FIFTH AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF EOP OPERATING LIMITED PARTNERSHIP
THIS FIFTH
AMENDMENT (this “ Amendment ”) TO THIRD
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOP
OPERATING LIMITED PARTNERSHIP (the “Agreement”),
dated June 9, 2005, is entered into by EQUITY OFFICE
PROPERTIES TRUST , a Maryland real estate investment trust, as
the general partner (the “ General Partner ”) of
EOP Operating Limited Partnership, a Delaware limited partnership
(the “ Partnership ”), for itself and on behalf
of the Limited Partners of the Partnership.
WHEREAS,
on June 9, 2005, pursuant that certain Purchase and Sale and
Contribution Agreement dated as of April 13, 2005, as amended
by that certain Amendment to Purchase and Sale and Contribution
Agreement dated as of May 6, 2005, and as further amended by
that certain Second Amendment to Purchase and Sale and Contribution
Agreement dated as of June 1, 2005 (as amended, the “
Contribution Agreement ”), Helen M. Raiser, as Trustee
of The J.H.R. Trust, under Trust Agreement dated October 2,
1969, and Harvey E. Chapman, Jr., an individual (together, “
Unit Recipients ”) contributed property to
CA-Shorebreeze Office Limited Partnership in exchange for units of
limited partnership interest in the Partnership (the “
Units ”);
WHEREAS,
pursuant to the Contribution Agreement, each of the Unit Recipients
has elected to become a Part II Protected Partner pursuant to
the Agreement, thereby agreeing to restore, upon certain
conditions, all or a portion of any deficit balance in the Unit
Recipient’s Capital Account; and
WHEREAS,
the General Partner desires to amend the Agreement in order to
designate each of the Unit Recipients as a Part II Protected
Partner.
NOW,
THEREFORE, in consideration of the premises set forth above and
for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the General Partner
hereby amends the Agreement as follows:
1. Addition
of Exhibit E-11 to the Agreement .
Exhibit E-11 to the Agreement is hereby created and
made part of the Agreement by incorporating the content of
Exhibit A attached to this Amendment, which sets forth
specific additional agreements regarding certain additional rights
and obligations of the Unit Recipients and the
Partnership.
2. Addition
to Exhibit E to the Agreement. Exhibit E to the
Agreement is hereby modified by inserting, at the end of the
Exhibit,
“(11)
Protected Amount is as provided for in Exhibit E-11.
”
3. Defined
Terms. All capitalized terms used in this Amendment and not
otherwise defined shall have the mean
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