Exhibit 10.28
SECOND AMENDMENT TO
LIMITED PARTNERSHIP AGREEMENT OF
XXXXXXX XXXXXX XXXXX HARRISBURG LP
This Second Amendment to the Limited Partnership Agreement (as
previously amended, the "Partnership Agreement") of XXXXXXX XXXXXX XXXXX
HARRISBURG LP (the "Partnership") is made effective the 13th day of November,
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 and the Fund IV Partners collectively
have transferred 15% of their Interests to Xxxxxxx Harrisburg Limited
Partnership, LP ("Xxxxxxx Limited Partner") effective as of November 13, 2003;
WHEREAS, the parties hereto desire to recognize that Xxxxxxx Limited
Partner as a substitute Limited Partner in connection with the transferred
Interests 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:
1. Xxxxxxx Limited Partner is hereby acknowledged as a substitute
Limited Partner with respect to the transferred Interests 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. Xxxxxxx Limited Partner hereby:
(a) acknowledges that it has assumed the Fund III Partners' and the
Fund IV Partners' collective obligations under the Partnership Agreement with
respect to the Interests transferred and accruing from and after the effective
date of the transfer; and
(b) acknowledge that it has read the provisions of the Partnership
Agreement and intend to be legally bound as a Partner by all terms and
conditions of the Partnership Agreement and any amendments or modifications
thereof with respect to the transferred Interests.
4. The parties hereto agree that all references to "Fund III Partners"
or the "Fund IV Partners" in the Partnership Agreement or to the Interests held
by such Partners shall not include Xxxxxxx Limited Partner or the Interests
transferred to Xxxxxxx Limited Partner by the Fund III Partners and the Fund IV
Partners.
5. All other terms and provisions contained in the Partnership
Agreement are hereby ratified and shall remain in full force and effect.
6. This Second 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.
7. This Second 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.
8. All capitalized terms not otherwise defined herein shall have the
meanings as set forth in the Partnership Agreement.
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, its general partner
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/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx, X.X.
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
--------------------------
Xxxxxx X. Xxxxxx, X.X.
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
--------------------------
Xxxxxx X. Xxxxxx, X.X.
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
--------------------------
Xxxxxx X. Xxxxxx, X.X.
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
--------------------------
Xxxxxx X. Xxxxxx, X.X.
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
--------------------------
Xxxxxx X. Xxxxxx, X.X.
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
--------------------------
Xxxxxx X. Xxxxxx, V.P.
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. 49.102833%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Real Estate Parallel Fund III, L.P. 1.105750%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Capital Real Estate Fund III, L.P. 7.252917%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Real Estate Equity Fund III, L.P. 2.538500%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Real Estate Fund IV, L.P. 13.201500%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Real Estate Parallel Fund IV, L.P. 0.303000%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxx-Xxxxx Capital Real Estate Fund IV, L.P. 1.495500%
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx 000
Xxxxx, XX 00000
Xxxxxxx Harrisburg Limited Partnership, LP 24.000000%
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
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Total 100.0000%
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