Exhibit 10.1


    
      

    

    Exhibit
      10.1

     

    THIRD
      AMENDMENT

    TO

    AGREEMENT
      OF LIMITED PARTNERSHIP

    OF

    HERSHA
      HOSPITALITY LIMITED PARTNERSHIP

     

    THIS
      THIRD AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
      (this “Third Amendment”) dated as of August 5, 2005, is entered into by HERSHA
      HOSPITALITY TRUST, a Maryland real estate investment trust, as general partner
      (the “General Partner”) of HERSHA HOSPITALITY LIMITED PARTNERSHIP, a limited
      partnership formed under the laws of the Commonwealth of Virginia (the
“Partnership”), for itself and on behalf of the limited partners of the
      Partnership.

    


    WHEREAS,
      the Amended and Restated Agreement of Limited Partnership of the Partnership
      was
      executed on January 26, 1999, a First Amendment thereto was executed on December
      31, 1999, and a Second Amendment thereto was executed on April 21, 2003 (the
      “Partnership Agreement”); and

    


    WHEREAS,
      Section 4.02(a) of the Partnership Agreement authorizes the General Partner
      to
      cause the Partnership to issue additional Partnership Units in one or more
      classes or series, with such designations, preferences and relative,
      participating, optional or other special rights, powers and duties as shall
      be
      determined by the General Partner, without the approval of the Limited Partners;
      and

    


    WHEREAS,
      on August 5, 2005, the General Partner issued 2,400,000 shares of 8.00% Series
      A
      Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01
      per share (the “Series A Preferred Shares,” each a “Series A Preferred Share”)
      at a gross offering price of $25.00 per Series A Preferred Share and, in
      connection therewith, the General Partner, pursuant to Section 4.02(b) of the
      Agreement, is contributing the proceeds of such issuance to the Partnership
      and
      causing the Partnership to issue to the General Partner Series A Preferred
      Partnership Units (as hereinafter defined); and

    


    WHEREAS,
      pursuant to the authority granted to the General Partner pursuant to Sections
      4.02(a) and Article XI of the Partnership Agreement and as authorized by the
      resolutions of the General Partner dated July 14, 2005, the General Partner
      desires to amend the Partnership Agreement (i) to
      reclassify the existing Series A Preferred Partnership Units established by
      the
      Second Amendment to the Partnership Agreement on April 23, 2003, into a
      reclassified and redesignated class of Partnership Units, the Series A Preferred
      Partnership Units (as hereinafter defined), and to set forth the designations,
      rights, powers, preferences and duties of such Series A Preferred Partnership
      Units, (ii) to
      issue the Series A Preferred Partnership Units to the General Partner and (iii)
      to make certain other changes to the Partnership Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW,
      THEREFORE, in consideration of good and valuable consideration, the receipt
      and
      sufficiency of which hereby are acknowledged, the General Partner hereby amends
      the Partnership Agreement as follows:

    


     

    1.    
The
      Partnership Agreement is hereby amended by the addition of a new annex thereto,
      entitled Annex A, in the form attached hereto, which sets forth the
      designations, allocations, preferences and other special rights, powers and
      duties of the Series A Preferred Partnership Units and which shall be attached
      to and made a part of the Agreement.

     

    2.    
Pursuant
      to Section 4.02(a) of the Partnership Agreement, effective as of August 5,
      2005,
      the issuance date of the Series A Preferred Partnership Units by the General
      Partner, the Partnership hereby issues 2,400,000 Series A Preferred Partnership
      Units to the General Partner. The Series A Preferred Partnership Units have
      been
      created and are being issued in conjunction with the General Partner’s issuance
      of the Series A Preferred Shares, and as such, the Series A Preferred
      Partnership Units are intended to have designations, preferences and other
      rights, all such that the economic interests are substantially identical to
      the
      designations, preferences and other rights of the Series A Preferred Shares,
      and
      the terms of this Third Amendment, including without limitation the attached
      Annex A, shall be interpreted in a fashion consistent with this intent. In
      return for the issuance to the General Partner of the Series A Preferred
      Partnership Units, the General Partner has contributed to the Partnership the
      funds raised through its issuance of the Series A Preferred Partnership Units
      (the General Partner’s capital contribution shall be deemed to equal the amount
      of the gross proceeds of that share issuance (i.e.,
      the net
      proceeds actually contributed, plus any underwriter’s discount or other expenses
      incurred, with any such discount or expense deemed to have been incurred by
      the
      General Partner on behalf of the Partnership)). 

