Exhibit 10.16
▇▇▇▇▇▇▇▇ PROPERTIES ACQUISITION PARTNERS, L.P.
First Amendment to the Third Amended and Restated Agreement of Limited
Partnership of ▇▇▇▇▇▇▇▇ Properties Acquisition Partners, L.P.
RECITALS
▇. ▇▇▇▇▇▇ desires to assign and Belport Realty Corporation ("Belport")
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desires to acquire 120,608 8.30% Series B Preferred Units of the Partnership.
▇. ▇▇▇▇▇▇ desires to assign and Belport desires to acquire 429,392 8.30%
Series B Preferred Units of the Partnership.
Pursuant to Article XI of the Third Amended and Restated Agreement of
Limited Partnership (the "Agreement") of the Partnership, ▇▇▇▇▇▇▇▇ Properties I,
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Inc. as the sole general partner of the Partnership (the "General Partner"),
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desires to amend the Agreement to admit each Assignee as a Substitute Limited
Partner with respect to the Assigned Units; terms being used herein as defined
in the Agreement.
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.
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2. 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 so
assigned to Belport may be exchanged for Series B Shares prior to January 1,
2010.
3. Belport accepts and agrees to be bound by the terms and provisions of
the Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the General Partner and the Assignee have executed this
First Amendment as of December , 2001.
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GENERAL PARTNER
▇▇▇▇▇▇▇▇ PROPERTIES I, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President and CFO
ASSIGNEE AND SUBSTITUTE LIMITED
PARTNER:
BELPORT REALTY CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
