EXHIBIT 10.1
▇▇▇▇▇▇▇▇ PROPERTIES ACQUISITION PARTNERS, L.P.
Fifteenth Amendment to the Second Amended and Restated Agreement of Limited
Partnership of ▇▇▇▇▇▇▇▇ Properties Acquisition Partners, L.P.
RECITALS
▇. ▇▇▇▇▇▇▇ Realty Corporation ("Assignor") desires to assign and
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Belair Real Estate Corporation ("Assignee") desires to acquire 36,464 8.30%
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Series B Cumulative Redeemable Perpetual Preferred Units (the "Units") of
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▇▇▇▇▇▇▇▇ Properties Acquisition Partners, L.P. (the "Partnership").
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Pursuant to Article XI of the Second Amended and Restated Agreement of
Limited Partnership, as amended (as so amended, the "Agreement"), of the
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Partnership, ▇▇▇▇▇▇▇▇ Properties I, Inc. as the sole general partner of the
Partnership (the "General Partner"), desires to amend the Agreement to admit
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Assignee as a Substitute Limited Partner with respect to the Assigned Units.
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. Assignee accepts and agrees to be bound by the terms and
provisions of the Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the General Partner and the Assignee have executed
this Fifteenth Amendment as of March 14, 2001.
GENERAL PARTNER
▇▇▇▇▇▇▇▇ PROPERTIES I, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: CFO
ASSIGNEE AND SUBSTITUTE LIMITED PARTNER:
BELAIR REAL ESTATE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Executive Vice President
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