     

    3.    
In
      order
      to reflect the issuance of the Series A Preferred Partnership Units, Exhibit
      A
      to the Partnership Agreement is hereby amended by adding to the end of such
      Exhibit A the following table:

     

    
      
        	
                Key

              	
                Partner

              	
                Cash
                  Contribution

              	
                Agreed
                  Value of Capital Contribution

              	
                Series
                  A Preferred Partnership Units

              	
                Percentage
                  Interest of Series

              
	 	
                Hersha
                  Hospitality Trust

              	
                $58,110,000

              	
                $58,110,000

              	
                2,400,000

              	
                100.00%

              


      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    4.    
Section
      8.05(c) of the Partnership Agreement is hereby amended by inserting the
      following new clause (v) and renumbering the existing clause “(v)” as clause
“(vi)”: “(v) cause any person who operates Property on behalf of a “taxable REIT
      subsidiary” of the Company, as defined in Section 856(1) of the Code, which
      Property is a “qualified lodging facility” within the meaning of Section
      856(d)(9)(D) of the Code that is leased to such taxable REIT subsidiary, to
      fail
      to qualify as an “eligible independent contractor” within the meaning of Section
      856(d)(9)(A) of the Code with respect to such taxable REIT
      subsidiary.”

     

    5.    
This
      Third Amendment shall replace the Second Amendment in its entirety.

     

    6.    
The
      foregoing recitals are incorporated in and are part of this Third
      Amendment.

     

    7.    
Except
      as
      specifically defined herein, all capitalized terms shall have the definitions
      provided in the Partnership Agreement. This Third Amendment has been authorized
      by the General Partner pursuant to Article XI of the Partnership Agreement
      and
      does not require execution by the Limited Partners. No other changes to the
      Partnership Agreement are authorized under this Third Amendment.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    
      	
              GENERAL
                PARTNER:

            	
              HERSHA
                HOSPITALITY TRUST, 

            
	 	
              a
                Maryland real estate investment trust 

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Ashish R. Parikh

            
	 	
              Name:

            	
              Ashish
                R. Parikh

            
	 	
              Title:

            	
              Chief
                Financial Officer

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ANNEX
      A

     

    DESIGNATION
      OF THE SERIES A PREFERRED PARTNERSHIP UNITS

    OF

    HERSHA
      HOSPITALITY LIMITED PARTNERSHIP

    


    1.    Designation
      and Number.
      A
      series of preferred partnership units, designated the “Series A Preferred
      Partnership Units” (the “Series A Preferred Partnership Units”), is hereby
      established. The number of Series A Preferred Partnership Units hereby
      authorized shall be 2,400,000. The terms of this Annex A to the Third Amendment
      replace in their entirety the terms of the Second Amendment previously
      designating the Series A Preferred Partnership Units on April 21, 2003.


     

    2.    Rank.
      The
      Series A Preferred Partnership Units shall, with respect to distribution rights
      and rights upon liquidation, dissolution or winding up of the Partnership,
      rank
      (a) senior to all classes or series of Partnership Units the terms of which
      do
      not specifically provide that such units rank on a parity with or senior to
      the
      Series A Preferred Partnership Units (the “Common Units”); (b) on a parity with
      all other Partnership Units issued by the Partnership the terms of which
      specifically provide that such Partnership Units rank on a parity with the
      Series A Preferred Partnership Units as to the payment of distributions and
      the
      distribution of assets in the event of any liquidation, dissolution or winding
      up; and (c) junior to (i) all indebtedness of the Partnership and (ii)
      Partnership Units issued by the Partnership the terms of which specifically
      provide that such Partnership Units rank senior to the Series A Preferred
      Partnership Units as to the payment of distributions and the distribution of
      assets in the event of any liquidation, dissolution or winding up.

     

    
      	 	
              3.

            	
              Distributions.

