AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP

Limited Partnership Agreement

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GENERAL GROWTH PROPERTIES, INC | M.B. CAPITAL PARTNERS III | GENERAL TRUST COMPANY | EVERITT ENTERPRISES, INC

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Title: AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
Date: 3/12/2004
Industry: Real Estate Operations Sector: Services

AMENDMENT

TO

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

GGP LIMITED PARTNERSHIP
, Parties: general growth properties inc , m.b. capital partners iii , general trust company , everitt enterprises inc

<PAGE>

ITEM 10.9

AMENDMENT

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

GGP LIMITED PARTNERSHIP

THIS AMENDMENT (the "Amendment") is made and entered into on December

11, 2003, by and among the undersigned parties.

W I T N E S S E T H:

WHEREAS, a Delaware limited partnership known as GGP Limited

Partnership (the "Partnership") exists pursuant to that certain Second Amended

and Restated Agreement of Limited Partnership of GGP Limited Partnership dated

as of April 1, 1998, as amended (the "Second Restated Partnership Agreement"),

and the Delaware Revised Uniform Limited Partnership Act;

WHEREAS, General Growth Properties, Inc., a Delaware corporation, is

the general partner of the Partnership (the "General Partner");

WHEREAS, upon the closing of the transactions contemplated pursuant to

that certain Contribution and Sale Agreement dated as of November 26, 2003,

among the Partnership, Everitt Enterprises, Inc., a Colorado corporation (the

"New Limited Partner"), Westcor Limited Partnership, an Arizona limited

partnership, Foothills Mall, LLP, a Colorado limited liability partnership and

the other parties thereto (the "Purchase Agreement"), the New Limited Partner is

to receive Series D Preferred Units (as defined below);

WHEREAS, the parties hereto, being the sole general partner of the

Partnership, the holders of a Majority-in-Interest of the Common Units and the

New Limited Partner, desire to amend the Second Restated Partnership Agreement

to effect the creation and issuance of the Series D Preferred Units and to

reflect certain other understandings among them as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements

herein contained and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto do hereby agree

as follows:

1. CAPITALIZED TERMS. Capitalized terms used but not defined

herein (including without limitation in attached Schedule A) shall have the

definitions assigned to such terms in the Second Restated Partnership Agreement,

as amended hereby.

2. ESTABLISHMENT AND ISSUANCE OF SERIES D PREFERRED UNITS. A new

series of Preferred Units designated as the "6.5% Series D Cumulative

Convertible Preferred Units" (the "Series D Preferred Units") is hereby

established and shall have such rights, preferences, limitations and

qualifications as are described on Schedule A, attached hereto and by this

reference made a part hereof (in addition to the rights, preferences,

limitations and qualifications contained in the Second Restated Partnership

Agreement to the extent applicable). Pursuant to

<PAGE>

the Purchase Agreement, the Partnership hereby issues to the New Limited Partner

the number of Series D Preferred Units set forth opposite its name on Exhibit A,

attached hereto and by this reference made a part hereof. The Capital

Contribution made by the New Limited Partner shall be deemed to be $50 per

Series D Preferred Unit. The New Limited Partner is hereby admitted as a Limited

Partner in respect of the Series D Preferred Units issued to it, and the New

Limited Partner hereby agrees to be bound by the provisions of the Second

Restated Partnership Agreement, as the same is amended hereby and as the same

may be amended from time to time, with respect to such Series D Preferred Units

(including without limitation the provisions of Sections 8.2, 8.4, 9.1, 9.2 and

9.3 thereof).

3. NEW EXHIBIT A. Exhibit A to the Second Restated Partnership

Agreement, identifying the Partners, the number and class or series of Units

owned by them and their respective Percentage Interests, if any, is hereby

deleted in its entirety and the Exhibit A in the form attached hereto is hereby

inserted in its place and stead.

4. ALLOCATIONS. Exhibit C of the Second Restated Partnership

Agreement, describing the allocations of the Net Income, Net Loss and/or other

Partnership items, is hereby deleted in its entirety and the Exhibit C in the

form attached hereto is hereby inserted in its place and stead.

5. OTHER PROVISIONS UNAFFECTED. Except as expressly amended

hereby, the Second Restated Partnership Agreement shall remain in full force and

effect in accordance with its terms.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-2-

<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Amendment on the

day and year first above written.

GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.,

a Delaware corporation

By: /s/ Joel Bayer

--------------------------------------------

Joel Bayer, Senior Vice President and

Chief Investment Officer

LIMITED PARTNERS:

M.B. CAPITAL PARTNERS III, a South

Dakota general partnership

By: GENERAL TRUST COMPANY, not

individually but solely as Trustee

of Martin Investment Trust G, a partner

By: /s/ Marshall E. Eisenberg

--------------------------------------

Marshall E. Eisenberg, President

<PAGE>

NEW LIMITED PARTNER:

EVERITT ENTERPRISES, INC., a Colorado

corporation

By: /s/ Alan C. Line

-----------------------------

Name: Alan C. Line

Title: Treasurer

<PAGE>

EXHIBIT A

PARTNERS

SEE ATTACHED

A-1

<PAGE>

EXHIBIT A

<TABLE>

NUMBER OF

NUMBER OF PERCENTAGE SERIES A

COMMON UNITS INTEREST PREFERRED UNITS

------------ -------- ---------------

General Partner:

General Growth Properties, Inc. 216,658,419.5826 79.5440 0.0000

Limited Partners:

M.B. Capital Partners III 46,690,280.8905 17.1419 0.0000

Stanley Richards Revocable Trust 449,119.1814 0.1649 0.0000

Joe W. Lowrance 172,860.0000 0.0635 0.0000

LWLDA Limited Partnership 135,669.0000 0.0498 0.0000

Brent M. Milgrom 172,860.0000 0.0635 0.0000

GDC/A&B Limited Partnership 135,669.0000 0.0498 0.0000

Edward S. Brown 75,000.0000 0.0275 0.0000

Lawrence A. Brown 52,941.0000 0.0194 0.0000

Merrill H.J. Roth 87,072.0000 0.0320 0.0000

The Roth Family Limited Partnership 66,924.0000 0.0246 0.0000

Joseph Straus, Jr. 234,051.0000 0.0859 0.0000

Warren Weiner and Penny Weiner,

Husband and Wife, as Tenants-by-the

Entirety 47,566.5000 0.0175 0.0000

Joint Revocable Trust of Marvin Rounick

and Judy Rounick 47,566.5000 0.0175 0.0000

Marvin Rounick and Judy Rounick,

Husband and Wife, as Tenants-by-the

Entirety 167,010.0000 0.0613 0.0000

Joint Revocable Trust of Warren and

Penny Weiner 55,671.0000 0.0204 0.0000

Irrevocable Trust of Warren Weiner dated

January 24, 1978 F/B/O Robyn Weiner 55,671.0000 0.0204 0.0000

Irrevocable Trust of Warren Weiner dated

January 24, 1978 F/B/O Kimberly Weiner 55,671.0000 0.0204 0.0000

Sidney Forbes 1,789,587.0000 0.6570 0.0000

The Frankel Group 346,797.0000 0.1273 0.0000

Avern Cohn 173,397.0000 0.0637 0.0000

Rita Haddow 173,397.0000 0.0637 0.0000

G. Thomas York 17,781.0000 0.0065 0.0000

Michael Hartz 44,454.0000 0.0163 0.0000

Wilson M. Carter 31,818.7500 0.0117 0.0000

James W. Beale 53,031.0000 0.0195 0.0000

Daniel B. Rather 108,606.0000 0.0399 0.0000

James B. Carson, Jr. 104,046.0000 0.0382 0.0000

William A. Mitchell, Jr. 10,605.0000 0.0039 0.0000

MP, Ltd. 163,440.0000 0.0600 0.0000

Peter D. Leibowits 1,556,499.0000 0.5715 0.0000

James Carpenter 65,838.0000 0.0242 0.0000

John Hachen 8,190.0000 0.0030 0.0000

Robert Klausner 32,748.0000 0.0120 0.0000

NUMBER OF NUMBER OF NUMBER OF

SERIES B SERIES C SERIES D

PREFERRED UNITS PREFERRED UNITS PREFERRED UNITS

--------------- --------------- ---------------

General Partner:

General Growth Properties, Inc. 0.0000 0.0000 0.0000

Limited Partners:

