Exhibit 10.11
XXXXXXXX PROPERTIES ACQUISITION PARTNERS, L.P.
TWELFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF XXXXXXXX PROPERTIES ACQUISITION PARTNERS, L.P.
RECITALS
A. Altavera Realty Corporation ("ALTAVERA") desires to assign and
Belmar Realty Corporation ("ASSIGNEE") desires to acquire 36,464 8.30% Series B
Cumulative Redeemable Perpetual Preferred Units (the "ALTAVERA UNITS") of
Xxxxxxxx Properties Acquisition Partners, L.P. (the "PARTNERSHIP").
X. Xxxxxx Real Estate Corporation ("BELAIR"; Altavera and Belair are
each an "ASSIGNOR" and are, collectively, the "ASSIGNORS") desires to assign and
Assignee desires to acquire 455,000 8.30% Series B Cumulative Redeemable
Perpetual Preferred Units (the "BELAIR UNITS"; the Altavera Units and the Belair
Units are, collectively, the "ASSIGNED UNITS") of the Partnership.
Pursuant to Article XI of the Second Amended and Restated Agreement of
Limited Partnership, as amended (as so amended, the "AGREEMENT"), of the
Partnership, Xxxxxxxx Properties I, Inc. as the sole general partner of the
Partnership (the "GENERAL PARTNER"), desires to amend the Agreement to admit
Assignee as a Substitute Limited Partner with respect to the Assigned Units.
NOW, THEREFORE, the General Partner hereby adopts the following
amendment to the Agreement.
1. Exhibit A to the Agreement is hereby amended and restated in its
entirety as set forth on EXHIBIT A attached hereto.
2. Assignee accepts and agrees to be bound by the terms and
provisions of the Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the General Partner and the Assignee have executed
this Twelfth Amendment as of November 29, 2000.
GENERAL PARTNER
XXXXXXXX PROPERTIES I, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
ASSIGNEE AND SUBSTITUTE LIMITED PARTNER:
BELMAR REALTY CORPORATION
By: /s/ XXXXXX X. XXXXX, XX.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Executive Vice President
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