            


    

     

    a.     
      Holders
      of the then outstanding Series A Preferred Partnership Units shall be entitled
      to receive, when and as declared by the Partnership, out of funds legally
      available for the payment of distributions, cumulative cash distributions at
      the
      rate of 8.00% per year of the $25.00 liquidation preference (equivalent to
      a
      fixed annual amount of $2.00 per share). Distributions on the Series A Preferred
      Partnership Units are payable quarterly in arrears on January 15, April 15,
      July
      15 and October 15 of each year and, if such day is not a business day, the
      next
      succeeding business day, commencing on October 15, 2005 (each, a “Distribution
      Payment Date”). The quarterly period between Distribution Payment Dates is
      referred to herein as a “distribution period” and the distribution which shall
      accrue in respect of any full distribution period shall be $0.50 regardless
      of
      the actual number of days in such full distribution period. The first
      distribution will be for less than a full quarter and will cover the period
      from
      August 5, 2005 to October 15, 2005. Such distribution and any distribution
      payable on the Series A Preferred Partnership Units for any partial distribution
      period will be computed on the basis of a 360-day year consisting of twelve
      30-day months. Distributions will be payable to holders of record as they appear
      in the stock records of the Partnership at the close of business on the
      applicable record date, which shall be the first day of the calendar month
      in
      which the applicable Distribution Payment Date falls or on such other date
      designated by the Partnership as the record date for the payment of
      distributions on the Series A Preferred Partnership Units that is not more
      than
      30 nor less than 10 days prior to such Distribution Payment Date (each, a
“Distribution Record Date”).

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    b.     
      No
      distributions on Series A Preferred Partnership Units shall be declared by
      the
      Partnership or paid or set apart for payment by the Partnership at such time
      as
      the terms and provisions of any agreement of the Partnership, including any
      agreement relating to its indebtedness, (i) prohibits such declaration, payment
      or setting apart for payment of distributions or (ii) provides that such
      declaration, payment or setting apart for payment of distributions would
      constitute a breach thereof or a default thereunder, or if such declaration
      or
      payment shall be restricted or prohibited by law.

     

    c.     
      Notwithstanding
      the foregoing, distributions on the Series A Preferred Partnership Units shall
      accrue whether or not the terms and provisions set forth in Section 3(b) hereof
      at any time prohibit the current payment of distributions, whether or not the
      Partnership has earnings, whether or not there are funds legally available
      for
      the payment of such distributions and whether or not such distributions are
      declared. 

     

    d.     
      Accrued
      but unpaid distributions on the Series A Preferred Partnership Units will
      accumulate as of the Distribution Payment Date on which they first become
      payable. Except as provided in Section 3(e) below, no distributions will be
      declared or paid or set apart for payment, and no distribution will be made
      on
      any Common Units or any other series of Preferred Partnership Units ranking,
      as
      to distributions, on a parity with or junior to the Series A Preferred
      Partnership Units other than a distribution that consists of the Partnership’s
      Common Units or units of any other class of Partnership Units ranking junior
      to
      the Series A Preferred Partnership Units as to distributions and upon
      liquidation, for any period unless full cumulative distributions on the Series
      A
      Preferred Partnership Units have been or contemporaneously are declared and
      paid, or declared and a sum sufficient for the payment thereof is set apart
      for
      such payment on the Series A Preferred Partnership Units for all distribution
      periods ending on or prior to the date of such action with respect to our Common
      Units or any other series of Partnership Units ranking, as to distributions,
      on
      a parity with or junior to the Series A Preferred Partnership Units.


     