M.B. Capital Partners III 0.0000 0.0000 0.0000

Stanley Richards Revocable Trust 0.0000 0.0000 0.0000

Joe W. Lowrance 0.0000 0.0000 0.0000

LWLDA Limited Partnership 0.0000 0.0000 0.0000

Brent M. Milgrom 0.0000 0.0000 0.0000

GDC/A&B Limited Partnership 0.0000 0.0000 0.0000

Edward S. Brown 0.0000 0.0000 0.0000

Lawrence A. Brown 0.0000 0.0000 0.0000

Merrill H.J. Roth 0.0000 0.0000 0.0000

The Roth Family Limited Partnership 0.0000 0.0000 0.0000

Joseph Straus, Jr. 0.0000 0.0000 0.0000

Warren Weiner and Penny Weiner,

Husband and Wife, as Tenants-by-the

Entirety 0.0000 0.0000 0.0000

Joint Revocable Trust of Marvin Rounick

and Judy Rounick 0.0000 0.0000 0.0000

Marvin Rounick and Judy Rounick,

Husband and Wife, as Tenants-by-the

Entirety 0.0000 0.0000 0.0000

Joint Revocable Trust of Warren and

Penny Weiner 0.0000 0.0000 0.0000

Irrevocable Trust of Warren Weiner dated

January 24, 1978 F/B/O Robyn Weiner 0.0000 0.0000 0.0000

Irrevocable Trust of Warren Weiner dated

January 24, 1978 F/B/O Kimberly Weiner 0.0000 0.0000 0.0000

Sidney Forbes 0.0000 0.0000 0.0000

The Frankel Group 0.0000 0.0000 0.0000

Avern Cohn 0.0000 0.0000 0.0000

Rita Haddow 0.0000 0.0000 0.0000

G. Thomas York 0.0000 0.0000 0.0000

Michael Hartz 0.0000 0.0000 0.0000

Wilson M. Carter 0.0000 0.0000 0.0000

James W. Beale 0.0000 0.0000 0.0000

Daniel B. Rather 0.0000 0.0000 0.0000

James B. Carson, Jr. 0.0000 0.0000 0.0000

William A. Mitchell, Jr. 0.0000 0.0000 0.0000

MP, Ltd. 0.0000 0.0000 0.0000

Peter D. Leibowits 0.0000 0.0000 0.0000

James Carpenter 0.0000 0.0000 0.0000

John Hachen 0.0000 0.0000 0.0000

Robert Klausner 0.0000 0.0000 0.0000

</TABLE>

Page 1

<PAGE>

EXHIBIT A

<TABLE>

NUMBER OF

NUMBER OF PERCENTAGE SERIES A

COMMON UNITS INTEREST PREFERRED UNITS

------------ -------- ---------------

Donald B. May 16,572.0000 0.0061 0.0000

Bonnie Primack 162,063.0000 0.0595 0.0000

Samuel Primack 97,278.0000 0.0357 0.0000

Sheldon Silverman 73,980.0000 0.0272 0.0000

Lindsay Faith May Trust, Ian D.

Gardenswartz Tustee 48,639.0000 0.0179 0.0000

Cyd Primack 162,063.0000 0.0595 0.0000

Donald Kay 8,286.0000 0.0030 0.0000

Benjamin May Trust, Ian D.

Gardenswartz Trustee 48,639.0000 0.0179 0.0000

Jordan Perlmutter 197,286.0000 0.0724 0.0000

Essie Perlmutter 98,643.0000 0.0362 0.0000

Carol R. Berka 7,500.0000 0.0028 0.0000

Robert W. Specht, Jr. 11,025.0000 0.0040 0.0000

Kathryn M. Burke (Palmer) Trust 12,036.0000 0.0044 0.0000

Gregory Specht 13,500.0000 0.0050 0.0000

The Grandchildren's Trust, William S.

