Exhibit
10.1


AMENDMENT TO

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF

LEXFORD PROPERTIES, L.P.


This
AMENDMENT TO AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT OF LEXFORD PROPERTIES, L.P. (this “Amendment”)
is made and entered into as of the 1st day of September 2006 by ERP OPERATING LIMITED
PARTNERSHIP, an Illinois limited partnership, as limited partner, and LEXFORD
PARTNERS, L.L.C., an Ohio limited liability company, as the general
partner (the “General Partner”) of LEXFORD PROPERTIES, L.P., an Ohio limited
partnership (the “Partnership”).


R  E  C  I  T
A  L  S:


WHEREAS, ERP and the General
Partner are parties to that certain Amended and Restated Limited Partnership
Agreement dated as of October 1, 1999 (the “Partnership Agreement”; all terms
used in this Amendment have the meanings given them in the Partnership
Agreement) governing the business and affairs of Lexford Properties, L.P., an
Ohio limited partnership (the “Partnership”);


WHEREAS, Section 11.5(a) of the
Partnership Agreement authorizes ERP and the General Partner to enter into this
Amendment;


WHEREAS, the Partnership has
entered into those certain Lexford  LLC
Membership Interest Transfer Agreements 1S through 6, inclusive, each dated as
of June 28, 2006, with affiliates of Empire Asset Group LLC (collectively, the “Transfer
Agreements”), pursuant to which the Partnership has agreed to sell its sole
member’s interests in six limited liability companies that indirectly own 254
of the Partnership’s multifamily residential properties and 30 wholly owned and
majority owned subsidiaries of the Partnership have concurrently entered into
that certain Agreement for Sale of Real Estate and Related Property (together
with the Transfer Agreements”, the “Sale Agreements”) pursuant to which such
subsidiaries have agreed to convey title to 27 of the Partnership’s multifamily
residential properties;


WHEREAS, the Partnership intends
to apply the net proceeds to be received upon the consummation of the Sale
Agreements to the fullest extent possible to effect tax deferred like kind
exchanges under Section 1031 of the Internal Revenue Code and to reinvest any
remaining net proceeds in additional assets; and


WHEREAS, the parties therefore
desire to eliminate any ambiguity that might otherwise arise under the terms of
the Partnership Agreement as a consequence of 
the consummation of the transactions contemplated by the Sale
Agreements.


NOW, THEREFORE, the Partnership
Agreement is hereby amended as follows:


 



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1.   Amendment to Section 10.1(a)(v) of
Partnership Agreement.   Section 10.1(a)(v) of the
Partnership Agreement is hereby amended by adding the following language to the
end thereof immediately preceding the semicolon:


“(provided, however,
that the consummation of the transactions contemplated by all those certain
Lexford LLC Membership Interest Transfer Agreements and that certain
Agreement for Sale of Real Estate and Related Property, each dated as of June
28, 2006, by and between the Partnership or certain of its Subsidiaries, on the
one hand, and Affiliates of Empire Asset Group LLC, on the other hand, will not
constitute a ‘sale of all or substantially all of the assets of the Partnership
for cash or for marketable securities’ within the meaning of this Section
10(a)(v) du to the fact that the proceeds of such transactions will be paid
directly to qualified exchange intermediaries for the purpose of effecting like
kind deferred property exchanges or will otherwise be reinvested in additional
tangible assets of the Partnership)”


2.   Miscellaneous.


2.01.                        This Amendment sets forth
the entire agreement between the parties with respect to the matters set forth
herein.  There have been no additional
oral or written representations or agreements.


2.02.                        Except as herein modified or amended, the provisions, conditions and
terms of the Partnership Agreement shall remain unchanged and in full force and
effect.


2.03.                        In the case of any inconsistency between the provisions of the
Partnership Agreement and this Amendment, the provisions of this Amendment
shall govern and control.


 



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IN WITNESS
WHEREOF, the parties have
caused this Amendment to be executed by their authorized representatives as of
the date first set forth above.


	
  

  	
  ERP OPERATING LIMITED
  PARTNERSHIP

  
	
   

  	
  By:

  	
  Equity Residential, its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce C. Strohm

  
	
   

  	
  Name:

  	
  Bruce C. Strohm

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEXFORD PARTNERS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barbara Shuman

  
	
   

  	
   

  	
  Its Manager

  



 



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