    e.     
      When
      distributions are not paid in full (or a sum sufficient for such full payment
      is
      not so set apart) upon the Series A Preferred Partnership Units and the units
      of
      any other series of Partnership Units ranking on a parity as to distributions
      with the Series A Partnership Units, all distributions declared upon the Series
      A Preferred Partnership Units and any other series of Partnership Units ranking
      on a parity as to distributions with the Series A Preferred Partnership Units
      shall be declared pro rata so that the amount of distributions declared per
      unit
      of Series A Preferred Partnership Units and such other series of Partnership
      Units shall in all cases bear to each other the same ratio that accrued
      distributions per unit on the Series A Preferred Partnership Units and such
      other series of Preferred Partnership Units (which shall not include any accrual
      in respect of unpaid distributions for prior distribution periods if such
      Partnership Units do not have a cumulative distribution) bear to each other.
      No
      interest, or sum of money in lieu of interest, shall be payable in respect
      of
      any distribution payment or payments on Series A Preferred Partnership Units
      which may be in arrears.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    f.     
      Except
      as
      provided in the immediately preceding paragraph, unless full cumulative
      distributions on the Series A Preferred Partnership Units have been or
      contemporaneously are declared and paid or declared and a sum sufficient for
      the
      payment thereof is set apart for payment for all past distribution periods,
      no
      distributions (other than distributions paid in Common Units or other
      Partnership Units ranking junior to the Series A Preferred Partnership Units
      as
      to distributions and upon liquidation) shall be declared or paid or set aside
      for payment, nor shall any other distribution be declared or made, upon the
      Common Units or any other Partnership Units ranking junior to or on a parity
      with the Series A Preferred Partnership Units as to distributions or upon
      liquidation, nor shall any Common Units, or any other Partnership Units ranking
      junior to or on a parity with the Series A Preferred Partnership Units as to
      distributions or upon liquidation be redeemed, purchased or otherwise acquired
      for any consideration (or any moneys be paid to or made available for a sinking
      fund for the redemption of any such units) by the Partnership (except by
      conversion into or exchange for other units of the Partnership ranking junior
      to
      the Series A Preferred Partnership Units as to distributions and upon
      liquidation). 

     

    g.     
      Holders
      of the Series A Preferred Partnership Units shall not be entitled to any
      distribution, whether payable in cash, property or units in excess of full
      cumulative distributions on the Series A Preferred Partnership Units as provided
      above. Any distribution payment made on Series A Preferred Partnership Units
      shall first be credited against the earliest accrued but unpaid distribution
      due
      with respect to such units which remains payable.

     

    
      	 	
              4.

            	
              Liquidation
                Preference.

            


    

     

    a.     
      Upon
      any
      voluntary or involuntary liquidation, dissolution or winding up of the affairs
      of the Partnership, the holders of Series A Preferred Partnership Units then
      outstanding are entitled to be paid out of the assets of the Partnership legally
      available for distribution to its partners a liquidation preference of $25.00
      per share, plus an amount equal to any accrued and unpaid distributions to
      the
      date of payment, before any distribution of assets is made to holders of Common
      Units or any other class or series of Partnership Units that ranks junior to
      the
      Series A Preferred Partnership Units as to liquidation rights. After payment
      of
      the full amount of the liquidating distributions to which they are entitled,
      the
      holders of Series A Preferred Partnership Units will have no right or claim
      to
      any of the remaining assets of the Partnership. 

     

    b.     
      In
      the
      event that, upon any such voluntary or involuntary liquidation, dissolution
      or
      winding up, the available assets of the Partnership are insufficient to pay
      the
      amount of the liquidating distributions on all outstanding Series A Preferred
      Partnership Units and the corresponding amounts payable on all Partnership
      Units
      of other classes or series of Partnership Units ranking on a parity with the
      Series A Preferred Partnership Units in the distribution of assets, then the
      holders of the Series A Preferred Partnership Units and all other such classes
      or series of Partnership Units shall share ratably in any such distribution
      of
      assets in proportion to the full liquidating distributions to which they would
      otherwise be respectively entitled.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    c.     
      Written
      notice of any such liquidation, dissolution or winding up of the Partnership,
      stating the payment date or dates when, and the place or places where, the
      amounts distributable in such circumstances shall be payable, shall be given
      by
      first class mail, postage pre-paid, not less than 30 nor more than 60 days
      prior
      to the payment date stated therein, to each record holder of the Series A
      Preferred Partnership Units at the respective addresses of such holders as
      the
      same shall appear in the books and records of the Partnership.

     

    d.    
The
      consolidation, combination or merger of the Partnership with or into any other
      corporation, partnership or entity or consolidation or merger of any other
      corporation with or into the Partnership, or the sale, lease or conveyance
      of
      all or substantially all of the Partnership’s assets, property or business or
      any statutory share exchange, shall not be deemed to constitute a liquidation,
      dissolution or winding up of the Partnership.

