exv10w9






Exhibit 10.9




FIRST AMENDMENT TO

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

PACIFIC OFFICE PROPERTIES, L.P.




     As of April 30, 2008, the undersigned, being the sole general partner of Pacific Office
Properties, L.P. (the “Partnership”), a limited partnership formed under the Delaware Revised
Uniform Limited Partnership Act and pursuant to the terms of that certain Amended and Restated
Limited Partnership Agreement of Limited Partnership, dated March 19, 2008 (the “Partnership
Agreement”), does hereby amend the Partnership Agreement as follows:



     Capitalized terms used but not defined in this First Amendment shall have the same meanings
that are ascribed to them in the Partnership Agreement.



     1. Additional
Limited Partners. The Persons identified on
Schedule 1 hereto are hereby
admitted to the Partnership as Additional Limited Partners, owning the number of Common Units set
forth on such Schedule 1. Prior to the execution hereof, such Persons have joined in the
Partnership Agreement in a manner reasonably satisfactory to the undersigned.



     2. Schedule
of Partners. Exhibit A to the Partnership Agreement is hereby deleted in its
entirety and replaced by Exhibit A hereto which identifies the Partners following consummation of
the transactions referred to in Section 1 hereof.



     3. Ratification. Except as expressly modified by this First Amendment, all of the
provisions of the Partnership Agreement are affirmed and ratified and remain in full
force and effect.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;




SIGNATURE PAGE IMMEDIATELY FOLLOWS]













 





     IN WITNESS WHEREOF, the undersigned has executed this First Amendment as of the date first
written above.



	 	 	 	 	 
	 	PACIFIC OFFICE PROPERTIES TRUST,
INC.,

as sole general partner of the Partnership

 	 
	 	By:  	/s/ Dallas E. Lucas	 
	 	 	Dallas E. Lucas 	 
	 	 	President and Chief Executive Officer 	 
	 




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Schedule 1




	 	 	 	 	 
	Additional Limited Partners	 	Number of Common Units
	Robert M. Irish
	 	 	35,020	 
	116 Spinnaker Court

Del Mar, CA 92014
	 	 	 	 
	 
	 	 	 	 
	James M. Saivar
	 	 	19,833	 
	11260 El Camino Real #200

San Diego, CA 92130
	 	 	 	 
	 
	 	 	 	 
	Robert F. Buie and Pamela I. Buie
	 	 	143,410	 
	Family Trust

P.O. Box 8365

Rancho Santa Fe, CA 92067
	 	 	 	 
	 
	 	 	 	 
	John B. Campbell and Elvina
	 	 	198,263	 
	Campbell, Husband and Wife

P.O. Box 9064

Rancho Santa Fe, CA 92067
	 	 	 	 






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Exhibit A




	 	 	 	 	 	 	 	 	 
	 	 	Common Units	 	Preferred Units
	Name and Address	 	(Percentage)	 	(Percentage)
	GENERAL PARTNER:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Pacific Office Properties Trust, Inc.
	 	 	3,031,125	 	 	 	0	 
	233 Wilshire Blvd., Suite 830

Santa Monica, CA 90401
	 	 	17.8261	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 
	LIMITED PARTNERS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	POP Venture, LLC
	 	 	13,576,165	 	 	 	4,545,300	 
	841 Bishop Street

Honolulu, HI 96813
	 	 	79.8419	%	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	POPTLP, LLC

841 Bishop Street

	 	 	0	 	 	 	0	 
	Honolulu, HI 96813
	 	 	0	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 
	Robert M, Irish
	 	 	35,020	 	 	 	0	 
	116 Spinnaker Court

Del Mar, CA 92014
	 	 	0.2060	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 
	James M. Saivar
	 	 	19,833	 	 	 	0	 
	11260 El Camino Real #200

San Diego, CA 92130
	 	 	0.1166	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 
	Robert F. Buie and Pamela I. Buie Family
	 	 	143,410	 	 	 	0	 
	Trust

P.O. Box 8365
	 	 	0.8434	%	 	 	0	%
	Rancho Santa Fe, CA 92067
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	John B. Campbell and Elvina Campbell,
	 	 	198,263	 	 	 	0	 
	Husband and Wife

P.O. Box 9064
	 	 	1.1660	%	 	 	0	%
	Rancho Santa Fe, CA 92067
	 	 	 	 	 	 	 	 







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