EXHIBIT 10.28 PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P. Eighth Amendment to the Third Amended and Restated Agreement (as amended, the ?Agreement?) of Limited Partnership of Prentiss Properties Acquisition Partners, L.P. (the ?Partnership?)

Limited Partnership Agreement

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PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P. | Belrose Realty Corporation

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Title: EXHIBIT 10.28 PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P. Eighth Amendment to the Third Amended and Restated Agreement (as amended, the ?Agreement?) of Limited Partnership of Prentiss Properties Acquisition Partners, L.P. (the ?Partnership?)
Date: 3/15/2004
Industry: Real Estate Operations Sector: Services

EXHIBIT 10.28

PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.

Eighth Amendment to the Third Amended and Restated Agreement

(as amended, the “Agreement”) of Limited Partnership of Prentiss Properties

Acquisition Partners, L.P. (the “Partnership”)

RECITALS

A. The Partnership has redeemed from Belrose Realty Corporation (“Belrose”) 386,464 8.30% Series B Cumulative Redeemable Perpetual Preferred Units of the Partnership (“Series B Units”) pursuant to that certain Preferred Unit Redemption Agreement (the “Redemption Agreement”) dated as of February 24, 2004 among Belrose, Belmar Realty Corporation (“Belmar”), Belport Realty Corporation (“Belport”), and Belshire Realty Corporation (“Belshire”

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