ITEM 10.8
SIXTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
GGP LIMITED PARTNERSHIP
THIS AMENDMENT (the "Amendment") is made and entered into as of
November 20, 2003, by and among the undersigned parties.
W I T N E S S E T H:
WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership (the "Partnership") exists pursuant to that certain Second Amended
and Restated Agreement of Limited Partnership of GGP Limited Partnership dated
as of April 1, 1998, as amended (the "Second Restated Partnership Agreement"),
and the Delaware Revised Uniform Limited Partnership Act;
WHEREAS, General Growth Properties, Inc., a Delaware corporation, is
the general partner of the Partnership (the "General Partner");
WHEREAS, as of the close of business on the date hereof, the
certificate of incorporation of the General Partner was amended to increase the
number of authorized shares of common stock of the General Partner, change the
par value of such shares from $0.10 to $0.01 per share and divide each
outstanding share of common stock into three shares of common stock (the "Stock
Split "); and
WHEREAS, the parties hereto, being the sole general partner of the
Partnership and the holders of a Majority-in-Interest of the Common Units,
desire to amend the Second Restated Partnership Agreement to set forth their
understandings regarding the Stock Split and certain other matters.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. CAPITALIZED TERMS. Capitalized terms used but not defined
herein shall have the definitions assigned to such terms in the Second Restated
Partnership Agreement, as amended hereby.
2. AMENDED DEFINITIONS.
(a) The definition of "Common Stock" set forth in Section
1.1 of the Second Restated Partnership Agreement is hereby deleted in
its entirety and the following is hereby inserted in its place and
stead:
`"Common Stock' shall mean the shares of common stock
of the General Partner."
(b) The definition of "Closing Price" set forth in
Section 1.1 of the Second Restated Partnership Agreement is hereby
deleted in its entirety and the following is hereby inserted in its
place and stead:
`"Closing Price' on any day shall mean the average of
the intra-day high and low for such day as reported in the
principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New
York Stock Exchange or, if the Common Stock is not listed or
admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal
national securities exchange on which the Common Stock is
listed or admitted to trading or, if the Common Stock is not
listed or admitted to trading on any national securities
exchange, the last quoted price, or if not so quoted, the
average of the high bid and low asked prices in the
over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations
System or, if such system is no longer in use, the principal
other automated quotations system that may then be in use or,
if the Common Stock is not quoted by any such organization,
the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Common
Stock as such person is selected from time to time by the
Board of Directors of the General Partner."
(c) The definition of "Current Per Share Market Price"
set forth in Section 1.1 of the Second Restated Partnership Agreement
is hereby deleted in its entirety and the following is hereby inserted
in its place and stead:
`"Current Per Share Market Price' shall mean, as of
any date, the average of the Closing Price for the five
consecutive Trading Days ending on such date or the average of
the Closing Price for any other period of Trading Days that
the General Partner deems appropriate with respect to any
transaction or other event for which "Current Per Share Market
Price" is determined (other than a redemption pursuant to any
Rights Agreement unless otherwise provided therein); provided,
however, that the Closing Price for any Trading Day or Trading
Days that are included in any calculation of Current Per Share
Market Price shall be adjusted to take into account any stock
split, dividend, subdivision, combination and the like if
General Partner deems such adjustment to be appropriate)."
(d) The definition of "Rights Agreements" set forth in
Section 1.1 of the Second Restated Partnership Agreement is hereby
deleted in its entirety and the following is hereby inserted in its
place and stead:
`"Rights Agreements' shall mean the Bucksbaum Rights
Agreement and those certain Redemption Rights Agreements
entered into before, on or after the date hereof by the
Partnership, the General Partner and certain other Persons in
connection with the issuance of Units to such other Persons,
as the same may be amended from time to time."