Silverman Trustee 65,754.0000 0.0241 0.0000

O'Connor Realty Investors II, L.P. 34,224.0000 0.0126 0.0000

O'Connor Associates L.P. 732,483.0000 0.2689 0.0000

Estate of Edward J. DeBartolo 84,381.0000 0.0310

Glenn J. Rufrano 66,138.0000 0.0243 0.0000

B.C.O.P. Associates L.P. 78,174.0000 0.0287 0.0000

CMS/Valley Forge Real Estate Opportunity Fund, L.P. 22,557.0000 0.0083 0.0000

Harry J. Butler, Jr. 235,206.0000 0.0864 0.0000

Scott P. Sealy 32,181.0000 0.0118 0.0000

Mark P. Sealy 17,466.0000 0.0064 0.0000

Gwen B. Sealy 4,599.0000 0.0017 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Scott P. Sealy 921.0000 0.0003 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Laura Celeste Sealy Curtis 924.0000 0.0003 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Mark P. Sealy 921.0000 0.0003 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Lisa Wood Sealy Hollier 924.0000 0.0003 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Sue Sealy Geren 924.0000 0.0003 0.0000

Cache Valley Mall Partnership, Ltd. 0.0000 0.0000 0.0000

Burke Cloward 0.0000 0.0000 0.0000

Alan Cordano 0.0000 0.0000 0.0000

James Cordano 0.0000 0.0000 0.0000

Gregory Curtis 0.0000 0.0000 0.0000

Fairfax Holding, LLC 0.0000 0.0000 0.0000

G. Rex Frazier 0.0000 0.0000 0.0000

Michael Frei 0.0000 0.0000 0.0000

NUMBER OF NUMBER OF NUMBER OF

SERIES B SERIES C SERIES D

PREFERRED UNITS PREFERRED UNITS PREFERRED UNITS

--------------- --------------- ---------------

Donald B. May 0.0000 0.0000 0.0000

Bonnie Primack 0.0000 0.0000 0.0000

Samuel Primack 0.0000 0.0000 0.0000

Sheldon Silverman 0.0000 0.0000 0.0000

Lindsay Faith May Trust, Ian D.

Gardenswartz Tustee 0.0000 0.0000 0.0000

Cyd Primack 0.0000 0.0000 0.0000

Donald Kay 0.0000 0.0000 0.0000

Benjamin May Trust, Ian D.

Gardenswartz Trustee 0.0000 0.0000 0.0000

Jordan Perlmutter 0.0000 0.0000 0.0000

Essie Perlmutter 0.0000 0.0000 0.0000

Carol R. Berka 0.0000 0.0000 0.0000

Robert W. Specht, Jr. 0.0000 0.0000 0.0000

Kathryn M. Burke (Palmer) Trust 0.0000 0.0000 0.0000

Gregory Specht 0.0000 0.0000 0.0000

The Grandchildren's Trust, William S.

Silverman Trustee 0.0000 0.0000 0.0000

O'Connor Realty Investors II, L.P. 0.0000 0.0000 0.0000

O'Connor Associates L.P. 0.0000 0.0000 0.0000

Estate of Edward J. DeBartolo

Glenn J. Rufrano 0.0000 0.0000 0.0000

B.C.O.P. Associates L.P. 0.0000 0.0000 0.0000

CMS/Valley Forge Real Estate Opportunity Fund, L.P. 0.0000 0.0000 0.0000

Harry J. Butler, Jr. 0.0000 0.0000 0.0000

Scott P. Sealy 0.0000 0.0000 0.0000

Mark P. Sealy 0.0000 0.0000 0.0000

Gwen B. Sealy 0.0000 0.0000 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Scott P. Sealy 0.0000 0.0000 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Laura Celeste Sealy Curtis 0.0000 0.0000 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Mark P. Sealy 0.0000 0.0000 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Lisa Wood Sealy Hollier 0.0000 0.0000 0.0000

