|
Exhibit 10.1
AMENDMENT TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
LEXFORD PROPERTIES, L.P.
This AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT OF LEXFORD PROPERTIES, L.P. (this "Amendment") is
made and entered into as of the 1 st
day of September 2006 by ERP OPERATING LIMITED
PARTNERSHIP, an Illinois limited partnership, as limited partner,
and LEXFORD PARTNERS, L.L.C., an Ohio limited liability
company, as the general partner (the "General Partner") of LEXFORD
PROPERTIES, L.P., an Ohio limited partnership (the
"Partnership").
R E C I T
A L S :
WHEREAS, ERP and the General Partner are parties to that certain
Amended and Restated Limited Partnership Agreement dated as of
October 1, 1999 (the "Partnership Agreement"; all terms used in
this Amendment have the meanings given them in the Partnership
Agreement) governing the business and affairs of Lexford
Properties, L.P., an Ohio limited partnership (the
"Partnership");
WHEREAS, Section 11.5(a) of the Partnership Agreement
authorizes ERP and the General Partner to enter into this
Amendment;
WHEREAS, the Partnership has entered into those certain
Lexford LLC Membership Interest Transfer Agreements 1S
through 6, inclusive, each dated as of June 28, 2006, with
affiliates of Empire Asset Group LLC (collectively, the "Transfer
Agreements"), pursuant to which the Partnership has agreed to sell
its sole member’s interests in six limited liability
companies that indirectly own 254 of the Partnership’s
multifamily residential properties and 30 wholly owned and majority
owned subsidiaries of the Partnership have concurrently entered
into that certain Agreement for Sale of Real Estate and Related
Property (together with the Transfer Agreements", the "Sale
Agreemen
|