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3. DIVISION OF COMMON UNITS. Notwithstanding anything to the
contrary contained in the Second Restated Partnership Agreement, (a) effective
at the close of business on the date hereof, each Common Unit shall be deemed to
be three Common Units, so that, as of such time, each holder of record of Common
Units, automatically and without further action, shall be deemed to be the
holder of two additional Common Units for each Common Unit held immediately
prior to such time (the "Unit Split") and (b) there shall be no adjustment of
the Conversion Factor on account of the Stock Split; provided, however, that (x)
if the rights under any Specified Rights Agreement are exercised as to one or
more Common Units, then, effective immediately prior to the redemption or
purchase of such Common Units pursuant to such Specified Rights Agreement, the
Unit Split shall be completely reversed as to such Common Units and each such
Common Unit, automatically and without further action, shall be deemed to be
one-third of a Common Unit and (y) if such Common Units are transferred to the
General Partner (rather than the Partnership) pursuant to such Specified Rights
Agreement, then, effective immediately following such transfer, the Unit Split
shall be completely reinstated as to such Common Units and each such Common
Unit, automatically and without further action, shall be deemed to be three
Common Units. For purposes hereof, a "Specified Rights Agreement" is any Rights
Agreement pursuant to which the "Conversion Factor" (or the equivalent) referred
to therein is adjusted as the result of the Stock Split and such adjustment is
not completely reversed as the result of the Unit Split. The purpose of the
proviso contained in the first sentence of this paragraph is to ensure that
there are not duplicative adjustments on account of the Stock Split, and this
Section 3 shall be interpreted and applied consistently therewith.
4. NOTICE REQUIREMENTS. Notwithstanding anything to the contrary
contained in the Second Restated Partnership Agreement, no provision of the
Second Restated Partnership Agreement requiring notice of any event prior to the
occurrence thereof shall apply to the Stock Split, any of the matters contained
herein or stock splits, subdivisions, dividends, combinations or any other
similar event occurring after the date hereof.
5. NEW EXHIBIT A. Exhibit A to the Second Restated Partnership
Agreement, identifying the Partners, the number and class or series of Units
owned by them and their respective Percentage Interests, if any, is hereby
deleted in its entirety and the Exhibit A in the form attached hereto is hereby
inserted in its place and stead.
6. AMENDMENT TO SECTION 13.12 Section 13.12 of the Second
Restated Partnership Agreement is hereby deleted in its entirety and the
following is hereby inserted in its place and stead:
"13.12 ISSUANCE OF CERTIFICATES. The General Partner may, in
its sole discretion, issue a certificate setting forth the name of any
Partner and the number of Units owned by such Partner and, in such
event, the General Partner shall establish such rules and regulations
relating to issuances and reissuances of certificates upon transfer of
Units, the division of Units among multiple certificates and the loss,
theft, destruction or mutilation of certificates as the General Partner
reasonably deems appropriate. Notwithstanding anything to the contrary
contained herein or in any certificate, (a) no certificate issued by
the Partnership shall constitute a certificated security under Article
8 of the Uniform Commercial Code or an instrument, (b) the issuance or
existence of certificates shall not create any rights on the part of
the holders of such certificates or other Persons that would not exist
if such certificates had not been issued, (c) the Partnership shall
have no liability
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to holders of certificates or other Persons that it would not have had
if it had not issued such certificates, and (d) only those Persons
shown on the Partnership's book and records as the registered owner of
any particular Unit shall have any rights as a Limited Partner or
otherwise with respect thereto."
7. OTHER PROVISIONS UNAFFECTED. Except as expressly amended
hereby, the Second Restated Partnership Agreement shall remain in full force and
effect in accordance with its terms.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
day and year first above written.
GENERAL PARTNER:
GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------------
Xxxxxxx Xxxxxxxx, Executive Vice President
LIMITED PARTNERS:
M.B. CAPITAL PARTNERS III, a South
Dakota general partnership
By: GENERAL TRUST COMPANY, not
individually but solely as Trustee
of Xxxxxx Investment Trust G, a partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxxx X. Xxxxxxxxx, President
EXHIBIT A
TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
GGP LIMITED PARTNERSHIP
PARTNERS
See attached.
