SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP (the
"Partnership"), dated as of July 15, 1999 (the "Partnership Agreement"), by and
among JP Realty, Inc., as general partner (the "General Partner"), and the
Persons whose names are set forth on EXHIBIT A attached thereto and any other
Persons who may have become partners in the Partnership as provided therein, as
limited partners (the "Limited Partners"). Capitalized terms used but not
otherwise defined in this Sixth Amendment shall have the same meanings ascribed
to them in the Partnership Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 11.4.C of the Partnership Agreement,
the General Partner has approved the restatement of the Schedule of Partners
set forth on EXHIBIT A to the Partnership Agreement (the "Schedule of
Partners") that reflects the current composition of the Partners of the
Partnership;
WHEREAS, pursuant to Section 14.1.D of the Partnership Agreement,
the General Partner has approved the restatement of the Schedule of Obligated
Partners set forth on EXHIBIT B to the Partnership Agreement (the "Schedule of
Obligated Partners") that identifies each Obligated Partner of the Partnership
and such Obligated Partner's respective Restoration Amount; and
WHEREAS, pursuant to Section 4.2 of the Partnership Agreement, the
General Partner is authorized to enter into this Sixth Amendment for purposes
of amending the Partnership Agreement to include the Schedule of Partners and
the Schedule of Obligated Partners attached hereto.
NOW, THEREFORE, pursuant to Sections 4.2, 11.4.C and 14.1.D of the
Partnership Agreement, the General Partner hereby amends the Partnership
Agreement as follows:
1. SCHEDULE OF PARTNERS. The Schedule of Partners which is set
forth on EXHIBIT A to the Partnership Agreement is hereby deleted in its
entirety and replaced by the Schedule of Partners on EXHIBIT A attached to this
Amendment.
2. SCHEDULE OF OBLIGATED PARTNERS. The Schedule of Obligated
Partners which is set forth on EXHIBIT B to the Partnership Agreement is hereby
deleted in its entirety and replaced by the Schedule of Obligated Partners on
EXHIBIT B attached to this Amendment.
3. RATIFICATION. Except as expressly modified by this Amendment,
all of the provisions of the Partnership Agreement are hereby affirmed and
ratified and remain in full force and effect.
NYA 329146.1
IN WITNESS WHEREOF, this Amendment has been duly executed by the General
Partner on behalf of the Partnership and the admitted Limited Partner as of the
day and year set forth below.
DATED: January 23, 2001 GENERAL PARTNER:
J.P. REALTY, INC.
By: /s/ G. ▇▇▇ ▇▇▇▇▇▇▇
------------------------
Name: G. ▇▇▇ ▇▇▇▇▇▇▇
Title: President
NYA 329146.1
EXHIBIT A
---------
PARTNERS AND PARTNERSHIP INTERESTS
----------------------------------
Partnership Percentage
Name of Partner Units Interest
-------------------------------------------------------------------------------
General Partner
---------------
JP Realty, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ 16,219,290 81.68727%
LIMITED PARTNERS
----------------
Boise Mall Investment Company, Ltd. 824,411 4.15208%
▇▇▇▇▇, ▇▇▇▇ 125 0.00063%
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ 150 0.00076%
▇▇▇▇▇, ▇▇▇▇▇ 320 0.00161%
Cache Valley Mall Partnership, Ltd. 328,813 1.65604%
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 100 0.00050%
▇▇▇▇▇▇▇, ▇▇▇ 100 0.00050%
▇▇▇▇▇▇▇, ▇▇▇▇▇ 35,460 0.17859%
▇▇▇▇▇▇▇, ▇▇▇▇ 765 0.00385%
▇▇▇▇▇▇▇, ▇▇▇▇▇ 1,531 0.00771%
▇▇▇▇▇▇, ▇▇▇▇ 24 0.00012%
East Ridge Partnership 100 0.00050%
▇▇▇▇▇▇, ▇▇▇▇ 320 0.00161%
Fairfax Holding, LLC 786,226 3.95977%
▇▇▇▇▇, ▇▇▇▇ 5,486 0.02763%
▇▇▇▇▇▇▇, G. Rex 3,680 0.01853%
▇▇▇▇, ▇▇▇▇▇▇▇ 6,817 0.03433%
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 100 0.00050%
Hall Investment Company 10,204 0.05139%
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 5,102 0.02570%
JCP Realty, Inc. 350,460 1.76507%
KFC Advertising 5,487 0.02763%
▇▇▇▇▇▇, ▇▇▇▇ 125 0.00063%
▇▇▇▇▇▇, ▇▇▇▇ 25 0.00013%
King American Hospital, Ltd. 63,424 0.31943%
King Provo, Ltd. 64,872 0.32672%
▇▇▇▇, ▇▇▇▇▇▇ ▇. 6,244 0.03145%
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. 214 0.00108%
▇▇▇▇▇▇, ▇▇▇ 100 0.00050%
North Plains Development Company, Ltd. 19,033 0.09586%
North Plains Land Company, Ltd. 1,758 0.00885%
▇▇▇▇▇, ▇▇▇▇ 1,894 0.00954%
▇▇▇▇▇, ▇▇▇▇▇ 125 0.00063%
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 692 0.00349%
Pine Ridge Development Company, Ltd. 77,641 0.39103%
Pine Ridge Land Company, Ltd. 5,176 0.02607%
▇▇▇▇▇, ▇▇▇▇ 200 0.00101%
▇▇▇▇▇, ▇▇▇▇▇▇ 350 0.00176%
EXHIBIT A
---------
PARTNERS AND PARTNERSHIP INTERESTS
----------------------------------
Partnership Percentage
Name of Partner Units Interest
-------------------------------------------------------------------------------
LIMITED PARTNERS (CONTINUED)
----------------
Price 800 Company, Ltd. 156,615 0.78878%
Price Commerce, Ltd. 63,423 0.31943%
Price East Bay, Ltd. 37,157 0.18714%
Price ▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, Ltd. 17,497 0.08812%
Price Fremont Company, Ltd. 166,315 0.83763%
Price Glendale Company, Ltd. 3,935 0.01982%
Price Orem Investment Company, Ltd. 66,747 0.33617%
Price Plaza 800 Company, Ltd. 12,199 0.06144%
Price Riverside Company, Ltd. 10,983 0.05532%
Price Rock Springs Company, Ltd. 11,100 0.05590%
Price Taywin Company, Ltd. 106,381 0.53578%
▇▇▇▇▇, ▇▇▇▇▇▇ 100 0.00050%
Red Cliff Mall Investment Company 167,379 0.84299%
Roebbelen Engineering 72,000 0.36262%
▇▇▇▇▇▇▇, ▇▇▇ 23,371 0.11771%
Taycor Ltd. 35,462 0.17860%
Tech Park II Company, Ltd. 4,929 0.02482%
▇▇▇▇, ▇▇▇▇ 160 0.00081%
▇▇▇▇▇▇▇, ▇▇▇▇▇ 35,460 0.17859%
▇▇▇▇▇▇▇, ▇▇▇▇ 5,102 0.02570%
▇▇▇▇▇▇▇, ▇▇▇ 5,306 0.02672%
▇▇▇▇▇▇▇, ▇▇▇▇ 10,000 0.05036%
YSP 16,787 0.08455%
------------ -----------
Total 19,855,352 100.00000%
------------ -----------
SSB Tax Advantaged Exchange Fund I REIT, INC. 510,000 100.00000%{1}
------------ -----------
Belcrest Realty Corporation 2,575,000 73.02632%{2}
Belair Real Estate Corporation 1,225,000 26.97368%{2}
------------ -----------
3,800,000 100.00000%
------------ -----------
SSB Tax Advantaged Exchange Fund III REIT, INC. 320,000 100.00000%{3}
------------ -----------
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.
3. Represents all of the Series C Preferred Units issued by the Partnership.
NYA 329146.1
EXHIBIT B
LIST OF OBLIGATED PARTNERS
Obligated Partner Restoration Amount
--------------------------------------- ------------------
Boise Mall Investment Co., Ltd. $ 10,431,599
Cache Valley Mall Partnership, Ltd. $ 2,904,771
▇▇▇▇▇▇, ▇▇▇▇ $ 12,971
Fairfax Holding LLC $ 37,653,048
▇▇▇▇▇▇▇, G. Rex $ 433,980
▇▇▇▇, ▇▇▇▇▇▇▇ $ 196,483
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. Children's Trust $ 500,000
JCP Realty, Inc. $ 2,499,998
King American Hospital, Ltd. $ 146,152
Price Eastbay, Ltd. $ 200,959
▇▇▇▇, ▇▇▇▇▇▇ ▇. $ 1,251,609
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. $ 20,005
North Plains Dev. Company, Ltd. $ 6,019,636
▇▇▇▇▇, ▇▇▇▇ $ 360,904
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. $ 357,433
Pine Ridge Development Co., Ltd. $ 18,497,363
Pine Ridge Land Company, Ltd. $ 512,354
Price Commerce, Ltd. (fka KP Associates, Ltd.) $ 146,152
Price Freemont Company, Ltd. $ 219,959
Price Glendale Company $ 4,201,870
Price Rock Springs Company, Ltd. $ 6,403,285
▇▇▇▇▇, ▇▇▇▇ $ 9,326
Red Cliffs Mall Inv. Co., Ltd. $ 1,379,310
NYA 329146.1