Scott P. Sealy, Trustee for the J. Pollard

Sealy Trust for Sue Sealy Geren 0.0000 0.0000 0.0000

Cache Valley Mall Partnership, Ltd. 165,224.4840 0.0000 0.0000

Burke Cloward 18,510.1200 0.0000 0.0000

Alan Cordano 399.3300 0.0000 0.0000

James Cordano 799.1820 0.0000 0.0000

Gregory Curtis 1,370.2500 0.0000 0.0000

Fairfax Holding, LLC 926,920.0980 0.0000 0.0000

G. Rex Frazier 16,576.6320 0.0000 0.0000

Michael Frei 8,044.5420 0.0000 0.0000

</TABLE>

Page 2

<PAGE>

EXHIBIT A

<TABLE>

NUMBER OF

NUMBER OF PERCENTAGE SERIES A

COMMON UNITS INTEREST PREFERRED UNITS

------------ -------- ---------------

Hall Investment Company 0.0000 0.0000 0.0000

Kenneth Hansen 0.0000 0.0000 0.0000

King American Hospital, Ltd. 0.0000 0.0000 0.0000

Florence King 0.0000 0.0000 0.0000

Warren P. King 0.0000 0.0000 0.0000

Paul K. Mendenhall 0.0000 0.0000 0.0000

Tom Mulkey 0.0000 0.0000 0.0000

North Plains Development Company, Ltd. 0.0000 0.0000 0.0000

North Plains Land Company, Ltd. 0.0000 0.0000 0.0000

Carl E. Olson 0.0000 0.0000 0.0000

Martin G. Peterson 0.0000 0.0000 0.0000

Pine Ridge Land Company, Ltd. 0.0000 0.0000 0.0000

Price Fremont Company, Ltd. 0.0000 0.0000 0.0000

Deirda Price 0.0000 0.0000 0.0000

John Price 0.0000 0.0000 0.0000

Steven Price 0.0000 0.0000 0.0000

Red Cliffs Mall Investment Company, Ltd. 0.0000 0.0000 0.0000

Taycor, Ltd. 0.0000 0.0000 0.0000

Jennifer Wallin 0.0000 0.0000 0.0000

Keith Whatcott 0.0000 0.0000 0.0000

Lena Wilcher as Trustee of the Lena

Wilcher Revocable Trust 0.0000 0.0000 0.0000

JSG, LLC 0.0000 0.0000 0.0000

Everitt Enterprises, Inc. 0.0000 0.0000 0.0000

Total Units: 272,375,543.4045 100.0000 0.0000

NUMBER OF NUMBER OF NUMBER OF

SERIES B SERIES C SERIES D

PREFERRED UNITS PREFERRED UNITS PREFERRED UNITS

--------------- --------------- ---------------

Hall Investment Company 13,016.0700 0.0000 0.0000

Kenneth Hansen 2,663.2440 0.0000 0.0000

King American Hospital, Ltd. 26,485.7580 0.0000 0.0000

Florence King 8,465.7960 0.0000 0.0000

Warren P. King 3,392.4780 0.0000 0.0000

Paul K. Mendenhall 3,751.6140 0.0000 0.0000

Tom Mulkey 1,717.9020 0.0000 0.0000

North Plains Development Company, Ltd. 9,935.2260 0.0000 0.0000

North Plains Land Company, Ltd. 917.6760 0.0000 0.0000

Carl E. Olson 2,174.6520 0.0000 0.0000

Martin G. Peterson 10,428.5160 0.0000 0.0000

Pine Ridge Land Company, Ltd. 2,701.8720 0.0000 0.0000

Price Fremont Company, Ltd. 82,364.8140 0.0000 0.0000

Deirda Price 226.0260 0.0000 0.0000

John Price 766.2960 0.0000 0.0000

Steven Price 1,446.9840 0.0000 0.0000

Red Cliffs Mall Investment Company, Ltd. 76,910.9580 0.0000 0.0000

Taycor, Ltd. 17,226.0000 0.0000 0.0000

Jennifer Wallin 226.0260 0.0000 0.0000

Keith Whatcott 18,510.1200 0.0000 0.0000

Lena Wilcher as Trustee of the Lena

Wilcher Revocable Trust 5,220.0000 0.0000 0.0000

JSG, LLC 0.0000 822,626.0284 0.0000

Everitt Enterprises, Inc. 0.0000 0.0000 532,749.6574

Total Units: 1,426,392.6660 822,626.0284 532,749.6574

</TABLE>

Page 3

<PAGE>

EXHIBIT C

ALLOCATIONS

1. Allocation of Net Income and Net Loss.

(a) Net Income. Except as otherwise provided herein, Net Income

for any fiscal year or other applicable period shall be allocated in the

following order and priority:

(1) First, to the General Partner to the extent the

cumulative Net Loss allocated to the General Partner pursuant to

subparagraph (b)(5) below exceeds the cumulative Net Income allocated

to the General Partner pursuant to this subparagraph (a)(1);