     

    
      	 	
              5.

            	
              Redemption.

            


    

     

    a.     
      Right
      of Optional Redemption.
      Except
      as expressly provided herein, the Series A Preferred Partnership Units are
      not
      redeemable prior to August 5, 2010. On and after August 5, 2010, the
      Partnership, at its option and upon not less than 30 nor more than 60 days’
written notice, may redeem the Series A Preferred Partnership Units, in whole
      or
      in part, at any time or from time to time, for cash at a redemption price of
      $25.00 per share, plus an amount equal to all accrued and unpaid distributions
      thereon to the date fixed for redemption (except as provided in Section 5(c)
      below), without interest. If less than all of the outstanding Series A Preferred
      Partnership Units are to be redeemed, the Series A Preferred Partnership Units
      to be redeemed shall be selected pro rata (as nearly as may be practicable
      without creating fractional units) or by any other equitable method determined
      by the Partnership.

     

    b.     
      Limitations
      on Redemption.
      Unless
      full cumulative distributions on all Series A Preferred Partnership Units shall
      have been or contemporaneously are declared and paid or declared and a sum
      sufficient for the payment thereof set apart for payment for all past
      distribution periods, no Series A Preferred Partnership Units shall be redeemed
      unless all outstanding Series A Preferred Partnership Units are simultaneously
      redeemed, and the Partnership shall not purchase or otherwise acquire directly
      or indirectly any Series A Preferred Partnership Units (except by exchange
      for
      Partnership Units ranking junior to the Series A Preferred Partnership Units
      as
      to distributions and upon liquidation); provided, however, that the foregoing
      shall not prevent the purchase or acquisition of Series A Preferred Partnership
      Units pursuant to a purchase or exchange offer made on the same terms to holders
      of all outstanding Series A Preferred Partnership Units.

     

    c.     
      Payment
      of Distributions in Connection with Redemption.
      Immediately prior to any redemption of Series A Preferred Partnership Units,
      the
      Partnership shall pay, in cash, any accumulated and unpaid distributions through
      the redemption date, unless a redemption date falls after a Distribution Record
      Date and prior to the corresponding Distribution Payment Date, in which case
      each holder of Series A Preferred Partnership Units at the close of business
      on
      such Distribution Record Date shall be entitled to the distribution payable
      on
      such units on the corresponding Distribution Payment Date notwithstanding the
      redemption of such units before such Distribution Payment Date. Except as
      provided above, the Partnership will make no payment or allowance for unpaid
      distributions, whether or not in arrears, on Series A Preferred Partnership
      Units which are redeemed.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    d.     
      Other
      Redemptions.
      At any
      time that the General Partner exercises its right to redeem all or any of the
      Series A Preferred Shares, the General Partner shall cause the Partnership
      to
      concurrently redeem an equal number of Series A Preferred Partnership Units,
      at
      a redemption price per Series A Preferred Partnership Unit payable in cash
      and
      equal to the same price per share paid by the General Partner to redeem the
      Series A Preferred Shares (i.e., a redemption price of $25.00 per Series A
      Preferred Share, plus any accrued and unpaid dividends thereon). No interest
      shall accrue for the benefit of the Series A Preferred Partnership Units to
      be
      redeemed on any cash set aside by the Partnership.

     

    e.     
      Status
      of Redeemed Units.
      Any
      Series A Preferred Partnership Units that shall at any time have been redeemed
      shall, after such redemption, have the status of authorized but unissued
      Preferred Partnership Units, without designation as to series until such units
      are thereafter designated as part of a particular series by the Board of
      Partnershipees.

     

    6.    
Voting
      Rights.
      Except
      as provided by law, the General Partner, in its capacity as the holder of the
      Series A Preferred Partnership Units, shall not be entitled to vote for any
      purpose or otherwise participate in any action taken by the Partnership or
      the
      Partners.

     

    7.    
Conversion.
      The
      Series A Preferred Partnership Units are not convertible into or exchangeable
      for any other property or units of the Partnership.

     

    
      	 	
              8.

            	
              Allocations.

            


    

    


    a.     
      Sections
      5.01(a) and (b) of the Partnership Agreement are hereby deleted and replaced
      by
      sections (a) and (b), below. 

