exv10w10






Exhibit 10.10




SECOND AMENDMENT TO

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

PACIFIC OFFICE PROPERTIES, L.P.




     As of June 19, 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, as amended (the
“Partnership Agreement”), does hereby amend the Partnership Agreement as follows:



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



     1. Additional Limited Partners. Each of the Persons identified on Schedule 1
hereto, each of whom is an existing Limited Partner of the Partnership, is hereby issued the number
of Common Units set forth on such Schedule 1.



     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
	 	 	23,677	 
	116 Spinnaker Court

	 	 	 	 
	Del Mar, CA 92014
	 	 	 	 
	 
	 	 	 	 
	James M. Saivar
	 	 	31,841	 
	11260 El Camino Real #200

	 	 	 	 
	San Diego, CA 92130
	 	 	 	 
	 
	 	 	 	 
	Robert F. Buie and Pamela I. Buie
	 	 	271,058	 
	Family Trust

	 	 	 	 
	P.O. Box 8365

	 	 	 	 
	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
	 	 	17.49	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 
	LIMITED PARTNERS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	POP Venture, LLC
	 	 	13,576,165	 	 	 	4,545,300	 
	841 Bishop Street

	 	 	 	 	 	 	 	 
	Honolulu, HI 96813
	 	 	78.34	%	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	POPTLP, LLC
	 	 	0	 	 	 	0	 
	841 Bishop Street

	 	 	 	 	 	 	 	 
	Honolulu, HI 96813
	 	 	0	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 
	Robert M. Irish
	 	 	58,697	 	 	 	0	 
	116 Spinnaker Court

	 	 	 	 	 	 	 	 
	Del Mar, CA 92014
	 	 	0.34	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 
	James M. Saivar
	 	 	51,674	 	 	 	0	 
	11260 El Camino Real #200

	 	 	 	 	 	 	 	 
	San Diego, CA 92130
	 	 	0.30	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 
	Robert F.
Buie and Pamela I. Buie Family
	 	 	414,468	 	 	 	0	 
	Trust

	 	 	 	 	 	 	 	 
	P.O. Box 8365
	 	 	2.39	%	 	 	0	%
	Rancho Santa Fe, CA 92067
	 	 	 	 	 	 	 	 
	 
	John B.
Campbell and Elvina Campbell,
	 	 	198,263	 	 	 	0	 
	Husband and Wife

	 	 	 	 	 	 	 	 
	P.O. Box 9064
	 	 	1.14	%	 	 	0	%
	Rancho Santa Fe, CA 92067
	 	 	 	 	 	 	 	 





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