(2) Second, to each Partner in proportion to and to the

extent of the amount by which the cumulative Net Loss allocated to such

Partner pursuant to subparagraph (b)(4) exceeds the cumulative Net

Income allocated to such Partner pursuant to this subparagraph (a)(2);

(3) Third, to the General Partner until the cumulative

Net Income allocated to the General Partner pursuant to this

subparagraph (a)(3) equals the cumulative Net Loss allocated to the

General Partner pursuant to subparagraph (b)(3);

(4) Fourth, to each holder of Preferred Units other than

the Series D Preferred Units to the extent of and in proportion to the

excess of (I) the cumulative amount of distributions made in respect of

such Preferred Units, reduced by in the case of the Series B Preferred

Units the cumulative Common Unit Reallocated Amounts, and increased by

in the case of the Series B Preferred Units the cumulative Series B

Preferred Unit Reallocated Amounts, pursuant to the provisos below,

over (II) the cumulative amount of Net Income allocated to each holder

of Preferred Units pursuant to this subparagraph (a)(4) and

subparagraph (a)(5) for such period and all prior periods reduced by

the cumulative amount of Net Loss allocated to such holder of Preferred

Units pursuant to subparagraph (b)(2) below for all prior periods;

provided, however, that in the event the cumulative Net Income

allocable to the holders of the Common Units pursuant to this

subparagraph (a)(4) and subparagraph (a)(5) below for such period and

all prior periods (before application of this proviso for such period)

exceeds the cumulative distributions made to the holders of Common

Units with respect to such Units for such period and all prior periods,

the Series B Preferred Unit Reallocated Amount shall be reallocated pro

rata to the holders of Series B Preferred Units; and

(5) Thereafter, to the holders of Common Units pro rata

in accordance with their Percentage Interests; provided, however, that

in the event the cumulative distributions made to the holders of Common

Units with respect to such Units for such period and all prior periods

exceed the cumulative Net Income allocable to the holders of the Common

Units pursuant to subparagraph (a)(4) and this subparagraph (a)(5) for

such period and all prior periods (before application of this proviso

for such period), the Common Unit Reallocated Amount shall be

reallocated pro rata to the holders of Common Units.

C-1

<PAGE>

The term "Common Unit Reallocated Amount" shall mean an amount equal to

the difference between (I) the amount of Net Income allocable to the

Series B Preferred Units pursuant to subparagraph (a)(4) with respect

to such fiscal year or other period, and (II) the product obtained by

multiplying (A) a fraction, the numerator of which is the number of the

Common Units into which the Series B Preferred Units are convertible

and the denominator of which is the sum of the number of Common Units

into which the Series B Preferred Units are convertible plus the number

of Common Units and (B) the sum of (i) the Net Income allocable to the

Series B Preferred Units pursuant to subparagraph (a)(4) with respect

to such fiscal year or other period and (ii) the Net Income allocable

to the Common Units pursuant to subparagraph (a)(5) with respect to

such fiscal year or other period. The Common Unit Reallocated Amount

shall be calculated based on the amounts of Net Income allocable under

subparagraphs (a)(4) and (a)(5) prior to the application of the

provisos contained in such subparagraphs with respect to such fiscal

year or other period.

The term "Series B Preferred Unit Reallocated Amount" shall mean the

difference between (I) the amount of Net Income allocable to the Common

Units pursuant to subparagraph (a)(5) with respect to such fiscal year

or other period, and (II) the product obtained by multiplying (A) a

fraction, the numerator of which is the number of Common Units and the

denominator of which is the sum of the number of Common Units into

which the Series B Preferred Units are convertible plus the number of

Common Units and (B) the sum of (i) Net Income allocable to the Series

B Preferred Units pursuant to subparagraph (a)(4) with respect to such

fiscal year or other period and (ii) the Net Income allocable to the

Common Units pursuant to this subparagraph (a)(5) with respect to such

fiscal year or other period; provided, however, that to the extent the

allocation of the Series B Preferred Unit Reallocated Amount to the

holders of Series B Preferred Units would cause such holders on a

cumulative basis to have been allocated Net Income in excess of

distributions, the Series B Preferred Unit Reallocated Amount shall be

reduced by such excess. The Series B Preferred Unit Reallocated Amount

shall be calculated based on the amounts of Net Income allocable

pursuant to subparagraphs (a)(4) and (a)(5) prior to the application of

the provisos contained in such subparagraphs with respect to such

fiscal year or other period.

