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EXHIBIT 10.8
SIXTH AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Sixth Amendment to Amended and Restated Agreement of Limited
Partnership (the "Amendment"), dated as of November 27, 1996, among the
undersigned parties.
R E C I T A L S:
WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership exists pursuant to that certain Amended and Restated Agreement of
Limited Partnership dated July 27, 1993, as amended by that certain First
Amendment thereto dated May 23, 1995, that certain Second Amendment thereto
dated July 13, 1995, that certain Third Amendment thereto dated as of May 21,
1996, that certain Fourth Amendment thereto dated as of August 30, 1996 and
that certain Fifth Amendment dated as of October 4, 1996 (the "Initial
Partnership Agreement");
WHEREAS, the general partner of the Partnership is General Growth
Properties, Inc., a Delaware corporation (the "General Partner");
WHEREAS, the General Partner acquired certain interests in regional
shopping centers located in Oklahoma and known as Sooner Mall and Quail Mall
(the "Acquired Assets") for a purchase price consisting of 895,928 shares (the
"Shares") of the common stock, par value $.10 per share, of the General Partner
and cash (the "Cash Portion of the Purchase Price");
WHEREAS, the Partnership made a loan (the "Loan") to the General
Partner in order to finance the payment of the Cash Portion of the Purchase
Price;
WHEREAS, concurrently herewith, the General Partner is contributing to
the capital of the Partnership the Acquired Assets in exchange for the issuance
of 895,928 units of general partnership interest in the Partnership (the
"Units") and the cancellation of the Loan;
WHEREAS, the parties hereto, being the General Partner and a majority
in interest of other partners of the Partnership, desire to amend the Initial
Partnership Agreement to issue to the General Partner the Units upon the terms
and subject to the conditions hereof.
NOW, THEREFORE, the parties hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the
meanings set forth in the Initial Partnership Agreement, as amended hereby.
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2. The issuance of the Units to the General Partner in partial
consideration for the contribution of the Acquired Assets to the capital of the
Partnership is hereby approved, and the Units are hereby issued to the General
Partner.
3. Exhibit A of the Initial Partnership Agreement is hereby
deleted and the Exhibit A attached to this Amendment is hereby inserted in lieu
thereof.
4. Except as specifically set forth herein, the Initial
Partnership Agreement shall remain in full force and effect.
5. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware (without regard to its conflicts of law
principles).
6. This Amendment may be executed in counterparts, each of which
shall be an original and all of which together shall constitute the same
document.
7. This Amendment shall be binding upon, and inure to the benefit
of, the parties and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first written above.
GENERAL PARTNER:
GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation
By:_______________________________
Its:___________________________
LIMITED PARTNERS:
APPLETON TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
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FALLBROOK TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST A
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST B
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST C
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST F
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST G
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
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XXXXXXX INVESTMENT TRUST A
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXXX INVESTMENT TRUST B
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXXX INVESTMENT TRUST G
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXXX INVESTMENT TRUST H
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXXX FAMILY TRUST G
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
MBA TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
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MBB TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
MBC TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
The address for each of the foregoing
Limited Partners is as follows:
0000 X. 00xx Xxxxxx
#00X Xxxxxx Xxxx
Xxxxx Xxxxx, Xxxxx Xxxxxx 00000
______________________________
Xxx Xxxxxxxxx Xxxxxxxx
000 Xxx Xxx
Xxx Xxxxxx, Xxxx 00000
______________________________
Xxxx Xxxxxxxxx
000 Xxx Xxx
Xxx Xxxxxx, Xxxx 00000
XXXXXXX XXXXXXXX REVOCABLE TRUST
By:________________________________
Xxxxxxx Xxxxxxxx, Trustee
000 Xxx Xxx
Xxx Xxxxxx, Xxxx 00000
______________________________
Xxxxxxx Xxxxxxxxx
000 Xxx Xxx
Xxx Xxxxxx, Xxxx 00000
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EXHIBIT A
Number
of Percentage
General Partner: Units Interest
--------------- ----- ----------
General Growth
Properties, Inc. 30,466,984.0000 64.8821%
Limited Partners:
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Appleton Trust 1,701,236.4524 3.6229
Fallbrook Trust 488,799.4853 1.0409
Xxxxxx Investment Trust A 1,030,585.6042 2.1947
Xxxxxx Investment Trust B 1,030,585.6042 2.1947
Xxxxxx Investment Trust C 1,030,585.6042 2.1947
Xxxxxx Investment Trust F 1,030,585.6042 2.1947
Xxxxxx Investment Trust G 2,061,171.2084 4.3895
Xxxxxxx Investment Trust A 893,169.4968 1.9021
Xxxxxxx Investment Trust B 891,984.6398 1.8996
Xxxxxxx Investment Trust G 1,783,636.8896 3.7984
Xxxxxxx Investment Trust H 1,783,636.8896 3.7894
MBA Trust 293,305.2273 .6246
MBB Trust 292,120.3700 .6221
MBC Trust 291,854.0225 .6215
Xxxxxxx Family Trust G 498,815.9255 1.0623
Xxx Xxxxxxxxx Xxxxxxxx 7,872.7911 .0168
Xxxxxxx Xxxxxxxxx 453,791.0000 .9664
Xxxx Xxxxxxxxx 7,872.7911 .0168
Xxxxxxx Xxxxxxxx
Revocable Trust 149,706.3938 .3188
Piedmont Mall Associates 1,660.0000 .0035
MP Associates, L.P. 156,136.0000 .3325
PPP Associates 51,507.0000 .1097
Xxx X. Xxxxxxxx 43,980.0000 .0937
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LWLDA Limited Partnership 30,861.0000 .0657
Xxxxx X. Xxxxxxx 43,980.0000 .0937
GDC/A&B Limited Partnership 30,861.0000 .0000
Xxxxxx X. Xxxxx 29,079.0000 .0619
Xxxxxx X. Xxxxx and Xxxxx
Xxxxxx, Husband and Wife,
as Tenants by the Entirety 27,873.0000 .0594
Xxxxxxxx X. Xxxxx 12,731.0000 .0271
Xxxxxxx X.X. Xxxx 22,154.0000 .0472
The Xxxx Family 15,223.0000 .0324
Limited Partnership
Xxxxxx X. Xxxxxxxxxxx 37,321.0000 .0795
Xxxxxx Xxxxxx, Xx. 59,547.0000 .1268
HIA Limited Partnership 81,730.0000 .1741
Xxxxxxxxxxx, Xxxxxxx-Xxxxxx 48,414.0000 .1031
Associates
Xxxxxx Xxxxxxx and
Xxxx Xxxxxxx, Husband
and Wife, as Tenants-by-
the-Entirety 38,036.0000 .0810
Joint Revocable Trust of
Xxxxxx and Xxxxx Xxxxxx 12,679.0000 .0270
Irrevocable Trust of
Xxxxxx Xxxxxx dated
January 24, 1978 F/B/O
Xxxxx Xxxxxx 12,679.0000 .0270
Irrevocable Trust of
Xxxxxx Xxxxxx dated
January 24, 1978 F/B/O
Xxxxxxxx Xxxxxx 12,679.0000 .0270
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Total Units: 46,957,430.0000 100.0000%
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