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ITEM 10.8
SIXTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT
OF LIMITED PARTNERSHIP
OF
GGP LIMITED PARTNERSHIP
THIS AMENDMENT (the "Amendment") is made and entered into as of
November 20, 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, as of the close of business on the date hereof, the
certificate of incorporation of the General
Partner was amended to increase the
number of authorized shares of common stock
of the General Partner, change the
par value of such shares from $0.10 to
$0.01 per share and divide each
outstanding share of common stock into
three shares of common stock (the "Stock
Split "); and
WHEREAS, the parties hereto, being the sole general partner of
the
Partnership and the holders of a
Majority-in-Interest of the Common Units,
desire to amend the Second Restated
Partnership Agreement to set forth their
understandings regarding the Stock Split
and certain other matters.
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 shall have the definitions assigned
to such terms in the Second Restated
Partnership Agreement, as amended
hereby.
2.
AMENDED DEFINITIONS.
(a) The
definition of "Common Stock" set forth in Section
1.1 of the Second Restated Partnership Agreement is hereby deleted
in
its entirety and the following is hereby inserted in its place
and
stead:
`"Common Stock' shall mean the shares of common stock
of the General Partner."
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(b) The
definition of "Closing Price" set forth in
Section 1.1 of the Second Restated Partnership Agreement is
hereby
deleted in its entirety and the following is hereby inserted in
its
place and stead:
`"Closing Price' on any day shall mean the average of
the intra-day high and low for such day as reported in the
principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New
York Stock Exchange or, if the Common Stock is not listed or
admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal
national securities exchange on which the Common Stock is
listed or admitted to trading or, if the Common Stock is not
listed or admitted to trading on any national securities
exchange, the last quoted price, or if not so quoted, the
average of the high bid and low asked prices in the
over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations
System or, if such system is no longer in use, the principal
other automated quotations system that may then be in use or,
if the Common Stock is not quoted by any such organization,
the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Common
Stock as such person is selected from time to time by the
Board of Directors of the General Partner."
(c) The
definition of "Current Per Share Market Price"
set forth in Section 1.1 of the Second Restated Partnership
Agreement
is hereby deleted in its entirety and the following is hereby
inserted
in its place and stead:
`"Current Per Share Market Price' shall mean, as of
any date, the average of the Closing Price for the five
consecutive Trading Days ending on such date or the average of
the Closing Price for any other period of Trading Days that
the General Partner deems appropriate with respect to any
transaction or other event for which "Current Per Share Market
Price" is determined (other than a redemption pursuant to any
Rights Agreement unless otherwise provided therein); provided,
however, that the Closing Price for any Trading Day or Trading
Days that are included in any calculation of Current Per Share
Market Price shall be adjusted to take into account any stock
split, dividend, subdivision, combination and the like if
General Partner deems such adjustment to be appropriate)."
(d) The
definition of "Rights Agreements" set forth in
Section 1.1 of the Second Restated Partnership Agreement is
hereby
deleted in its entirety and the following is hereby inserted in
its
place and stead:
`"Rights Agreements' shall mean the Bucksbaum Rights
Agreement and those certain Redemption Rights Agreements
entered into before, on or after the date hereof by the
Partnership, the General Partner and certain other Persons in
connection with the issuance of Units to such other Persons,
as the same may be amended from time to time."
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3.
DIVISION OF COMMON UNITS. Notwithstanding anything to the
contrary contained in the Second Restated
Partnership Agreement, (a) effective
at the close of business on the date
hereof, each Common Unit shall be deemed to
be three Common Units, so that, as of such
time, each holder of record of Common
Units, automatically and without further
action, shall be deemed to be the
holder of two additional Common Units for
each Common Unit held immediately
prior to such time (the "Unit Split") and
(b) there shall be no adjustment of
the Conversion Factor on account of the
Stock Split; provided, however, that (x)
if the rights under any Specified Rights
Agreement are exercised as to one or
more Common Units, then, effective
immediately prior to the redemption or
purchase of such Common Units pursuant to
such Specified Rights Agreement, the
Unit Split shall be completely reversed as
to such Common Units and each such
Common Unit, automatically and without
further action, shall be deemed to be
one-third of a Common Unit and (y) if such
Common Units are transferred to the
General Partner (rather than the
Partnership) pursuant to such Specified Rights
Agreement, then, effective immediately
following such transfer, the Unit Split
shall be completely reinstated as to such
Common Units and each such Common
Unit, automatically and without further
action, shall be deemed to be three
Common Units. For purposes hereof, a
"Specified Rights Agreement" is any Rights
Agreement pursuant to which the "Conversion
Factor" (or the equivalent) referred
to therein is adjusted as the result of the
Stock Split and such adjustment is
not completely reversed as the result of
the Unit Split. The purpose of the
proviso contained in the first
