Redemption Rights Agreement
Redemption Rights Agreement, dated October 21, 1998, among (i) GGP
Limited Partnership, a Delaware limited partnership (the
"Partnership"), (ii) General Growth Properties, Inc., a Delaware
corporation (the "General Partner"), and (iii) the following
(collectively, "Contributing Partners"): (a) MSV Properties,
L.L.C., a Georgia limited liability company, (b) Xxxxxx Capital,
Inc., a Louisiana corporation, (c) CMS/Valley Forge Real Estate
Opportunity Fund, L.P., a Delaware limited partnership, (d) Xxxxx
X. Xxxxxx, Xx., (e) Sealy Retail Properties, L.L.C., a Louisiana
limited liability company, (f) Xxxxx X. Xxxxx, (g) Xxxx X. Xxxxx,
(h) Xxxx Xxxxx, (i) Xxxxx X. Xxxxx, not individually but solely as
Trustee for X. Xxxxxxx Sealy Trust for Xxxxx X. Xxxxx, (j) Xxxxx
X. Xxxxx, not individually but solely as Trustee for X. Xxxxxxx
Sealy Trust for Xxxxx Xxxxxxx Xxxxx Xxxxxx, (k) Xxxxx X. Xxxxx,
not individually but solely as Trustee for X. Xxxxxxx Sealy Trust
for Xxxx X. Xxxxx, (l) Xxxxx X. Xxxxx, not individually but solely
as Trustee for X. Xxxxxxx Sealy Trust for Xxxx Xxxx Xxxxx Xxxxxxx
and (m) Xxxxx X. Xxxxx, not individually but solely as Trustee for
X. Xxxxxxx Xxxxx Trust for Xxx Xxxxx Xxxxx.
R E C I T A L S
WHEREAS, concurrently herewith, Contributing Partners are being
admitted as limited partners of the Partnership, the general
partner of which is the General Partner;
WHEREAS, shares of common stock, $.10 par value per share, of
the General Partner (the "Common Stock") are listed on the New
York Stock Exchange; and
WHEREAS, the parties desire to set forth herein the terms and
conditions upon which Contributing Partners may cause the
Partnership to redeem its limited partnership units in the
Partnership.
NOW, THEREFORE, the parties hereby agree as follows:
Definitions. For purposes of this Agreement, the following
terms shall have the meanings set forth below:
"Acts" shall mean the Securities Act and the Exchange Act,
collectively.
"Affiliates" shall mean "affiliates" as defined pursuant to the
Securities Act and the regulations promulgated thereunder.
"Business Day" shall mean any day upon which commercial banks
are open for business in Chicago, Illinois.
"Cash Purchase Price" shall mean, with respect to any redeemed
or purchased Units, an amount of cash equal to the value of the
Share Purchase Price (computed as of the Computation Date and
equal to the Current Per Share Market Price on such Computation
Date multiplied by the number of Shares) that would be payable
with respect to such Units assuming the Share Purchase Price were
paid in full satisfaction of the Purchase Price of such Units. In
the event that the Share Purchase Price includes securities other
than Shares, then the value of such other securities shall be
determined by the General Partner acting in good faith on the
basis of the closing prices of securities if listed on a
nationally recognized exchange and otherwise on the basis of such
quotations and other information as the General Partner considers,
in its reasonable judgment, appropriate. Notwithstanding anything
to the contrary contained herein, in the event that Redemption
Rights are exercised in respect of any Immediately Redeemable
Units on or before the one hundred eightieth (180th) day after the
date hereof, the Cash Purchase Price for such Units shall be equal
to the product of (a) the number of such Units multiplied by (b)
the Share Price (subject to adjustment in the event of a
subdivision, combination or other similar event in respect of the
Units).
"Certificate of Incorporation" shall mean the Certificate of
Incorporation of the General Partner, as the same may be amended
from time to time.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, or any successor code.
"Common Stock" shall have the meaning set forth in the
recitals.
"Computation Date" shall mean the date on which the applicable
Notice is received by the Partnership or, if such date is not a
Business Day, the first Business Day thereafter.
"Conversion Factor" shall mean 100%, provided that such factor
shall be adjusted in accordance with Section 6(a).
