to "Fund III Partners"
in the Partnership Agreement shall include Fund IV Partners to the extent of the
Interests transferred.
5. With respect to Section 14.3 (Notices) of the Partnership Agreement,
notices for a Fund IV Partner should be sent to:
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Attn.: Xxxx X. Xxxxx
With a copy to:
Askot & Weiner, LLP
The Belgravia Building, Suite 210
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn.: Xxxxxx Xxxxx, Esq.
6. The parties hereto agree that the Fund IV Partners shall be deemed
to have executed a counterpart to the Partnership Agreement by executing this
Agreement.
7. All other terms and provisions contained in the Partnership
Agreement are hereby ratified and shall remain in full force and effect.
8. This First Amendment to the Partnership Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of Pennsylvania
without giving effect to the conflict of laws principles thereof.
9. This First Amendment to the Partnership Agreement may be executed in
any number of counterparts, each of which together shall be deemed to be an
original as against any party whose signature appears thereon, and all of such
shall together constitute one and the same instrument.
2
IN WITNESS WHEREOF, the parties have executed this First Amendment to
the Partnership Agreement the day and year first written above.
XXXXXXX HARRISBURG GENERAL PARTNER
INC., a Pennsylvania corporation
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------
Xxxxxxxx Xxxxxxx
President
XXXXXXX HARRISBURG LIMITED
PARTNERSHIP, LP, a Pennsylvania limited
partnership
By: XXXXXXX HARRISBURG GENERAL
PARTNER INC., a Pennsylvania
corporation
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------
Xxxxxxxx Xxxxxxx
President
XXXXXX-XXXXX REAL ESTATE FUND III, L.P.
By: Xxxxxx-Xxxxx Group III, L.P.,
its General Partner
By: Xxxxxx-Xxxxx Group III, LLC,
its General Partner
By: /s/ Xxxxxxxx Xxxxxxx
--------------------------
Name:
Title:
3
XXXXXX-XXXXX REAL ESTATE PARALLEL
FUND III, L.P.
By: Xxxxxx-Xxxxx Group III, L.P.,
its General Partner
By: Xxxxxx-Xxxxx Group III, LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXX-XXXXX CAPITAL REAL ESTATE
FUND III, L.P.
By: Xxxxxx-Xxxxx Group III, L.P.,
its General Partner
By: Xxxxxx-Xxxxx Group III, LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXX-XXXXX REAL ESTATE EQUITY
FUND III, L.P.
By: Xxxxxx-Xxxxx Group III, L.P.,
its General Partner
By: Xxxxxx-Xxxxx Group III, LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXX-XXXXX REAL ESTATE FUND IV, L.P.
By: Xxxxxx-Xxxxx Group IV, L.P.,
its General Partner
By: Xxxxxx-Xxxxx Group IV, LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXX-XXXXX REAL ESTATE PARALLEL
FUND IV, L.P.
By: Xxxxxx-Xxxxx Group IV, L.P.,
its General Partner
By: Xxxxxx-Xxxxx Group IV, LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXX-XXXXX CAPITAL REAL ESTATE
FUND IV, L.P.
By: Xxxxxx-Xxxxx Group IV, L.P.,
its General Partner
By: Xxxxxx-Xxxxx Group IV, LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
AMENDED AND RESTATED
EXHIBIT A
PARTNERS
NAME AND ADDRESS PERCENTAGE INTEREST
---------------- -------------------
Xxxxxxx Harrisburg General Partner Inc. 1.000000%
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
Xxxxxx-Xxxxx Real Estate Fund III, L.P. 58.923360%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Real Estate Parallel Fund III, L.P. 1.326888%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Capital Real Estate Fund III, L.P. 8.703504%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Real Estate Equity Fund III, L.P. 3.046248%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Real Estate Fund IV, L.P. 15.840000%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Real Estate Parallel Fund IV, L.P. 0.360000%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Capital Real Estate Fund IV, L.P. 1.800000%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxxx Harrisburg Limited Partnership, LP 9.000000%
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
------------
Total 100.000000%
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