Exhibit 10.40
XXXXXXXX PROPERTIES ACQUISITION PARTNERS, L.P.
Third Amendment to the Third Amended and Restated Agreement of Limited
Partnership of Xxxxxxxx Properties Acquisition Partners, L.P.
RECITALS
Pursuant to the Third Amended and Restated Agreement of Limited
Partnership (the "Agreement") of the Partnership, Xxxxxxxx Properties I, Inc. as
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the sole general partner of the Partnership (the "General Partner"), desires to
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amend the Agreement to modify the date upon which the Units may be exchanged.
NOW, THEREFORE, the General Partner hereby adopts the following
amendment to the Agreement:
Notwithstanding anything to the contrary in Section 4.02 (d)
(viii) or elsewhere in the Agreement, none of the 8.30% Series B Preferred
Units held by Belrose Realty Corporation, Belport Realty Corporation and
Belmar Realty Corporation may be exchanged for Series B Preferred Shares
prior to January 1, 2011.
[Signature Page Follows]
1
IN WITNESS WHEREOF, the General Partner and the Assignee have executed
this First Amendment as of March 19, 2002.
GENERAL PARTNER
XXXXXXXX PROPERTIES I, INC.
By: Xxxxxx X. August
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Name: Xxxxxx X. August
Title: President and Chief Executive Officer
BELPORT REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
BELMAR REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
BELROSE REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
