SECOND AMENDED AND RESTATED AGREEMENT

 

                                                                    EXHIBIT 10.5

                               SECOND AMENDMENT TO
                    SECOND AMENDED AND RESTATED AGREEMENT OF
                LIMITED PARTNERSHIP OF HERITAGE COMMUNITIES L.P.

     This SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF HERITAGE COMMUNITIES L.P., dated as of September 30, 2003
(this "Amendment"), is being executed by ASR Investments Corporation, a Maryland
corporation (the "General Partner"), as the general partner of Heritage
Communities L.P., a Delaware limited partnership (the "Partnership"), pursuant
to the authority conferred upon the General Partner by the Second Amended and
Restated Agreement of Limited Partnership of Heritage Communities L.P., dated as
of September 18, 1997, as amended and/or supplemented from time to time (the
"Agreement"). Capitalized terms used, but not otherwise defined herein, shall
have the respective meanings ascribed thereto in the Agreement.

     WHEREAS, pursuant to Section 14.2(c) of the Agreement, the General Partner
is authorized to amend the Agreement, without the consent of the Limited
Partners, to reflect a change that is of inconsequential nature and does not
adversely affect the Limited Partners in any material respect, or to cure any
ambiguity, correct or supplement any provision in the Agreement not inconsistent
with law or with the provisions of the Agreement; and

     WHEREAS, the General Partner has determined that the amendment provided for
herein is of an inconsequential nature and does not adversely affect the Limited
Partners in any material respect.

     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)  Section 2.4 of the Agreement is hereby amended to read in its entirety
as follows:

          "2.4 Term. The term of the Partnership shall commence on the
     date hereof and shall continue until the Partnership is dissolved
     pursuant to the provisions of Article XIII or as otherwise
     provided by law."

     (2)  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.

                            [Signature Page Follows]

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

                                        ASR INVESTMENTS CORPORATION,
                                        General Partner

                                        By:  /s/ Mary Ellen Norwood
                                           -------------------------------------
                                        Name:   Mary Ellen Norwood
                                        Title:  Vice President & Secretary 

Basic Info X:

Name: SECOND AMENDED AND RESTATED AGREEMENT
Type: Second Amended and Restated Agreement
Date: Nov. 12, 2003
Company: UDR, Inc.
State: Maryland

Other info: