FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FELDMAN EQUITIES OPERATING PARTNERSHIP, LP

EXHIBIT 3.4

FIRST AMENDMENT

TO

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

▇▇▇▇▇▇▇ EQUITIES OPERATING PARTNERSHIP, LP

     This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ▇▇▇▇▇▇▇ EQUITIES OPERATING PARTNERSHIP, LP is made and entered as of December 21, 2004 (this “Amendment”), by and among ▇▇▇▇▇▇▇ Holdings Business Trust I, a Maryland business trust, and the limited partners listed on Exhibit A hereto.

RECITALS:

▇.

▇▇▇▇▇▇▇ Equities Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), was formed on August 6, 2004, pursuant to, and in accordance with, the Delaware Revised Uniform Limited Partnership Act (4 Del. C. § 17-101, et seq.) by the filing of a Certificate of Limited Partnership with the Delaware Secretary of State.

	B.	Pursuant to that certain Contribution Agreement dated as of August 13, 2004, among the Partnership, ▇▇▇▇▇ ▇▇▇▇▇, an individual (“JB”), and ▇▇▇▇▇▇▇ Equities of Arizona, LLC, an Arizona limited liability company (“FEA”), JB contributed all of his membership interests in FEA to the Partnership in exchange for a limited partnership interest in the Partnership.

	C.	Pursuant to that certain Contribution Agreement dated as of August 13, 2004, among the Partnership, ▇▇▇▇▇ ▇▇▇▇▇▇, an individual (“SJ”), and FEA, SJ contributed all of his membership interests in FEA to the Partnership in exchange for a limited partnership interest in the Partnership.

	D.	Pursuant to that certain Agreement of Limited Partnership of ▇▇▇▇▇▇▇ Equities Operating Partnership, LP dated as of August 13, 2004 (the “August Partnership Agreement”), among ▇▇▇▇▇▇▇ Holdings Business Trust I, a Massachusetts business trust ( “Withdrawing GP”), ▇▇▇▇▇ ▇▇▇▇▇, an individual (“JB”), and ▇▇▇▇▇ ▇▇▇▇▇▇, an individual (“SJ”), the parties thereto set forth their agreements with respect to the business and affairs of the Partnership.

	E.	Pursuant to that certain First Amended and Restated Agreement of Limited Partnership of ▇▇▇▇▇▇▇ Equities Operating Partnership, LP dated as of the date hereof (together with the August Partnership Agreement, the “Existing Partnership Agreement”), among Withdrawing GP, ▇▇▇▇▇▇▇ Holdings Business Trust I, a Maryland business trust (the “General Partner”), JB and SJ, (i) Withdrawing General Partner withdrew as general partner of the Partnership and the General Partner was admitted as the general partner of the Partnership; (ii) the parties thereto authorized the creation and issuance of units of limited partnership interest (“OP Units”); (iii) the parties thereto authorized the creation of Earnout Units (as defined in such agreement); (iv) the partnership interests of JB and SJ were henceforth expressed as a number of OP Units set forth opposite their respective name on Exhibit A thereto; and (v) the parties thereto amended and restated the August Partnership Agreement in its entirety and set forth their agreements with respect to the business and affairs of the Partnership.

	F.	Pursuant to that certain Recapitalization Agreement dated as of August 13, 2004, among JB, SJ, the Partnership and ▇▇▇▇▇▇▇ Mall Properties, Inc., a Maryland corporation (“FMP”), SJ and JB agreed that, upon the effectiveness of such agreement, that their interests in the Partnership would henceforth be expressed as a number of OP Units to be determined in

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		accordance with a formula contained in such agreement, which number of OP Units is set forth opposite their respective name on Exhibit A hereto.
	G.	Pursuant to that certain Subscription Agreement dated as of August 13, 2004, among the Operating Partnership, FEA and FMP, FEA subscribed for a certain number of OP Units to allow it to redeem the interests of certain of its members and acquire the stock in certain corporations.

