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 Agreements”) pursuant to
which such s
