Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited Partnership

Summary

This amendment updates the partnership agreement for Price Development Company, Limited Partnership, with JP Realty, Inc. as the general partner and various limited partners. The amendment replaces the existing schedules of partners and obligated partners to reflect current ownership interests and obligations. All other terms of the original partnership agreement remain unchanged and in effect. The amendment is effective as of January 23, 2001, and is executed by the general partner on behalf of the partnership and the limited partners.

EX-10.20 2 0002.txt SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP (the "Partnership"), dated as of July 15, 1999 (the "Partnership Agreement"), by and among JP Realty, Inc., as general partner (the "General Partner"), and the Persons whose names are set forth on EXHIBIT A attached thereto and any other Persons who may have become partners in the Partnership as provided therein, as limited partners (the "Limited Partners"). Capitalized terms used but not otherwise defined in this Sixth Amendment shall have the same meanings ascribed to them in the Partnership Agreement. W I T N E S S E T H: WHEREAS, pursuant to Section 11.4.C of the Partnership Agreement, the General Partner has approved the restatement of the Schedule of Partners set forth on EXHIBIT A to the Partnership Agreement (the "Schedule of Partners") that reflects the current composition of the Partners of the Partnership; WHEREAS, pursuant to Section 14.1.D of the Partnership Agreement, the General Partner has approved the restatement of the Schedule of Obligated Partners set forth on EXHIBIT B to the Partnership Agreement (the "Schedule of Obligated Partners") that identifies each Obligated Partner of the Partnership and such Obligated Partner's respective Restoration Amount; and WHEREAS, pursuant to Section 4.2 of the Partnership Agreement, the General Partner is authorized to enter into this Sixth Amendment for purposes of amending the Partnership Agreement to include the Schedule of Partners and the Schedule of Obligated Partners attached hereto. NOW, THEREFORE, pursuant to Sections 4.2, 11.4.C and 14.1.D of the Partnership Agreement, the General Partner hereby amends the Partnership Agreement as follows: 1. SCHEDULE OF PARTNERS. The Schedule of Partners which is set forth on EXHIBIT A to the Partnership Agreement is hereby deleted in its entirety and replaced by the Schedule of Partners on EXHIBIT A attached to this Amendment. 2. SCHEDULE OF OBLIGATED PARTNERS. The Schedule of Obligated Partners which is set forth on EXHIBIT B to the Partnership Agreement is hereby deleted in its entirety and replaced by the Schedule of Obligated Partners on EXHIBIT B attached to this Amendment. 3. RATIFICATION. Except as expressly modified by this Amendment, all of the provisions of the Partnership Agreement are hereby affirmed and ratified and remain in full force and effect. NYA 329146.1 IN WITNESS WHEREOF, this Amendment has been duly executed by the General Partner on behalf of the Partnership and the admitted Limited Partner as of the day and year set forth below.

1. Represents all of the Series A Preferred Units issued by the Partnership. 2. Represents a percentage of the Series B Preferred Units issued by the Partnership. 3. Represents all of the Series C Preferred Units issued by the Partnership. NYA 329146.1 EXHIBIT B LIST OF OBLIGATED PARTNERS

NYA 329146.1