EXHIBIT A
NUMBER OF NUMBER OF NUMBER OF
NUMBER OF PERCENTAGE SERIES A SERIES B SERIES C
COMMON UNITS INTEREST PREFERRED UNITS PREFERRED UNITS PREFERRED UNITS
---------------- ----------- --------------- --------------- ---------------
General Partner:
General Growth Properties, Inc. 216,208,419.5826 79.3788 0.0000 0.0000 0.0000
Limited Partners:
M.B. Capital Partners III 46,690,280.8905 17.1419 0.0000 0.0000 0.0000
Xxxxxxx Xxxxxxxx Revocable Trust 449,119.1814 0.1649 0.0000 0.0000 0.0000
Xxx X. Xxxxxxxx 172,860.0000 0.0635 0.0000 0.0000 0.0000
LWLDA Limited Partnership 135,669.0000 0.0498 0.0000 0.0000 0.0000
Xxxxx X. Xxxxxxx 172,860.0000 0.0635 0.0000 0.0000 0.0000
GDC/A&B Limited Partnership 135,669.0000 0.0498 0.0000 0.0000 0.0000
Xxxxxx X. Xxxxx 75,000.0000 0.0275 0.0000 0.0000 0.0000
Xxxxxxxx X. Xxxxx 52,941.0000 0.0194 0.0000 0.0000 0.0000
Xxxxxxx X.X. Xxxx 87,072.0000 0.0320 0.0000 0.0000 0.0000
The Xxxx Family Limited Partnership 66,924.0000 0.0246 0.0000 0.0000 0.0000
Xxxxxx Xxxxxx, Xx. 234,051.0000 0.0859 0.0000 0.0000 0.0000
Xxxxxx Xxxxxx and Xxxxx Xxxxxx,
Husband and Wife, as Tenants-by-the
Entirety 47,566.5000 0.0175 0.0000 0.0000 0.0000
Joint Revocable Trust of Xxxxxx Xxxxxxx
and Xxxx Xxxxxxx 47,566.5000 0.0175 0.0000 0.0000 0.0000
Xxxxxx Xxxxxxx and Xxxx Xxxxxxx,
Husband and Wife, as Tenants-by-the
Entirety 167,010.0000 0.0613 0.0000 0.0000 0.0000
Joint Revocable Trust of Xxxxxx and Xxxxx
Xxxxxx 55,671.0000 0.0204 0.0000 0.0000 0.0000
Irrevocable Trust of Xxxxxx Xxxxxx dated
January 24, 1978 F/B/O Xxxxx Xxxxxx 55,671.0000 0.0204 0.0000 0.0000 0.0000
Irrevocable Trust of Xxxxxx Xxxxxx dated
January 24, 1978 F/B/O Xxxxxxxx Xxxxxx 55,671.0000 0.0204 0.0000 0.0000 0.0000
Xxxxxx Xxxxxx 1,789,587.0000 0.6570 0.0000 0.0000 0.0000
The Xxxxxxx Group 346,797.0000 0.1273 0.0000 0.0000 0.0000
Xxxxx Xxxx 173,397.0000 0.0637 0.0000 0.0000 0.0000
Xxxx Xxxxxx 173,397.0000 0.0637 0.0000 0.0000 0.0000
G. Xxxxxx Xxxx 17,781.0000 0.0065 0.0000 0.0000 0.0000
Xxxxxxx Xxxxx 44,454.0000 0.0163 0.0000 0.0000 0.0000
Xxxxxx X. Xxxxxx 31,818.7500 0.0117 0.0000 0.0000 0.0000
Xxxxx X. Xxxxx 53,031.0000 0.0195 0.0000 0.0000 0.0000
Xxxxxx X. Rather 108,606.0000 0.0399 0.0000 0.0000 0.0000
Xxxxx X. Xxxxxx, Xx. 104,046.0000 0.0382 0.0000 0.0000 0.0000
Xxxxxxx X. Xxxxxxxx, Xx. 10,605.0000 0.0039 0.0000 0.0000 0.0000
MP, Ltd. 163,440.0000 0.0600 0.0000 0.0000 0.0000
Xxxxx X. Xxxxxxxxx 1,556,499.0000 0.5715 0.0000 0.0000 0.0000
Xxxxx Xxxxxxxxx 65,838.0000 0.0242 0.0000 0.0000 0.0000
Xxxx Xxxxxx 8,190.0000 0.0030 0.0000 0.0000 0.0000
Xxxxxx Xxxxxxxx 32,748.0000 0.0120 0.0000 0.0000 0.0000
Xxxxxx X. May 16,572.0000 0.0061 0.0000 0.0000 0.0000
Page 1
EXHIBIT A
NUMBER OF NUMBER OF NUMBER OF
NUMBER OF PERCENTAGE SERIES A SERIES B SERIES C
COMMON UNITS INTEREST PREFERRED UNITS PREFERRED UNITS PREFERRED UNITS
---------------- ----------- --------------- --------------- ---------------
Xxxxxx Xxxxxxx 162,063.0000 0.0595 0.0000 0.0000 0.0000
Xxxxxx Xxxxxxx 97,278.0000 0.0357 0.0000 0.0000 0.0000
Xxxxxxx Xxxxxxxxx 73,980.0000 0.0272 0.0000 0.0000 0.0000
Lindsay Faith May Trust, Xxx X.
