Exhibit
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.”


 

















 


(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.”


 


2

















 


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 sentence of this paragraph is to ensure that there are not duplicative adjustments on account of the Stock Split, and this Section 3 shall be interpreted and applied consistently therewith. 
 
4.             NOTICE REQUIREMENTS. Notwithstanding anything to the contrary contained in the Second Restated Partnership Agreement, no provision of the Second Restated Partnership Agreement requiring notice of any event prior to the occurrence thereof shall apply to the Stock Split, any of the matters contained herein or stock splits, subdivisions, dividends, combinations or any other similar event occurring after the date hereof.
 
5.             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.
 
6.             AMENDMENT TO SECTION 13.12 Section 13.12 of the Second Restated Partnership Agreement is hereby deleted in its entirety and the following is hereby inserted in its place and stead:
 
“13.12 ISSUANCE OF CERTIFICATES. The General Partner may, in its sole discretion, issue a certificate setting forth the name of any Partner and the number of Units owned by such Partner and, in such event, the General Partner shall establish such rules and regulations relating to issuances and reissuances of certificates upon transfer of Units, the division of Units among multiple certificates and the loss, theft, destruction or mutilation of certificates as the General Partner reasonably deems appropriate. Notwithstanding anything to the contrary contained herein or in any certificate, (a) no certificate issued by the Partnership shall constitute a certificated security under Article 8 of the Uniform Commercial Code or an instrument, (b) the issuance or existence of certificates shall not create any rights on the part of the holders of such certificates or other Persons that would not exist if such certificates had not been issued, (c) the Partnership shall have no liability


 


3

















 


to holders of certificates or other Persons that it would not have had if it had not issued such certificates, and (d) only those Persons shown on the Partnership’s book and records as the registered owner of any particular Unit shall have any rights as a Limited Partner or otherwise with respect thereto.”
 
7.             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]


 


4

















 


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/
  Bernard Freibaum

  	
   

  
	 
	Bernard Freibaum, Executive Vice President
	 




 
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

  	
   

  



 

















 


EXHIBIT A
TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
GGP LIMITED PARTNERSHIP
 
PARTNERS
 
See attached.
 

















 


EXHIBIT A
 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NUMBER
  OF

  	
   

  	
  NUMBER
  OF

  	
   

  	
  NUMBER
  OF

  	
   

  
	
   

  	
   

  	
  NUMBER
  OF

  	
   

  	
  PERCENTAGE

  	
   

  	
  SERIES A

  	
   

  	
  SERIES B

  	
   

  	
  SERIES C

  	
   

  
	
   

  	
   

  	
  COMMON
  UNITS

  	
   

  	
  INTEREST

  	
   

  	
  PREFERRED
  UNITS

  	
   

  	
  PREFERRED
  UNITS

  	
   

  	
  PREFERRED
  UNITS

  	
   

  
	
  General
  Partner:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General
  Growth Properties, Inc.

  	
   

  	
  216,208,419.5826

  	
   

  	
  79.3788

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited
  Partners:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M.B.
  Capital Partners III

  	
   

  	
  46,690,280.8905

  	
   

  	
  17.1419

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Stanley
  Richards Revocable Trust

  	
   

  	
  449,119.1814

  	
   

  	
  0.1649

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Joe
  W. Lowrance

  	
   

  	
  172,860.0000

  	
   

  	
  0.0635

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  LWLDA
  Limited Partnership

  	
   

  	
  135,669.0000

  	
   

  	
  0.0498

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Brent
  M. Milgrom

  	
   

  	
  172,860.0000

  	
   

  	
  0.0635

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  GDC/A&B
  Limited Partnership

  	
   

  	
  135,669.0000

  	
   

  	
  0.0498

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Edward
  S. Brown

  	
   

  	
  75,000.0000

  	
   

  	
  0.0275

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Lawrence
  A. Brown

  	
   

  	
  52,941.0000

  	
   

  	
  0.0194

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Merrill
  H.J. Roth

  	
   

  	
  87,072.0000

  	
   

  	
  0.0320

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  The
  Roth Family Limited Partnership

  	
   

  	
  66,924.0000

  	
   

  	
  0.0246

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Joseph
  Straus, Jr.

