0001341004-08-003067 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • December 10th, 2008 • JER Investors Trust Inc • Real estate investment trusts

This Amendment (this “Amendment”) to the Amended and Restated Limited Partnership Agreement of JER US Debt Co-Investment Vehicle, L.P. is made as of this 4th day of December, 2008, by and among JER Debt Co-Investment Advisors, L.P., a Delaware limited partnership, as general partner (the “General Partner”), JERIT Non-CDO Assets Holding LLC, a Delaware limited liability company, as limited partner, JER Fund IV US Debt Co-Investment, LLC, a Delaware limited liability company, as limited partner and the California Public Employees’ Retirement System, as limited partner (collectively, the “Limited Partners”).

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