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EXHIBIT 10.7
FIFTH AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Fifth Amendment to Amended and Restated Agreement of Limited
Partnership (the "Amendment"), dated as of October 4, 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 and that certain Fourth Amendment thereto dated as of August 30, 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 substantially all of the assets
relating to a regional shopping center located in Tucson, Arizona and known as
Park Mall (the "Acquired Assets") for a purchase price consisting of 1,000,000
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 the amount of the Cash Portion of the Purchase Price in order to
finance the acquisition of the Acquired Assets;
WHEREAS, concurrently herewith, the General Partner is contributing to
the capital of the Partnership the Acquired Assets in exchange for the issuance
of 1,000,000 units of general partnership interest in the Partnership (the
"Units") and the cancellation of the Loan;
WHEREAS, the Initial Partnership Agreement provides that a partner may
require that the General Partner file an election under Section 754 of the
Internal Revenue Code of 1986, as amended (the "Code"), which election, if
made, would impose burdensome record-keeping requirements on the Partnership;
WHEREAS, certain partners of the Partnership previously have
transferred all or a portion of their units of partnership interest in the
Partnership; and
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, to reflect the
transfers of units of partnership
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interest referred to above, to provide that the consent of General Partner to
the making of an election under Section 754 of the Code on behalf of the
Partnership shall be required in order for such election to be effective, which
consent may be withheld in the General Partner's sole discretion, and to set
forth certain other agreements regarding the Partnership.
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.
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. Notwithstanding anything to the contrary contained in the
Partnership Agreement, the General Partner shall not be required to make an
election on behalf of the Partnership under Section 754 of the Code unless the
General Partner shall have consented thereto, which consent may be given or
withheld in the sole discretion of the General Partner.
5. The phrase "and upon no less than fifteen (15) days prior
written notice to the Limited Partners," contained in the fifth and sixth lines
of Section 8.3 of the Initial Partnership Agreement is hereby deleted.
6. Except as specifically set forth herein, the Initial Partnership
Agreement shall remain in full force and effect.
7. 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).
8. This Amendment may be executed in counterparts, each of which
shall be an original and all of which together shall constitute the same
document.
9. This Amendment shall be binding upon, and inure to the benefit
of, the parties and their respective successors and assigns.
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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:_______________________
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:_______________________
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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:_______________________
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:_______________________
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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:_______________________
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
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______________________________
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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LWLDA Limited Partnership 30,861.0000 .0670
Xxxxx X. Xxxxxxx 43,980.0000 .0955
GDC/A&B Limited Partnership 30,861.0000 .0000
Xxxxxx X. Xxxxx 29,079.0000 .0631
Xxxxxx X. Xxxxx and Xxxxx
Xxxxxx, Husband and Wife,
as Tenants by the Entirety 27,873.0000 .0605
Xxxxxxxx X. Xxxxx 12,731.0000 .0276
Xxxxxxx X.X. Xxxx 22,154.0000 .0481
The Xxxx Family 15,223.0000 .0330
Limited Partnership
Xxxxxx X. Xxxxxxxxxxx 37,321.0000 .0810
Xxxxxx Xxxxxx, Xx. 59,547.0000 .1293
HIA Limited Partnership 81,730.0000 .1774
Xxxxxxxxxxx, Xxxxxxx-Xxxxxx 48,414.0000 .1051
Associates
Xxxxxx Xxxxxxx and
Xxxx Xxxxxxx, Husband
and Wife, as Tenants-by-
the-Entirety 38,036.0000 .0826
Joint Revocable Trust of
Xxxxxx and Xxxxx Xxxxxx 12,679.0000 .0275
Irrevocable Trust of
Xxxxxx Xxxxxx dated
January 24, 1978 F/B/O
Xxxxx Xxxxxx 12,679.0000 .0275
Irrevocable Trust of
Xxxxxx Xxxxxx dated
January 24, 1978 F/B/O
Xxxxxxxx Xxxxxx 12,679.0000 .0275
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Total Units: 46,061,502.0000 100.0000%
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