  	
   

  	
  234,051.0000

  	
   

  	
  0.0859

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Warren
  Weiner and Penny Weiner, Husband and Wife, as Tenants-by-the Entirety

  	
   

  	
  47,566.5000

  	
   

  	
  0.0175

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Joint
  Revocable Trust of Marvin Rounick and Judy Rounick

  	
   

  	
  47,566.5000

  	
   

  	
  0.0175

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Marvin
  Rounick and Judy Rounick, Husband and Wife, as Tenants-by-the Entirety

  	
   

  	
  167,010.0000

  	
   

  	
  0.0613

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Joint
  Revocable Trust of Warren and Penny Weiner

  	
   

  	
  55,671.0000

  	
   

  	
  0.0204

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Irrevocable
  Trust of Warren Weiner dated January 24, 1978 F/B/O Robyn Weiner

  	
   

  	
  55,671.0000

  	
   

  	
  0.0204

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Irrevocable
  Trust of Warren Weiner dated January 24, 1978 F/B/O Kimberly Weiner

  	
   

  	
  55,671.0000

  	
   

  	
  0.0204

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Sidney
  Forbes

  	
   

  	
  1,789,587.0000

  	
   

  	
  0.6570

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  The
  Frankel Group

  	
   

  	
  346,797.0000

  	
   

  	
  0.1273

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Avern
  Cohn

  	
   

  	
  173,397.0000

  	
   

  	
  0.0637

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Rita
  Haddow

  	
   

  	
  173,397.0000

  	
   

  	
  0.0637

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  G.
  Thomas York

  	
   

  	
  17,781.0000

  	
   

  	
  0.0065

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Michael
  Hartz

  	
   

  	
  44,454.0000

  	
   

  	
  0.0163

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Wilson
  M. Carter

  	
   

  	
  31,818.7500

  	
   

  	
  0.0117

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  James
  W. Beale

  	
   

  	
  53,031.0000

  	
   

  	
  0.0195

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Daniel
  B. Rather

  	
   

  	
  108,606.0000

  	
   

  	
  0.0399

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  James
  B. Carson, Jr.

  	
   

  	
  104,046.0000

  	
   

  	
  0.0382

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  William
  A. Mitchell, Jr.

  	
   

  	
  10,605.0000

  	
   

  	
  0.0039

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  MP,
  Ltd.

  	
   

  	
  163,440.0000

  	
   

  	
  0.0600

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Peter
  D. Leibowits

  	
   

  	
  1,556,499.0000

  	
   

  	
  0.5715

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  James
  Carpenter

  	
   

  	
  65,838.0000

  	
   

  	
  0.0242

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  John
  Hachen

  	
   

  	
  8,190.0000

  	
   

  	
  0.0030

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Robert
  Klausner

  	
   

  	
  32,748.0000

  	
   

  	
  0.0120

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Donald
  B. May

  	
   

  	
  16,572.0000

  	
   

  	
  0.0061

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 


1

















 


EXHIBIT A
 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NUMBER OF

  	
   

  	
  NUMBER OF

  	
   

  	
  NUMBER OF

  	
   

  
	
   

  	
   

  	
  NUMBER OF

  	
   

  	
  PERCENTAGE

  	
   

  	
  SERIES A

  	
   

  	
  SERIES B

  	
   

  	
  SERIES C

  	
   

  
	
   

  	
   

  	
  COMMON UNITS

  	
   

  	
  INTEREST

  	
   

  	
  PREFERRED UNITS

  	
   

  	
  PREFERRED UNITS

  	
   

  	
  PREFERRED UNITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonnie
  Primack

  	
   

  	
  162,063.0000

  	
   

  	
  0.0595

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Samuel
  Primack

  	
   

