THIRD AMENDED AND RESTATED AGREEMENT OF PARTNERSHIP OF M.B. CAPITAL PARTNERS IIIAgreement of Partnership • April 1st, 2008 • General Trust Co • Real estate investment trusts
THIS THIRD AMENDED AND RESTATED AGREEMENT OF PARTNERSHIP (the “Agreement”) is made and entered into as of the 27th day of March, 2008, by and among the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • August 22nd, 2007 • General Trust Co • Real estate investment trusts
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D and Schedule 13G (including amendments thereto) with respect to the Common Stock of General Growth Properties, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 21st day of August 2007.
AMENDED AND RESTATED MANAGEMENT LIMITED PARTNER AGREEMENTManagement Limited Partner Agreement • August 22nd, 2007 • General Trust Co • Real estate investment trusts • Iowa
This Amended and Restated Management Limited Partner Agreement (this “Agreement”) is made and entered into this 20th day of August, 2007 by and among Stanley Richards, as Trustee of the Stanley Richards Revocable Trust (together with its successors and assigns, the “Management Limited Partner”) and M.B. Capital Units L.L.C., a Delaware limited liability company (together with its successors and assigns, the “Bucksbaum Limited Partners” and, together with the Management Limited Partner, the “Limited Partners”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 1st, 2008 • General Trust Co • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 24, 2008, is by and between General Growth Properties, Inc., a Delaware corporation (“General Growth”), and MB Capital Partners III (“Investor”).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • August 22nd, 2007 • General Trust Co • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is made and entered into as of this 2nd day of August, 2007 (“Amendment Effective Date”) by and between Citigroup Global Markets, Inc. (“CGMI”), a New York corporation whose principal place of business is located at 388 Greenwich Street, New York, NY 10013, and M.B. Capital Partners III (the “Borrower”), a partnership organized under South Dakota law whose principal place of business is located at 300 North Dakota Avenue, Suite 202, Sioux Falls, South Dakota 57104, to set forth the terms and conditions that will govern one or more extensions of credit (each, an “Advance”) by CGMI to the Borrower.
SECOND AMENDED AND RESTATED AGREEMENT OF PARTNERSHIP OF M.B. CAPITAL PARTNERS IIIAgreement of Partnership • August 22nd, 2007 • General Trust Co • Real estate investment trusts
THIS SECOND AMENDED AND RESTATED AGREEMENT OF PARTNERSHIP (the “Agreement”) is made and entered into as of the first day of August, 2007, by and among the undersigned.
LIMITED LIABILITY COMPANY AGREEMENT M.B. CAPITAL UNITS L.L.C.Limited Liability Company Agreement • August 22nd, 2007 • General Trust Co • Real estate investment trusts • Delaware
LIMITED LIABILITY COMPANY AGREEMENT dated August 2, 2007 among M.B. CAPITAL UNITS L.L.C., a Delaware limited liability company (the “Company”), M.B. CAPITAL PARTNERS III, a South Dakota general partnership (“M.B. III”), as the sole Member of the Company, and any other Persons who may be admitted to the Company and become Members.
TERM LOAN AGREEMENTTerm Loan Agreement • August 22nd, 2007 • General Trust Co • Real estate investment trusts • New York
This Term Loan Agreement (the “Agreement”), dated as of November 9, 2004 (the “Effective Date”), is made between Citigroup Global Markets Inc. (“CGMI), a New York corporation whose principal place of business is located at 388 Greenwich Street, New York, NY 10013, and M.B. Capital Partners III (the “Borrower”), a partnership organized under South Dakota law whose principal place of business is located at 300 North Dakota avenue, Suite 202, Sioux Falls, South Dakota 57104, to set forth the terms and conditions that will govern one or more extensions of credit (each, an “Advance”) by CGMI to the Borrower.
REDEMPTION AGREEMENTRedemption Agreement • April 1st, 2008 • General Trust Co • Real estate investment trusts • South Dakota
THIS REDEMPTION AGREEMENT (the “Agreement”) is made and entered into as of the 27th day of March, 2008, by and between MB CAPITAL PARTNERS, III, a South Dakota general partnership (the “Partnership”), and MATTHEW BUCKSBAUM, AS TRUSTEE OF THE MATTHEW BUCKSBAUM REVOCABLE TRUST (“MBRT”) and GENERAL GROWTH COMPANIES, INC., a Delaware corporation (“GGC” and, together with MBRT, collectively, the “Division B Participants” and each a “Division B Participant”).