"Contribution Agreement" shall mean that certain Contribution
Agreement dated October 21, 1998, among the Partnership and MSV
Properties, L.L.C., a Georgia limited liability company, as the
same has been and may hereafter be amended from time to time,
pursuant to which this Agreement is being executed.
"Current Per Share Market Price" shall have the meaning set
forth in the Partnership Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any successor statute.
"Exchange Act Reporting Company" shall mean any corporation or
other entity which is subject to the reporting requirements of the
Exchange Act.
"Expiration Date" shall mean the earlier of (a) August 1, 2038
and (b) the date upon which all Units have been redeemed or
purchased in accordance with the terms hereof.
"Holder" shall mean a Person (other than the General Partner)
who at the time in question holds one or more of the Units in
accordance with the Partnership Agreement, as the same may be
amended from time to time.
"Immediately Redeemable Units" shall mean the Units issued to
the parties as specified and in the quantities indicated on the
attached Exhibit B pursuant to the Contribution Agreement.
"Liens" shall have the meaning set forth in the Contribution
Agreement.
"Major Transaction Event" shall mean, with respect to the
General Partner, (a) a reclassification, capital reorganization or
other similar change regarding or affecting outstanding Shares
(other than a change addressed in Section 6(a)); (b) a merger or
consolidation of the General Partner with one or more other
corporations or entities, other than a merger pursuant to which
the General Partner is the surviving corporation and the
outstanding Shares are not affected, (c) a sale, lease or exchange
of all or substantially all of the General Partner's assets or (d)
the liquidation, dissolution or winding up of the General Partner.
"Notice" shall have the meaning set forth in Section 3.2.
"Partnership Agreement" shall mean that certain Second Amended
and Restated Agreement of Limited Partnership of the Partnership,
dated April 1, 1998, as amended by that certain First Amendment
thereto dated as of June 10, 1998 and that certain Second
Amendment thereto dated as of June 29, 1998, and as the same may
be further amended from time to time.
"Person" shall mean any natural person, corporation,
partnership, association, limited liability company, trust or
other entity.
"Purchase Price" shall mean the Cash Purchase Price or the
Share Purchase Price, or a combination thereof.
"Redemption Rights" shall have the meaning set forth in Section
2.
"REIT" shall mean real estate investment trust as such term is
defined under the Code.
"REIT Requirements" shall have the meaning set forth in the
Partnership Agreement, as the same may change from time to time.
"Registration Expenses" shall mean all expenses incident to the
General Partner's performance of or compliance with the
registration requirements set forth in this Agreement, including
without limitation (a) the fees, disbursements and expenses of the
General Partner's counsel and accountants in connection with the
registration of Shares issuable upon the exercise of the
Redemption Rights; (b) all expenses in connection with the
preparation and printing of the registration statement or
statements, any preliminary prospectus or final prospectus, any
other offering document and amendments and supplements thereto;
(c) the cost of printing or producing any blue sky or legal
investment memoranda or other documents in connection with the
offering, sale or delivery of such Shares; (d) all expenses in
connection with the qualification of such Shares under state
securities laws; (e) the fees and expenses incurred in connection
with the listing of such Shares on each securities exchange on
which securities of the same class are then listed and (f) all
SEC, stock exchange and National Association of Securities
Dealers, Inc. registration and filing fees. Notwithstanding the
foregoing, Registration Expenses shall not include (and the
General Partner will pay) any costs incurred by the Partnership or
the General Partner in preparing any document that is
incorporated by reference in a registration statement, or any
professional fee or other expenses, that would have been incurred
apart from the obligation of the General Partner hereunder to file
a Registration Statement.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any successor statute.
"Share Price" shall have the meaning set forth in the
Contribution Agreement.
"Share Purchase Price" shall mean, with respect to the exercise
of any Redemption Rights and subject to the provisions of Section
6(c), a number of Shares equal to the product of (a) the number of
Units being redeemed or purchased multiplied by (b) the Conversion
Factor; provided, however, that, in the event the General Partner,
after the date of this Agreement, issues to all holders of Shares
rights, options, warrants or convertible or exchangeable
securities entitling the stockholders to subscribe for or purchase
Shares (other than rights referred to in Section 6(b)) or any
other securities or property, then the Share Purchase Price also
shall include such rights, options, warrants or convertible or
exchangeable securities that a holder of that number of Shares
would have been entitled to receive.