  	
  97,278.0000

  	
   

  	
  0.0357

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Sheldon
  Silverman

  	
   

  	
  73,980.0000

  	
   

  	
  0.0272

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Lindsay
  Faith May Trust, Ian D. Gardenswartz Tustee

  	
   

  	
  48,639.0000

  	
   

  	
  0.0179

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Cyd
  Primack

  	
   

  	
  162,063.0000

  	
   

  	
  0.0595

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Donald
  Kay

  	
   

  	
  8,286.0000

  	
   

  	
  0.0030

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Benjamin
  May Trust, Ian D. Gardenswartz Trustee

  	
   

  	
  48,639.0000

  	
   

  	
  0.0179

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Jordan
  Perlmutter

  	
   

  	
  197,286.0000

  	
   

  	
  0.0724

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Essie
  Perlmutter

  	
   

  	
  98,643.0000

  	
   

  	
  0.0362

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Carol
  R. Berka

  	
   

  	
  7,500.0000

  	
   

  	
  0.0028

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Robert
  W. Specht, Jr.

  	
   

  	
  11,025.0000

  	
   

  	
  0.0040

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Kathryn
  M. Burke (Palmer) Trust

  	
   

  	
  12,036.0000

  	
   

  	
  0.0044

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Gregory
  Specht

  	
   

  	
  13,500.0000

  	
   

  	
  0.0050

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  The
  Grandchildren’s Trust, William S. Silverman Trustee

  	
   

  	
  65,754.0000

  	
   

  	
  0.0241

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  O’Connor
  Realty Investors II, L.P.

  	
   

  	
  34,224.0000

  	
   

  	
  0.0126

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  J.W.
  O’Connor & Co., Incorporated

  	
   

  	
  47,661.0000

  	
   

  	
  0.0175

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  O’Connor
  Associates L.P.

  	
   

  	
  1,134,822.0000

  	
   

  	
  0.4166

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Estate
  of Edward J. DeBartolo

  	
   

  	
  84,381.0000

  	
   

  	
  0.0310

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Glenn
  J. Rufrano

  	
   

  	
  66,138.0000

  	
   

  	
  0.0243

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

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

  	
   

  	
  78,174.0000

  	
   

  	
  0.0287

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

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

  	
   

  	
  22,557.0000

  	
   

  	
  0.0083

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Harry
  J. Butler, Jr.

  	
   

  	
  235,206.0000

  	
   

  	
  0.0864

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Scott
  P. Sealy

  	
   

  	
  32,181.0000

  	
   

  	
  0.0118

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Mark
  P. Sealy

  	
   

  	
  17,466.0000

  	
   

  	
  0.0064

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Gwen
  B. Sealy

  	
   

  	
  4,599.0000

  	
   

  	
  0.0017

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Scott P. Sealy, Trustee
  for the J. Pollard

  Sealy Trust for Scott P. Sealy

  	
   

  	
  921.0000

  	
   

  	
  0.0003

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scott
  P. Sealy, Trustee for the J. Pollard 

  Sealy Trust for Laura Celeste Sealy Curtis

  	
   

  	
  924.0000

  	
   

  	
  0.0003

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Scott
  P. Sealy, Trustee for the J. Pollard

  Sealy Trust for Mark P. Sealy

  	
   

  	
  921.0000

  	
   

  	
  0.0003

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Scott
  P. Sealy, Trustee for the J. Pollard

  Sealy Trust for Lisa Wood Sealy Hollier

  	
   

  	
  924.0000

  	
   

  	
  0.0003

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Scott
  P. Sealy, Trustee for the J. Pollard

  Sealy Trust for Sue Sealy Geren

  	
   

  	
  924.0000

  	
   

  	
  0.0003

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  Cache
  Valley Mall Partnership, Ltd.

