FIRST 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 Restated Agreement
of Limited Partnership, dated July 15, 1999 (the "Partnership Agreement"),
does hereby amend the Partnership Agreement as follows:
Capitalized terms used but not defined in this First Amendment shall
have the same meanings that are ascribed to them in the Partnership
Agreement.
1. EXHIBIT OF OBLIGATED PARTNERS. EXHIBIT B to the Partnership
Agreement is hereby deleted in its entirety and replace by EXHIBIT B hereto
which identifies each Obligated Partner of the Partnership and such
Obligated Partner's respective Restoration Amount.
2. RATIFICATION. Except as expressly modified by this First
Amendment, all of the provisions of the Partnership Agreement are affirmed
and ratified and remain in full force and effect.
Dated: July 21, 1999
JP REALTY, INC.,
as general partner
By: /s/ G. XXX XXXXXXX
----------------------
Name: G. Xxx Xxxxxxx
Title: President
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EXHIBIT B
LIST OF OBLIGATED PARTNERS
Obligated Partner Restoration Amount{1}
Boise Mall Investment Co., Ltd.{2} $10,431,500 less 21.32857% of the Guaranteed
Amount (which amount will initially equal
$3,857,332)
Cache Valley Mall Partnership, Ltd. $2,904,771 less the Guaranteed Amount (which
will initially equal $1,074,108)
Xxxxxx, Xxxx $12,971 less the Guaranteed Amount (excluding
the Allocable Share) (which amount will
initially equal $4,796)
Fairfax Holding, LLC $37,653,048 less the Guaranteed Amount and
Allocable Share (which amount will initially
equal $13,923,110)
Xxxxxxx, G. Rex $433,980 less the Guaranteed Amount (excluding
the Allocable Share) (which amount will
initially equal $160,474)
Xxxx, Xxxxxxx $196,483 less the Guaranteed Amount (which
amount will initially equal $72,654)
Xxxxx X. Xxxxxxx Xx. Children's Trust $500,000
JCP Realty, Inc. $2,499,998
King American Hospital, Ltd.{3} $146,152 less 50% of the Guaranteed Amount
(which amount will initially equal $54,043)
Price Eastbay, Ltd.{4} $200,959 less the Guaranteed Amount (which
amount will initially equal $74,309)
Xxxx, Xxxxxx X. $1,251,609 less the Guaranteed Amount (which
will initially equal $462,812)
Xxxxxxxxxx, Xxxx X. $20,005 less the Guaranteed Amount (excluding
the Allocable Share) (which amount will
initially equal $7,397)
North Plains Development Company, Ltd. $6,019,636 less the Guaranteed Amount (which
amount will initially equal $2,225,904)
Xxxxx, Xxxx $360,904 less the Guaranteed Amount (which
amount will initially equal $133,453)
Xxxxxxxx, Xxxxxx X. $357,433 less the Guaranteed Amount (excluding
the Allocable Share) (which amount will
initially equal $132,169)
Pine Ridge Development Co., Ltd. $18,497,363 less the Guaranteed Amount (which
amount will initially equal $6,839,840)
Pine Ridge Land Company, Ltd. $512,354 less the Guaranteed Amount (which
amount will initially equal $189,455)
Price Commerce, Ltd. (fka KP Associates, Ltd.) $146,152 less 50% of the Guaranteed Amount
(which amount will initially equal $54,043)
2
Price Fremont Company, Ltd. $219,959 less the Guaranteed Amount (which
amount will initially equal $81,335)
Price Glendale Company $4,201,870 less the Guaranteed Amount (which
amount will initially equal $1,553,741)
Price Rock Springs Company, Ltd. $6,403,285 less the Guaranteed Amount (which
amount will initially equal $2,367,767)
Xxxx Xxxxx $9,326
Red Cliff Mall Inv. Co., Ltd. $1,379,310 less the Guaranteed Amount (which
amount will initially equal $510,033)
1 The term "Allocable Share" means the portion of the
Guaranteed Amount of a partner that was originally
guaranteed by such partner as a partner of Boise Mall
Development Co., Ltd. and is currently being allocated to
such Obligated Partner as a partner of Boise Mall Investment
Co., Ltd.
2 With respect to Boise Mall Investment Co., Ltd., its Guaranteed Amount
shall include the amount of Price Capital Corp. $95 million
Collateralized Notes due 2001 currently directly guaranteed by its
current partners pursuant to that Limited Guarantee Agreement, dated
January 21, 1994, by and among Boise Mall Development Co., Ltd.,
Continental Bank, N.A., and certain partners of Boise Mall Development
Co., Ltd.
3 With respect to King American Hospital, Ltd., its Guaranteed Amount
shall include the amount of Price Capital Corp. $95 million
Collateralized Notes due 2001 directly guaranteed by KP Associates, Ltd.
pursuant to that Limited Guarantee Agreement, dated January 21, 1994, by
and among KP Associates, Ltd., Continental Bank, N.A., and certain
partners of KP Associates, Ltd.
4 With respect to Price Eastbay, Ltd., its respective Guaranteed Amount
shall include the amount of Price Capital Corp. $95 million
Collateralized Notes due 2001 directly guaranteed by Price Provo, Ltd.
pursuant to that Limited Guarantee Agreement, dated January 21, 1994, by
and amount Price Provo, Ltd. Continental Bank, N. A., and certain
partners of Price Provo, Ltd.
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