"Shares" shall mean shares of the Common Stock.
"Units" shall mean the common units of limited partnership in
the Partnership issued to Contributing Partners pursuant to the
Contribution Agreement.
Grant of Redemption Rights.
(a) Upon the terms and subject to the conditions contained
herein, the Partnership does hereby grant to each Contributing
Partner, and such Contributing Partner does hereby accept, the
right, but without obligation on the part of such Contributing
Partner, to require the Partnership to redeem from time to time
part or all of the Units of such Contributing Partner for the Cash
Purchase Price ("Redemption Rights").
(b) Notwithstanding the provisions of Section 2(a), the General
Partner may, in its sole and absolute discretion, assume the
obligation of the Partnership with respect to and satisfy any
Contributing Partner's exercise of a Redemption Right by paying to
such Contributing Partner, at the General Partner's election
(which may be exercised in the General Partner's sole discretion),
either the Cash Purchase Price or the Share Purchase Price (or a
combination thereof) with respect to the Units for which such
Contributing Partner exercised its Redemption Rights. If the
General Partner assumes such obligations with respect to the
exercise by any Contributing Partner of a Redemption Right as to
certain Units and makes the required payment, then the Partnership
shall have no obligation to pay any amount to such Contributing
Partner with respect to the exercise of a Redemption Right for
such Units, and any Units purchased shall be owned by the General
Partner for all purposes. Notwithstanding anything to the
contrary contained herein, the General Partner shall not have the
right to deliver the Share Purchase Price in connection with the
exercise of Redemption Rights in respect of any Immediately
Redeemable Units.
(c) If the General Partner shall assume the obligations of the
Partnership with respect to the exercise by a Contributing Partner
of a Redemption Right, the Partnership, such Contributing Partner
and the General Partner each shall treat the transaction between
the General Partner and such Contributing Partner as a sale of
such Contributing Partner's Units (or a portion thereof) to the
General Partner for federal income tax purposes.
(d) Upon the redemption or purchase of part or all of any
Contributing Partner's Units and the payment of the Purchase Price
with respect thereto, such Person shall be deemed withdrawn as a
Partner in the Partnership to the extent of the Units redeemed or
purchased and shall have no further rights or obligations under
this Agreement with respect to such redeemed or purchased Units;
provided, however, that such Contributing Partner's rights under
this Agreement with regard to any other Units will continue in
full force and effect.
(e) No fractional Shares shall be issued hereunder. In lieu of
fractional Shares, the General Partner shall pay cash based on the
Current Per Share Market Price on the relevant Computation Date.
Exercise of Redemption Rights.
Time for Exercise of Redemption Rights. Each Contributing
Partner may exercise its Redemption Rights in whole or in part and
at any time and from time to time on or after the first
anniversary of the date hereof (but each Contributing Partner
holding Immediately Redeemable Units may exercise its Redemption
Rights as to such Units at any time and from time to time on or
after the date hereof) but prior to the Expiration Date; provided,
however, that the Redemption Rights may not be exercised at any
one time by a Contributing Partner with respect to less than 1,000
Units (or all the Units then owned by such Contributing Partner if
such Contributing Partner owns less than 1,000 Units) or in the
event that such exercise of Redemption Rights (or the assignment
of Units or delivery of either the Cash Purchase Price or the
Share Purchase Price with respect thereto) violates the terms of
the Partnership Agreement or applicable law. Once given, a Notice
shall be irrevocable subject to the payment of the Purchase Price
for the Units specified therein in accordance with the terms
hereof.
Method of Exercise. The Redemption Rights shall be
exercised by written notice (the "Notice") to the Partnership in
the form of Exhibit A specifying the number of Units to be
redeemed and the name or names (with address) in which any Shares
issuable upon such exercise shall be registered if different than
the exercising Contributing Partner.
Closing. The closing of the redemption or purchase and sale
of Units pursuant to an exercise of the Redemption Rights shall
occur within 30 days following the giving of the Notice. Each
Contributing Partner shall execute such documents as the General
Partner may reasonably require in connection with the closing of
such redemption or purchase and sale.