Xxxxxxxxxxxx Tustee 48,639.0000 0.0179 0.0000 0.0000 0.0000
Xxx Xxxxxxx 162,063.0000 0.0595 0.0000 0.0000 0.0000
Xxxxxx Xxx 8,286.0000 0.0030 0.0000 0.0000 0.0000
Xxxxxxxx May Trust, Xxx X. Xxxxxxxxxxxx
Trustee 48,639.0000 0.0179 0.0000 0.0000 0.0000
Xxxxxx Xxxxxxxxxx 197,286.0000 0.0724 0.0000 0.0000 0.0000
Xxxxx Xxxxxxxxxx 98,643.0000 0.0362 0.0000 0.0000 0.0000
Xxxxx X. Xxxxx 7,500.0000 0.0028 0.0000 0.0000 0.0000
Xxxxxx X. Xxxxxx, Xx. 11,025.0000 0.0040 0.0000 0.0000 0.0000
Xxxxxxx X. Xxxxx (Xxxxxx) Trust 12,036.0000 0.0044 0.0000 0.0000 0.0000
Xxxxxxx Xxxxxx 13,500.0000 0.0050 0.0000 0.0000 0.0000
The Grandchildren's Trust, Xxxxxxx X.
Xxxxxxxxx Trustee 65,754.0000 0.0241 0.0000 0.0000 0.0000
X'Xxxxxx Realty Investors II, L.P. 34,224.0000 0.0126 0.0000 0.0000 0.0000
X.X. X'Xxxxxx & Co., Incorporated 47,661.0000 0.0175 0.0000 0.0000 0.0000
X'Xxxxxx Associates L.P. 1,134,822.0000 0.4166 0.0000 0.0000 0.0000
Estate of Xxxxxx X. XxXxxxxxx 84,381.0000 0.0310
Xxxxx X. Xxxxxxx 66,138.0000 0.0243 0.0000 0.0000 0.0000
B.C.O.P. Associates L.P. 78,174.0000 0.0287 0.0000 0.0000 0.0000
CMS/Valley Forge Real Estate Opportunity
Fund, L.P. 22,557.0000 0.0083 0.0000 0.0000 0.0000
Xxxxx X. Xxxxxx, Xx. 235,206.0000 0.0864 0.0000 0.0000 0.0000
Xxxxx X. Xxxxx 32,181.0000 0.0118 0.0000 0.0000 0.0000
Xxxx X. Xxxxx 17,466.0000 0.0064 0.0000 0.0000 0.0000
Xxxx X. Xxxxx 4,599.0000 0.0017 0.0000 0.0000 0.0000
Xxxxx X. Xxxxx, Trustee for the X. Xxxxxxx
Sealy Trust for Xxxxx X. Xxxxx 921.0000 0.0003 0.0000 0.0000 0.0000
Xxxxx X. Xxxxx, Trustee for the X. Xxxxxxx
Xxxxx Trust for Xxxxx Xxxxxxx Xxxxx Xxxxxx 924.0000 0.0003 0.0000 0.0000 0.0000
Xxxxx X. Xxxxx, Trustee for the X. Xxxxxxx
Xxxxx Trust for Xxxx X. Xxxxx 921.0000 0.0003 0.0000 0.0000 0.0000
Xxxxx X. Xxxxx, Trustee for the X. Xxxxxxx
Sealy Trust for Xxxx Xxxx Xxxxx Xxxxxxx 924.0000 0.0003 0.0000 0.0000 0.0000
Xxxxx X. Xxxxx, Trustee for the X. Xxxxxxx
Xxxxx Trust for Xxx Xxxxx Xxxxx 924.0000 0.0003 0.0000 0.0000 0.0000
Cache Valley Mall Partnership, Ltd. 0.0000 0.0000 0.0000 165,224.4840 0.0000