It is the intention of the parties that the application of

subparagraphs (a)(4) and (a)(5) above will result in corresponding

return of capital distributions (per Unit) to the Series B Preferred

Units (on an as-converted basis) and Common Units on a cumulative basis

and shall be applied and interpreted consistently therewith.

In allocating Net Income for each fiscal year or period, for

all purposes of this Section 1(a) (including for purposes of

determining the "Percentage Interests" of the holders of both the

Common Units and the Series D Preferred Units), the holders of the

Series D Preferred Units shall be treated as though they held that

number of Common Units into which their Series D Preferred Units were

convertible, as determined from time to time during such fiscal year or

period.

(b) Net Loss. Except as otherwise provided herein, Net Loss of the

Partnership for each fiscal year or other applicable period shall be allocated

as follows:

C-2

<PAGE>

(1) First, to the holders of Common Units, in proportion

to their respective Percentage Interests provided that the Net Loss

allocated to a holder of Common Units pursuant to this Section (b)(1)

shall not exceed the maximum amount of Net Loss that can be allocated

without causing a holder of Common Units to have an Adjusted Capital

Account Deficit (excluding for this purpose any increase to such

Adjusted Capital Account Deficit for a holder's actual obligation to

fund a deficit Capital Account balance, including the obligation of an

Obligated Partner to fund a deficit Capital Account Balance pursuant to

Section 7.8 hereof and also excluding for this purpose the balance of

such holder's Capital Account attributable to such holder's Preferred

Units, if any);

(2) Second, to the holders of Preferred Units in

proportion to each such holder's Capital Account balance in such

Preferred Units, provided that the Net Loss allocated to a holder of

Preferred Units pursuant to this Section (b)(2) shall not exceed the

maximum amount of Net Loss that can be allocated without causing any

holder of Preferred Units to have an Adjusted Capital Account Deficit

(excluding for this purpose any increase to such Adjusted Capital

Account Deficit for a holder's actual obligation to fund a deficit

Capital Account balance, including the obligation of an Obligated

Partner to fund a deficit Capital Account Balance pursuant to Section

7.8 hereof);

(3) Third, to the General Partner, until the General

Partner's Adjusted Capital Account Deficit (excluding for this purpose

any increase to such Adjusted Capital Account Deficit for the

obligation of the General Partner to actually fund a deficit Capital

Account balance, including any deemed obligation pursuant to Regulation

Section 1.704-(1)(b)(2)(ii)(c)) equals the excess of (i) the amount of

Recourse Liabilities over (ii) the Aggregate Protected Amount;

(4) Fourth, to the Obligated Partners, in proportion to

their respective Protected Amounts, until such time as the Obligated

Partners have been allocated an aggregate amount of Net Loss pursuant

to this subparagraph (b)(4) equal to the Aggregate Protected Amount;

and

(5) Thereafter, to the General Partner.

2. Special Allocations.

Notwithstanding any provisions of paragraph 1 of this Exhibit C, the

following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback (Nonrecourse Liabilities). If there is

a net decrease in Partnership Minimum Gain for any Partnership fiscal year

(except as a result of conversion or refinancing of Partnership indebtedness,

certain capital contributions or revaluation of the Partnership property as

further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each

Partner shall be specially allocated items of Partnership income and gain for

such year (and, if necessary, subsequent years) in an amount equal to that

Partner's share of the net decrease in Partnership Minimum Gain. The items to be

so allocated shall be determined in accordance with Regulation Section

1.704-2(f). This paragraph (a) is intended to comply with the minimum gain

chargeback requirement in said section of the Regulations and shall be

interpreted consistently

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therewith. Allocations pursuant to this paragraph (a) shall be made in

proportion to the respective amounts required to be allocated to each Partner

pursuant hereto.

