0001053059-04-000001 Sample Contracts

NINTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P.
Agreement • March 15th, 2004 • Essex Portfolio Lp • Real estate investment trusts

THIS NINTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P., AS AMENDED (as amended, the "Partnership Agreement"), dated as of January 8, 2004 (this "Amendment"), is executed by Essex Property Trust, Inc. a Maryland corporation (the "Company"), as the General Partner and on behalf of the existing Limited Partners of Essex Portfolio, L.P., a California limited partnership (the "Partnership"), Belmar Realty Corporation, a Delaware corporation ("Belmar"), Belrose Realty Corporation, a Delaware corporation ("Belrose"), Belport Realty Corporation, a Delaware corporation ("Belport"), and Belshire Realty Corporation, a Delaware Corporation ("Belshire," and each of Belmar, Belrose, Belport and Belshire a "Series B Preferred Partner" and collectively, the "Series B Preferred Partners"). Capitalized terms used herein but not defined herein shall have the definitions ascribed to such terms in the Partnership Agreement.

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