Payment of Cash or Issuance of Shares. At the closing of
the redemption or purchase and sale of Units pursuant to an
exercise of Redemption Rights by any Contributing Partner and
subject to the last sentence of Section 2(b), the Partnership
shall deliver to such Contributing Partner the Cash Purchase Price
by check or, in the event that the General Partner has assumed the
obligations of the Partnership with respect to such exercise of
Redemption Rights, the General Partner shall deliver to such
Contributing Partner, at the election of the General Partner
(which may be exercised in the General Partner's sole discretion),
either (a) the Cash Purchase Price by check or (b) certificates
representing the Shares and any other securities constituting the
Share Purchase Price, together with cash in lieu of the issuance
of any fraction of a Share as provided in Section 2(e), or a
combination thereof.
Matters Relating to Shares.
Registration.
The General Partner shall (i) prepare, file and use
reasonable efforts to cause to become effective on or before the
ninetieth day following the first anniversary of the date hereof a
shelf registration statement, which may be on Form S-3, under the
Securities Act relating to the Shares to be issued upon exercise
of the Redemption Rights (assuming full satisfaction of such
Redemption Rights by delivery of Shares to the extent permitted
hereunder) and (ii) prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions
of the Securities Act.
The General Partner shall pay all Registration Expenses
incurred prior to the sixth anniversary of the date hereof with
respect to filing and keeping effective the registration statement
through such date, and the Holders of Units (other than
Immediately Redeemable Units) shall reimburse the General Partner
for Registration Expenses (or a pro rata portion of the
Registration Expenses based on the number of Shares issuable to
such Holders upon full exercise of the Redemption Rights by such
Holders relative to the total number of Shares issuable pursuant
to such registration statement) which are incurred after the sixth
anniversary of the date hereof in respect of maintaining effective
(but not the initial filing and causing to become effective of)
such registration statement; provided, however, that no Holder
shall be required to reimburse any costs (i) of preparing any
documents filed with the SEC that are incorporated by reference in
the Registration Statement or (ii) that become necessary because
the General Partner is unable to use Form S-3 (or any equivalent
short form that relies on incorporation by reference) for the
reason that the General Partner has failed to comply on a timely
basis with any requirement of the Acts or Form S-3. The
reimbursement of such expenses by the Holders shall be paid upon
demand.
Notwithstanding anything to the contrary contained herein,
the General Partner shall have no obligation to keep any
registration statement filed pursuant to this Section 4.1
effective after the Expiration Date or if the status of the
General Partner (or its successor) as an Exchange Act Reporting
Company is terminated or all of the Holders of Units (other than
the Immediately Redeemable Units) notify the General Partner in
writing that the General Partner no longer need keep such
registration statement effective.
Reservation of Shares. At all times while the Redemption
Rights are outstanding, the General Partner shall reserve for
issuance such number of Shares as may be necessary to enable the
General Partner to issue Shares to the extent permitted hereunder
in full satisfaction of the Redemption Rights which are from time
to time outstanding (assuming no limitations as to the ownership
of such Shares under the Certificate of Incorporation which relate
to compliance with the REIT Requirements and that the General
Partner elected to pay the Share Purchase Price with respect to
all such Redemption Rights to the extent permitted hereunder).
Fully Paid and Non-Assessable. All Shares which may be
issued upon exercise of the Redemption Rights shall be duly and
validly issued and fully paid and non-assessable.
Transfer and Other Taxes. In the event that any state or
local property transfer or other tax is payable as the result of
or in connection with any exercise of the Redemption Rights by any
Contributing Partner, such Contributing Partner shall pay such
tax, and no Shares shall be issued or other consideration paid
pursuant hereto until such Contributing Partner has paid to the
General Partner or the Partnership, as the case may be, the amount
of such tax or has provided evidence, in form reasonably
satisfactory to the General Partner or the Partnership, as the
case may be, as to the payment thereof.
Anti-Dilution and Adjustment Provisions.
The Conversion Factor shall be adjusted in the event that
the General Partner (i) declares or pays a dividend on its
outstanding Shares in Shares or makes a distribution to all
holders of its outstanding Shares in Shares, (ii) subdivides its
outstanding Shares, or (iii) combines its outstanding Shares into
a smaller number of Shares (unless a similar dividend,
distribution, subdivision or combination occurs with respect to
the Units). In such event, the Conversion Factor shall be
adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which shall be the number of Shares issued and
outstanding on the record date for such dividend, distribution,
subdivision or combination (assuming for such purposes that such
dividend, distribution, subdivision or combination has occurred as
of such time) and the denominator of which shall be the actual
number of Shares (determined without the above assumption) issued
and outstanding on the record date for such dividend,
distribution, subdivision or combination. Any adjustment to the
Conversion Factor shall become effective immediately after the
effective date of such event retroactive to the record date, if
any, for such event.