Xxxxx Xxxxxxx 0.0000 0.0000 0.0000 18,510.1200 0.0000
Xxxx Xxxxxxx 0.0000 0.0000 0.0000 399.3300 0.0000
Xxxxx Xxxxxxx 0.0000 0.0000 0.0000 799.1820 0.0000
Xxxxxxx Xxxxxx 0.0000 0.0000 0.0000 1,370.2500 0.0000
Fairfax Holding, LLC 0.0000 0.0000 0.0000 926,920.0980 0.0000
G. Xxx Xxxxxxx 0.0000 0.0000 0.0000 16,576.6320 0.0000
Xxxxxxx Xxxx 0.0000 0.0000 0.0000 8,044.5420 0.0000
Hall Investment Company 0.0000 0.0000 0.0000 13,016.0700 0.0000
Xxxxxxx Xxxxxx 0.0000 0.0000 0.0000 2,663.2440 0.0000
Page 2
EXHIBIT A
NUMBER OF NUMBER OF NUMBER OF
NUMBER OF PERCENTAGE SERIES A SERIES B SERIES C
COMMON UNITS INTEREST PREFERRED UNITS PREFERRED UNITS PREFERRED UNITS
---------------- ----------- --------------- --------------- ---------------
King American Hospital, Ltd. 0.0000 0.0000 0.0000 26,485.7580 0.0000
Xxxxxxxx Xxxx 0.0000 0.0000 0.0000 8,465.7960 0.0000
Xxxxxx X. Xxxx 0.0000 0.0000 0.0000 3,392.4780 0.0000
Xxxx X. Xxxxxxxxxx 0.0000 0.0000 0.0000 3,751.6140 0.0000
Xxx Xxxxxx 0.0000 0.0000 0.0000 1,717.9020 0.0000
North Plains Development Company, Ltd. 0.0000 0.0000 0.0000 9,935.2260 0.0000
Xxxxx Xxxxxx Xxxx Company, Ltd. 0.0000 0.0000 0.0000 917.6760 0.0000
Xxxx X. Xxxxx 0.0000 0.0000 0.0000 2,174.6520 0.0000
Xxxxxx X. Xxxxxxxx 0.0000 0.0000 0.0000 10,428.5160 0.0000
Xxxx Xxxxx Xxxx Company, Ltd. 0.0000 0.0000 0.0000 2,701.8720 0.0000
Price Fremont Company, Ltd. 0.0000 0.0000 0.0000 82,364.8140 0.0000
Xxxxxx Xxxxx 0.0000 0.0000 0.0000 226.0260 0.0000
Xxxx Xxxxx 0.0000 0.0000 0.0000 766.2960 0.0000
Xxxxxx Xxxxx 0.0000 0.0000 0.0000 1,446.9840 0.0000
Red Cliffs Mall Investment Company, Ltd. 0.0000 0.0000 0.0000 76,910.9580 0.0000
Taycor, Ltd. 0.0000 0.0000 0.0000 17,226.0000 0.0000
Xxxxxxxx Xxxxxx 0.0000 0.0000 0.0000 226.0260 0.0000
Xxxxx Xxxxxxxx 0.0000 0.0000 0.0000 18,510.1200 0.0000
Xxxx Xxxxxxx as Trustee of the Xxxx
Xxxxxxx Revocable Trust 0.0000 0.0000 0.0000 5,220.0000 0.0000
JSG, LLC 0.0000 0.0000 0.0000 0.0000 822,626.0284
Total Units: 272,375,543.4045 100.0000 0.0000 1,426,392.6660 822,626.0284
PAGE 3