     

    
      	 	
              (a)

            	
              Net
                Profit.
                

            


    

    


    Except
      as
      otherwise provided herein, Net Profit for any fiscal year or other applicable
      period shall be allocated in the following order and priority: 

     

    (i)     
      first,
      to
      the General Partner in respect of its Series A Preferred Partnership Units
      to
      the extent that Net Loss previously allocated to such holders pursuant to
      Section 5.01(b)(iii) below for all prior fiscal years or other applicable
      periods exceeds Net Profit previously allocated to such Partners pursuant to
      this Section 5.01(a)(i) for all prior fiscal years or other applicable
      periods,

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (ii)    
second,
      to the General Partner and the Limited Partners holding Common Units in
      proportion to their respective Percentage Interests to the extent that Net
      Loss
      previously allocated to such holders pursuant to Section 5.01(b)(ii) below
      for
      all prior fiscal years or other applicable periods exceeds Net Profit previously
      allocated to such Partners pursuant to this Section 5.01(a)(ii) for all prior
      fiscal years or other applicable periods,

     

    (iii)    
third,
      to
      the General Partner in respect of its Series A Preferred Partnership Units
      until
      it has been allocated Net Profit equal to the excess of (x) the cumulative
      amount of distributions the General Partner has received for all fiscal years
      or
      other applicable period or to the date of redemption, to the extent such Series
      A Preferred Units are redeemed during such period, over (y) the cumulative
      Net
      Profit allocated to the General Partner, pursuant to this Section 5.01(a)(iii)
      for all prior fiscal years or other applicable periods, and

     

    (iv)    
thereafter,
      to the Partners holding Common Units in accordance with their respective
      Percentage Interests.

     

    (b)    Net
      Loss.

     

    Except
      as
      otherwise provided herein, Net Loss for any fiscal year or other applicable
      period shall be allocated in the following order and priority:

     

    (i)      
      first,
      to
      the Partners holding Common Units in accordance with their respective Percentage
      Interests to the extent of Net Profit previously allocated to such Partners
      pursuant to Section 5.01(a)(iv) above for all prior fiscal years or other
      applicable period exceeds Net Loss previously allocated to such Partners
      pursuant to this Section 5.01(b)(i) for all prior fiscal years or other
      applicable periods,

     

    (ii)     
      second,
      to the General Partner and the Limited Partners holding Common Units in
      proportion to their respective Percentage Interests until the adjusted Capital
      Account (including for this purpose any amounts a Partner is obligated to
      contribute to the capital of the Partnership or is deemed obligated to
      contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each
      Partner with respect to such Common Units is reduced to zero, and

     

    (iii)     
      thereafter,
      to the General Partner in respect of its Series A Preferred Partnership Units,
      until the adjusted Capital Account (modified in the same manner as in clause
      (ii)) of the General Partner with respect to such Series A Preferred Partnership
      Units is reduced to zero.

     

    It
      is the
      intention of the parties hereunder that the aggregate Capital Account balance
      of
      the General Partner in respect of its Series A Preferred Units at any date
      shall
      not exceed the amount of the original Capital Contribution of such holder plus
      all accrued and unpaid distributions thereon, whether or not declared, to the
      extent not previously distributed.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    b.      
      Notwithstanding
      anything to the contrary contained herein, in connection with the liquidation
      of
      the Partnership or the interest of a holder of Series A Preferred Partnership
      Units, and prior to making any other allocations of Net Profit or Net Loss,
      items of income and gain or deduction and loss shall first be allocated to
      the
      General Partner in respect of its Series A Preferred Partnership Units in such
      amounts as is required to cause the General Partner's adjusted Capital Account
      Balance (taking into account any amounts such Partner is obligated to contribute
      to the capital of the Partnership or is deemed obligated to contribute pursuant
      to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) to equal the amount such Partner
      is entitled to receive pursuant to the provisions of Sections 4 and 5
      hereof.

     

    c.     
      For
      purposes of this Section 8, "Net Profit" means the excess of the Partnership's
      Profit over the Partnership's Loss for any fiscal year or portion thereof,
      and
      "Net Loss" means the excess of the Partnership's Loss over the Partnership's
      Profit for any fiscal year or portion thereof.