If at any time the General Partner grants to the holders of
its Common Stock any right to subscribe pro rata for additional
securities of the General Partner, whether Common Stock or other
classifications, or for any other securities or interests that any
Contributing Partner (other than a Holder of Immediately
Redeemable Units) would have been entitled to subscribe for if,
immediately prior to such grant, such Contributing Partner had
exercised its Redemption Rights and received the Share Purchase
Price in payment thereof, in lieu of any adjustment under any
other subsection of this Section 6 or other provision of this
Agreement, then the General Partner also shall grant to such
Contributing Partner the same subscription rights that such
Contributing Partner would be entitled to if such Contributing
Partner had exercised its Redemption Rights in full and received
the Share Purchase Price in satisfaction thereof prior to such
grant.
Upon the occurrence of a Major Transaction Event where at
least one-half of the value (as determined in good faith by the
General Partner) of the consideration received by the holders of
Common Stock in connection with such Major Transaction Event is in
the form of securities in a successor entity, the General Partner
shall cause effective provision to be made so that, upon exercise
of the Redemption Rights by a Contributing Partner (other than a
Holder of Immediately Redeemable Units) and payment of the
Purchase Price at any time following such Major Transaction Event
by means of the Share Purchase Price, such Holder shall have the
right to acquire, in lieu of the Shares which otherwise would have
been issued to such Holder, the kind and amount of shares of stock
and other securities and property (and the provisions contained in
Section 4.1 shall apply anew to the extent that such securities
are of a class of securities of the General Partner or its
successor that are registered under the Exchange Act) and
interests as would be issued or payable with respect to or in
exchange for the number of Shares constituting the Share Purchase
Price as if such Redemption Rights had been exercised and the
General Partner had satisfied the Redemption Rights by delivery of
the Share Purchase Price immediately before such Major Transaction
Event.
In the event of any other Major Transaction Event, each
Holder shall be entitled to exercise its Redemption Rights in full
prior to the consummation of such Major Transaction Event, and,
with respect to any Shares acquired upon exercise thereof, shall
be entitled to all of the rights of the other holders of Shares
with respect to any distribution by the General Partner (or the
other party to such Major Transaction Event) in connection with
such Major Transaction Event. If not exercised within forty-five
days after written notice from the General Partner of such Major
Transaction Event or such shorter period between the date of such
notice and the effective date of such Major Transaction Event, the
Redemption Rights shall terminate at the expiration of such
period, but the Redemption Rights shall be revived if such Major
Transaction Event is not consummated.
The Partnership shall give written notice of any Major
Transaction Event promptly after such Major Transaction is
announced to the public.
The provisions of this Section 6 shall apply to successive
events that may occur from time to time but only shall apply to a
particular event if it occurs prior to the exercise in full of the
Redemption Rights or the liquidation of the Partnership. Nothing
contained herein shall prevent or otherwise limit the liquidation
of the Partnership pursuant to the Partnership Agreement, as
amended from time to time.
Whenever the Conversion Factor is adjusted as herein
provided, the General Partner shall compute the adjusted
Conversion Factor in accordance with this Section 6 and shall
prepare a certificate signed by the chief financial officer of the
General Partner setting forth the adjusted Conversion Factor and
showing in reasonable detail the facts upon which such adjustment
is based, and such certificate shall forthwith be filed at the
offices of the General Partner.
Miscellaneous Provisions.
