EXHIBIT 10.34
SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
This Second Amendment to Agreement of Limited Partnership (this
"Amendment") dated as of March ___, 1995 amends that certain Agreement of
Limited Partnership of Xxxxxxxxx Xxxxxx Properties Operating Partnership, L.P.,
a California limited partnership, dated December 27, 1994 and amended as of
January 1, 1994, by and among Xxxxxxxxx Xxxxxx Properties, Inc., a Maryland
corporation (the "General Partner"), and the Limited Partners (the "Partnership
Agreement"). Unless otherwise provided herein, all capitalized terms used
herein shall have the meanings given to them in the Partnership Agreement.
RECITALS
--------
WHEREAS, the Partnership has determined that it is in its best interests
to invest in and form that certain California limited partnership to be known as
Xxxxxxxxx Xxxxxx Properties Finance Partnership, L.P. (the "Finance
Partnership"), the general partner of which is Xxxxxxxxx Xxxxxx Properties
Finance, Inc. ("Finance Company") the sole shareholder of which is the General
Partner; and
WHEREAS, the Partnership has approved the General Partner's investment in
Finance Company.
AGREEMENT
---------
1. The Partners agree as follows:
Section 7.5.A of the Partnership Agreement is amended to add the following
to the end of the second sentence thereof:
; provided, however, that the General Partner may organize
and own the stock of Xxxxxxxxx Xxxxxx Properties Finance,
Inc., a Delaware corporation (and any successor entity
thereto), and do any and all such things as may be
necessary and appropriate in connection with the formation
of the Finance Partnership, including the contribution
of an approximately 7.275% undivided interest in the La
Xxxxx Xxxxx Center and a demand note for the amount of
$10,185,000 to the capital of the Finance Company.
1
II. Except as set forth in this Amendment, all terms and conditions of the
Partnership Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Partners have caused this Amendment to be executed
effective as of the day and year first above written.
XXXXXXXXX XXXXXX PROPERTIES, INC.
a Maryland Corporation
General Partner
By: /s/ Xxxxxxxxx Xxxxxx
-----------------------------
Name:
Title:
