exv10w2






Exhibit 10.2




THIRD AMENDMENT TO THE

SECOND AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF HERITAGE COMMUNITIES L.P.



This THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
HERITAGE COMMUNITIES L.P., dated as of December 9, 2008 (this “Amendment”), is being executed by
ASR Investments Corporation, a Maryland corporation, as the sole member of ASR of Delaware LLC, a
Delaware limited liability company (collectively the “General Partner”), the general partner of
Heritage Communities L.P., a Delaware limited partnership (the “Partnership”), pursuant to the
authority conferred on the General Partner pursuant to Section 14.2(c) of the Second Amended and
Restated Agreement of Limited Partnership of Heritage Communities L.P., dated as of September 18,
1997, as amended to date (the “Agreement”). Capitalized terms used, but not otherwise defined
herein, shall have the respective meanings ascribed thereto in the Agreement.



WHEREAS, the Board of Directors of the General Partner has approved this Amendment.



NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:





	1.	 	The definition of “Unit Adjustment Factor” in Section 1.1.80 of the Agreement is hereby
amended and restated to read in its entirety as follows:






“Unit Adjustment Factor means initially 1.0; provided that in the event
that UDR, Inc. (“UDR”) (i) declares or pays a dividend on its outstanding
Shares in Shares or makes a distribution to all holders of its outstanding
Shares in Shares, (ii) subdivides its outstanding Shares, or (iii)
combines its outstanding Shares into a smaller number of Shares, the Unit
Adjustment Factor shall be adjusted by multiplying the Unit Adjustment
Factor by a fraction, the numerator of which shall be the number of Shares
issued and outstanding on the record date (assuming for such purposes that
such dividend, distribution, subdivision or combination has occurred as of
such time), and the denominator of which shall be the actual number of
Shares (determined without the above assumption) issued and outstanding on
the record date for such dividend, distribution, subdivision or
combination; provided however, that notwithstanding the foregoing, if UDR
declares or pays a dividend on its outstanding Shares in Shares or makes a
distribution to all holders of its outstanding Shares in Shares (including
a dividend in which stockholders may elect to receive all or a portion of
such dividend in cash), no adjustments to the Unit Adjustment Factor shall
be made if, promptly thereafter, the



 









 







Partnership pays a distribution with respect to each Partnership Unit
consisting of a number of Partnership Units (or fraction thereof) equal to
the product of (i) the quotient obtained by dividing (a) the aggregate
number of Shares paid by UDR as a dividend to all stockholders, by (b) the
aggregate number of Shares outstanding as of the close of business on the
record date for such dividend, and (ii) the number of shares for which
such Partnership Unit is then exchangeable pursuant to Section 4.2.2.”




	2.	 	Section 5.1.1(c) is hereby amended to read in its entirety as follows:






“third, to each Limited Partner to the extent of and in proportion to an amount per
Limited Partner Unit held by such Limited Partner equal to the quotient obtained by
dividing (i) the aggregate amount of cash paid by UDR as a dividend to holders of
Shares for such quarter, by (ii) the aggregate number of Shares outstanding as of
the close of business on the record date for such dividend,”




	3.	 	Except as specifically amended hereby, the terms, covenants, provisions and conditions of the
Agreement shall remain unmodified and continue in full force and effect and, except as amended
hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby
ratified and confirmed in all respects.





 









 





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



	 	 	 	 	 	 	 
	 	 	HERITAGE COMMUNITIES L.P.,	 	 
	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ASR OF DELAWARE LLC,	 	 
	 

	 	 	 	a Delaware limited liability company, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ASR INVESTMENTS CORPORATION,	 	 
	 

	 	 	 	a Maryland corporation, its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Warren L. Troupe
 

Warren L. Troupe

Senior Executive Vice President