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  165,224.4840

  	
   

  	
  0.0000

  	
   

  
	
  Burke
  Cloward

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  18,510.1200

  	
   

  	
  0.0000

  	
   

  
	
  Alan
  Cordano

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  399.3300

  	
   

  	
  0.0000

  	
   

  
	
  James
  Cordano

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  799.1820

  	
   

  	
  0.0000

  	
   

  
	
  Gregory
  Curtis

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  1,370.2500

  	
   

  	
  0.0000

  	
   

  
	
  Fairfax
  Holding, LLC

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  926,920.0980

  	
   

  	
  0.0000

  	
   

  
	
  G.
  Rex Frazier

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  16,576.6320

  	
   

  	
  0.0000

  	
   

  
	
  Michael
  Frei

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  8,044.5420

  	
   

  	
  0.0000

  	
   

  
	
  Hall
  Investment Company

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  13,016.0700

  	
   

  	
  0.0000

  	
   

  
	
  Kenneth
  Hansen

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  2,663.2440

  	
   

  	
  0.0000

  	
   

  



 


2

















 


EXHIBIT A
 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NUMBER
  OF

  	
   

  	
  NUMBER
  OF

  	
   

  	
  NUMBER
  OF

  	
   

  
	
   

  	
   

  	
  NUMBER
  OF

  	
   

  	
  PERCENTAGE

  	
   

  	
  SERIES A

  	
   

  	
  SERIES B

  	
   

  	
  SERIES C

  	
   

  
	
   

  	
   

  	
  COMMON
  UNITS

  	
   

  	
  INTEREST

  	
   

  	
  PREFERRED
  UNITS

  	
   

  	
  PREFERRED
  UNITS

  	
   

  	
  PREFERRED
  UNITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  King
  American Hospital, Ltd.

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  26,485.7580

  	
   

  	
  0.0000

  	
   

  
	
  Florence
  King

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  8,465.7960

  	
   

  	
  0.0000

  	
   

  
	
  Warren
  P. King

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  3,392.4780

  	
   

  	
  0.0000

  	
   

  
	
  Paul
  K. Mendenhall

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  3,751.6140

  	
   

  	
  0.0000

  	
   

  
	
  Tom
  Mulkey

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  1,717.9020

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  North
  Plains Development Company, Ltd.

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  9,935.2260

  	
   

  	
  0.0000

  	
   

  
	
  North
  Plains Land Company, Ltd.

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  917.6760

  	
   

  	
  0.0000

  	
   

  
	
  Carl
  E. Olson

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  2,174.6520

  	
   

  	
  0.0000

  	
   

  
	
  Martin
  G. Peterson

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  10,428.5160

  	
   

  	
  0.0000

  	
   

  
	
  Pine
  Ridge Land Company, Ltd.

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  2,701.8720

  	
   

  	
  0.0000

  	
   

  
	
  Price
  Fremont Company, Ltd.

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  82,364.8140

  	
   

  	
  0.0000

  	
   

  
	
  Deirda
  Price

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  226.0260

  	
   

  	
  0.0000

  	
   

  
	
  John
  Price

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  766.2960

  	
   

  	
  0.0000

  	
   

  
	
  Steven
  Price

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  1,446.9840

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Red
  Cliffs Mall Investment Company, Ltd.

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  76,910.9580

  	
   

  	
  0.0000

  	
   

  
	
  Taycor,
  Ltd.

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  17,226.0000

  	
   

  	
  0.0000

  	
   

  
	
  Jennifer
  Wallin

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  226.0260

  	
   

  	
  0.0000

  	
   

  
	
  Keith
  Whatcott

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  18,510.1200

  	
   

  	
  0.0000

  	
   

  
	
  Lena
  Wilcher as Trustee of the Lena Wilcher Revocable Trust

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  5,220.0000

  	
   

  	
  0.0000

  	
   

  
	
  JSG,
  LLC

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  822,626.0284

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Units:

  	
   

  	
  272,375,543.4045

  	
   

  	
  100.0000

  	
   

  	
  0.0000

  	
   

  	
  1,426,392.6660

  	
   

  	
  822,626.0284

  	
   

  



 


3