THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP The undersigned, being the sole general partner of Price Development Company, Limited Partnership (the "Partnership"), a...
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
The undersigned, being the sole general partner of Price Development
Company, Limited Partnership (the "Partnership"), a limited partnership
formed under the Maryland Revised Uniform Limited Partnership Act and
pursuant to the terms of that certain Second Amended and Restate Agreement
of Limited Partnership, dated July 15, 1999 (the "Partnership Agreement"),
does hereby amend the Partnership Agreement as follows:
1. EXHIBIT OF PARTNERS AND PARTNERSHIP INTERESTS. EXHIBIT A to the
Partnership Agreement is hereby deleted in its entirety and replaced by
EXHIBIT A hereto which identifies each Partner of the Partnership, the
number of Partnership Units held by such Partner and such Partner's
respective Percentage Interest in the Partnership.
2. RATIFICATION. Except as expressly modified by this Third
Amendment, all of the provisions of the Partnership Agreement are affirmed
and ratified and remain in full force and effect.
Capitalized terms used but not defined in this Third Amendment shall
have the same meanings that are ascribed to them in the Partnership
Agreement.
Dated: October 1, 1999
JP REALTY, INC.,
as general partner
By: /s/ G. ▇▇▇ ▇▇▇▇▇▇▇
---------------------
Name: G. ▇▇▇ ▇▇▇▇▇▇▇
Title: President
EXHIBIT A
PARTNERS AND PARTNERSHIP INTERESTS
Partnership Percentage
Name of Partner Units Interest
-------------------- ------------ -----------------
GENERAL PARTNER
JP Realty, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ 17,640,747 82.74871%
LIMITED PARTNERS
Boise Mall Investment Company, Ltd. 824,411 3.86712%
▇▇▇▇▇, ▇▇▇▇ 125 0.00059%
▇▇▇▇▇, ▇▇▇▇▇ 320 0.00150%
Cache Valley Mall Partnership, Ltd. 328,813 1.54239%
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 100 0.00047%
▇▇▇▇▇▇▇, ▇▇▇ 100 0.00047%
▇▇▇▇▇▇▇, ▇▇▇▇▇ 35,460 0.16633%
▇▇▇▇▇▇▇, ▇▇▇▇ 765 0.00359%
▇▇▇▇▇▇▇, ▇▇▇▇▇ 1,531 0.00718%
▇▇▇▇▇▇, ▇▇▇▇ 24 0.00011%
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 125 0.00059%
East Ridge Partnership 100 0.00047%
▇▇▇▇▇▇, ▇▇▇▇ 320 0.00150%
Fairfax Holding, LLC 786,226 3.68801%
▇▇▇▇▇, ▇▇▇▇ 5,486 0.02573%
▇▇▇▇▇▇▇, G. Rex 3,680 0.01726%
▇▇▇▇, ▇▇▇▇▇▇▇ 6,817 0.03198%
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 100 0.00047%
Hall Investment Company 10,204 0.04786%
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 5,102 0.02393%
JCP Realty, Inc. 350,460 1.64393%
KFC Advertising 5,487 0.02574%
▇▇▇▇▇▇, ▇▇▇▇ 125 0.00059%
▇▇▇▇▇▇, ▇▇▇▇ 25 0.00012%
King American Hospital, Ltd. 63,424 0.29751%
King Provo, Ltd. 64,872 0.30430%
▇▇▇▇, ▇▇▇▇▇▇ ▇. 6,244 0.02929%
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. 214 0.00100%
▇▇▇▇▇▇, ▇▇▇ 100 0.00047%
North Plains Development Company, Ltd. 19,033 0.08928%
North Plains Land Company, Ltd. 1,758 0.00825%
▇▇▇▇▇, ▇▇▇▇ 1,894 0.00888%
▇▇▇▇▇, ▇▇▇▇▇ 125 0.00059%
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 692 0.00325%
Pine Ridge Development Company, Ltd. 77,641 0.36420%
Pine Ridge Land Company, Ltd. 5,176 0.02428%
▇▇▇▇▇, ▇▇▇▇ 200 0.00094%
Partnership Percentage
Name of Partner Units Interest
-------------------- ------------ -----------------
▇▇▇▇▇, ▇▇▇▇▇▇ 350 0.00164%
Price 800 Company, Ltd. 156,615 0.73465%
Price Commerce, Ltd. 63,423 0.29750%
Price East Bay, Ltd. 37,157 0.17430%
Price ▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, Ltd. 17,497 0.08207%
Price Fremont Company, Ltd. 166,315 0.78015%
Price Glendale Company, Ltd. 3,935 0.01846%
Price Orem Investment Company, Ltd. 66,747 0.31309%
Price Plaza 800 Company, Ltd. 12,199 0.05722%
Price Riverside Company, Ltd. 10,983 0.05152%
Price Rock Springs Company, Ltd. 11,100 0.05207%
Price Taywin Company, Ltd. 106,381 0.49901%
▇▇▇▇▇, ▇▇▇▇▇▇ 100 0.00047%
Red Cliff Mall Investment Company 167,379 0.78514%
RMC Mall Corp. 41,518 0.19475%
Roebbelen Engineering 72,000 0.33774%
▇▇▇▇▇▇▇, ▇▇▇ 23,371 0.10963%
Taycor Ltd. 35,462 0.16634%
Tech Park II Company, Ltd. 4,929 0.02312%
▇▇▇▇▇▇▇, ▇▇▇▇ 150 0.00070%
▇▇▇▇, ▇▇▇▇ 160 0.00075%
▇▇▇▇▇▇▇, ▇▇▇▇▇ 35,460 0.16633%
▇▇▇▇▇▇▇, ▇▇▇▇ 5,102 0.02393%
▇▇▇▇▇▇▇, ▇▇▇ 5,306 0.02489%
▇▇▇▇▇▇▇, ▇▇▇▇ 10,000 0.04691%
YSP 16,787 0.07874%
Total 21,318,452 100.00000%
------------ -------------
SSB Tax Advantaged Exchange Fund I, LLC 510,000 100.00000%1
------------ -------------
Belcrest Realty Corporation 2,775,000 73.02632%2
Belair Real Estate Corporation 1,025,000 26.97368%2
------------ -------------
3,800,000 100.00000%
------------ -------------
----------------- ___________________________
1. Represents all of the Series A Preferred Units issued by the
Partnership.
2. Represents a percentage of the Series B Preferred Units issued
by the Partnership.
NYA 187756.9