	H.	Pursuant to that certain ▇▇▇▇▇▇▇ Partners, LLC Redemption Agreement dated as of August 13, 2004, among ▇▇▇▇▇▇▇ Partners, LLC, an Arizona limited liability company (“FP”), FEA, the Partnership, Withdrawing General Partner and FMP, FP agreed to redeem its membership interests in FEA to FEA in exchange for a certain number of OP Units to be determined in accordance with a formula contained in such agreement, which number of OP Units is set forth opposite its name on Exhibit A hereto.

	I.	Pursuant to that certain ▇▇▇▇▇▇ Redemption Agreement dated as of August 13, 2004, among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual (“JE”), FEA, the Partnership, Withdrawing General Partner and FMP, JE agreed to redeem his membership interests in FEA to FEA in exchange for a certain number of OP Units to be determined in accordance with a formula contained in such agreement, which number of OP Units is set forth opposite his name on Exhibit A hereto.

	J.	Pursuant to that certain Irrevocable Contribution Agreement dated as of August 13, 2004, among ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, FEA, the Partnership, Withdrawing General Partner and FMP, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agreed to contribute the Contributed Stock (as defined in such agreement) to FEA in exchange for a certain number of OP Units to be determined in accordance with a formula contained in such agreement, which number of OP Units is set forth opposite his name on Exhibit A hereto.

	K.	The partners of the Partnership desire to amend the Original Partnership Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises contained herein and each party intending to be legally bound, the parties hereto agree as follows:

1.     Admission of Limited Partners. FP, JE, ▇▇▇▇▇▇▇ Holdings Business Trust II, a Maryland business trust (“Trust LP”), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are admitted as limited partners to the Partnership. Such limited partners hold the number of OP units and Earnout Units set forth opposite their name on Exhibit A attached hereto.

2.     Capital Contributions.

	(a)	The General Partner has made a contribution to the Partnership in exchange for a number of OP Units set forth on Exhibit A attached hereto.

	(b)	Trust LP has made a contribution to the Partnership in exchange for a number of OP Units set forth on Exhibit A attached hereto.

3.     Exhibit A. Exhibit A to the Existing Partnership Agreement is hereby deleted in its entirety and Exhibit A attached hereto is substituted therefor and shall set forth the occicial record ownership of the Partnership as of the date hereof.

4.     Existing Partnership Agreement. Except as set forth herein, the Existing Partnership Agreement shall remain in full force and effect.

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5.     No Oral Modification. This Amendment may not be changed orally, but only by an agreement in writing executed by the parties hereto.

6.     Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

7.     Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument.

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     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

GENERAL PARTNER:

▇▇▇▇▇▇▇ HOLDINGS BUSINESS TRUST I,
a Maryland business trust

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇                          Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Trustee
LIMITED PARTNERS:
	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇                          ▇▇▇▇▇ ▇▇▇▇▇▇		/s/ ▇▇▇▇▇ ▇▇▇▇▇                          ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ PARTNERS, LLC, an Arizona limited liability company
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇                          Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇                          ▇▇▇▇▇ ▇▇▇▇▇▇▇
	▇▇▇▇▇▇▇ HOLDINGS BUSINESS TRUST II, a Maryland business trust
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇                          Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Trustee		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇                          ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

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Exhibit A
PARTNERS AND PARTNERSHIP UNITS

As of December 21, 2004

Name and Address of Partners		OP Units		Earnout Units		PI Units		Preferred Units		Junior Units		Other Partnership Units
General Partner: ▇▇▇▇▇▇▇ Holdings Business Trust I, a Maryland business trust ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇		125,113		0		0		0		0		0
Limited Partners: ▇▇▇▇▇▇▇ Holdings Business Trust II, a Maryland business trust ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇		10,792,767		0		0		0		0		0
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇		123,227		0		0		0		0		0
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇		233,504		15		0		0		0		0
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇		233,504		15		0		0		0		0
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇		160,000		0		0		0		0		0
▇▇▇▇▇▇▇ Partners LLC, an Arizona limited liability company ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇		843,229		70		0		0		0		0
TOTALS		12,511,344		100		0		0		0		0

 

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