(b) Minimum Gain Attributable to Partner Nonrecourse Debt. If

there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt

during any fiscal year (other than due to the conversion, refinancing or other

change in the debt instrument causing it to become partially or wholly

nonrecourse, certain capital contributions, or certain revaluations of

Partnership property as further outlined in Regulation Section 1.704-2(i)(4)),

each Partner shall be specially allocated items of Partnership income and gain

for such year (and, if necessary, subsequent years) in an amount equal to that

Partner's share of the net decrease in the Minimum Gain Attributable to Partner

Nonrecourse Debt. The items to be so allocated shall be determined in accordance

with Regulation Section 1.704-2(i)(4) and (j)(2). This paragraph (b) is intended

to comply with the minimum gain chargeback requirement with respect to Partner

Nonrecourse Debt contained in said section of the Regulations and shall be

interpreted consistently therewith. Allocations pursuant to this paragraph (b)

shall be made in proportion to the respective amounts required to be allocated

to each Partner pursuant hereto.

unexpectedly receives any adjustments, allocations or distributions described in

Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited

Partner has an Adjusted Capital Account Deficit, items of Partnership income and

gain shall be specially allocated to such Partner in an amount and manner

sufficient to eliminate the Adjusted Capital Account Deficit as quickly as

possible. This paragraph (c) is intended to constitute a "qualified income

offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted

consistently therewith.

(d) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions

for any fiscal year or other applicable period shall be specially allocated to

the Partner that bears the economic risk of loss for the debt (i.e., the Partner

Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are

attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(1)).

(e) Allocations With Respect to Preferred Unit Redemptions. After

giving effect to the special allocations set forth above, Net Income of the

Partnership shall be allocated to the holders of Preferred Units, at the time of

redemption of such Preferred Units (other than in the case of a redemption

occurring pursuant to a final liquidation of the Partnership), in an amount

equal to the portion of any redemption distribution that exceeds the Liquidation

Preference Amount (other than any accrued but unpaid distribution thereon) per

Preferred Unit established for such Preferred Unit in the applicable Preferred

Unit designation. The character of the items of Net Income allocated to the

holders of Preferred Units pursuant to this subparagraph (e) shall

proportionately reflect the relative amounts of the items of Partnership income

and gain as determined for federal income tax purposes under Section 703(a) of

the Code.

(f) Tax Treatment of Conversion of Preferred Units. Upon

conversion of a Preferred Unit(s) into Common Unit(s), the Company will

specially allocate to the converting Partner any Net Income or Net Loss

attributable to an adjustment of Gross Asset Values under subparagraph (b) of

the definition of "Gross Asset Value" until the portion of such Partner's

Capital Account attributable to each Common Unit received upon conversion equals

the Capital

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Account attributable to a Common Unit at the time of conversion. To the extent

that such allocation is insufficient to bring the portion of the Capital Account

attributable to each Common Unit received upon conversion by the converting

Partner to the Capital Account attributable to a Common Unit at the time of

conversion, a portion of the Capital Account of the non-converting Partners will

be shifted, pro rata in accordance with their relative Capital Account balances,

to the converted Partner and such transaction shall be treated by the

Partnership and the Converting Partner as a transaction defined in Section 721

of the Code.

(g) Curative Allocations. The Regulatory Allocations shall be

taken into account in allocating other items of income, gain, loss, and

deduction among the Partners so that, to the extent possible, the cumulative net

amount of allocations of Partnership items under paragraphs 1 and 2 of this

Exhibit C shall be equal to the net amount that would have been allocated to

each Partner if the Regulatory Allocations had not occurred. This subparagraph

(g) is intended to minimize to the extent possible and to the extent necessary

any economic distortions which may result from application of the Regulatory

Allocations and shall be interpreted in a manner consistent therewith. For

purposes hereof, "Regulatory Allocations" shall mean the allocations provided

under subparagraphs 2(a) through (d).

3. Tax Allocations.

(a) Generally. Subject to paragraphs (b) and (c) hereof, items of

income, gain, loss, deduction and credit to be allocated for income tax purposes

(collectively, "Tax Items") shall be allocated among the Partners on the same

basis as their respective book items.

(b) Sections 1245/1250 Recapture. If any portion of gain from the

sale of property is treated as gain which is ordinary income by virtue of the

application of Code Sections 1245 or 1250 ("Af

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