Notices. All notices or other communications given pursuant
to this Agreement, including without limitation any Notice, shall
be sent to the party to whom or to which such notice is being
sent, by certified or registered mail, return receipt requested,
commercial overnight delivery service, facsimile or delivered by
hand with receipt acknowledged in writing and otherwise as set
forth in this Section 7.1. All notices (a) shall be deemed given
when received or, if mailed as described above, after 5 Business
Days or, if sent by facsimile, upon receipt of confirmed
answerback and (b) may be given either by a party or by such
party's attorneys. For purposes of this Section 7.1, the
addresses of the parties shall be, in the case of the Partnership
and the General Partner, 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
00000, facsimile number (000) 000-0000, Attention: Xxxxxxx
Xxxxxxxxx and Xxxxxxx Xxxxxxxx (with a copy to Xxxx, Gerber &
Xxxxxxxxx, Xxx Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx
00000, Attn.: Xxxxxxxx X. Xxxxxxxxx), and, in the case of each
Contributing Partner, as set forth on the records of the
Partnership. The address of any party may be changed by a notice
in writing given in accordance with the provisions hereof.
Assignment. The rights of any Contributing Partner
hereunder (including the Redemption Rights) shall automatically
devolve upon any Person to the extent that such Person holds
Units, and becomes a substituted partner with respect to such
Units, in accordance with the Partnership Agreement, as amended
from time to time, and delivers to the Partnership a written
instrument, in form reasonably satisfactory to the Partnership,
pursuant to which such Person agrees to be bound by the terms
hereof (but the rights of any Contributing Partner hereunder are
not otherwise assignable). Subject to the provisions of Section
6, the General Partner may assign this Agreement without the
consent of Contributing Partner, provided that no such assignment
shall relieve the General Partner of its obligations under this
Agreement.
Binding Effect. Except as otherwise set forth herein, this
Agreement shall be binding upon, and inure to the benefit of, the
parties and their successors and permitted assigns.
Governing Law. This Agreement shall be governed by the laws
of the State of Delaware (without regard to its conflicts of law
principles).
Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which
shall constitute one document.
Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter
hereof and supersedes any prior written or oral understandings
and/or agreements among them with respect thereto.
Pronouns; Headings; Etc. As used herein, all pronouns shall
include the masculine, feminine and neuter, and all terms shall
include the singular and plural thereof wherever the context and
facts require such construction. The headings herein are inserted
for convenience of reference only and are to be ignored in any
construction of the provisions hereof. Any references in this
Agreement to a "Section" or "Exhibit" shall refer to a Section or
Exhibit of this Agreement unless otherwise specified.
Survival. The representations, warranties and covenants
contained herein or made pursuant hereto shall survive the
execution and delivery of this Agreement and the closing of any
redemption or purchase and sale pursuant to an exercise of
Redemption Rights hereunder.
Further Assurances. Each of the parties shall hereafter
execute and deliver such other instruments and documents and do
such further acts and things as may be required or useful to carry
out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the date first above written.
CONTRIBUTING PARTNERS:
MSV PROPERTIES, L.L.C.,
a Georgia limited liability company
By:______________________________
Its: _______________________
XXXXXX CAPITAL, INC.,
a Louisiana corporation
By:______________________________
Its: _______________________
CMS/VALLEY FORGE REAL ESTATE OPPORTUNITY
FUND, L.P., a Delaware limited
partnership
By:______________________________
Its: _______________________
_________________________________
XXXXX X. XXXXXX, XX.
SEALY RETAIL PROPERTIES, L.L.C.,
a Louisiana limited liability company
________________________________
Xxxx X. Xxxxx, member
________________________________
XXXXX X. XXXXX
________________________________
XXXX X. XXXXX
________________________________
XXXX XXXXX
________________________________
XXXXX X. XXXXX, not individually but solely as Trustee for
(i) X. Xxxxxxx Sealy Trust for Xxxxx X. Xxxxx,
(ii) X. Xxxxxxx Sealy Trust for Xxxxx Xxxxxxx Xxxxx Xxxxxx,
(iii) X. Xxxxxxx Sealy Trust for Xxxx X. Xxxxx,
(iv) X. Xxxxxxx Sealy Trust for Xxxx Xxxx Xxxxx Xxxxxxx, and
(v) X. Xxxxxxx Sealy Trust for Xxx Xxxxx Xxxxx.
PARTNERSHIP:
GGP LIMITED PARTNERSHIP,
a Delaware limited partnership
By: General Growth Properties, Inc.
a Delaware corporation
By:______________________________
Its: _______________________
GENERAL PARTNER:
General Growth Properties, Inc.
a Delaware corporation
By:______________________________
Its: _______________________
C:\80821\11813\0096\0041
Notice of Redemption
The undersigned hereby irrevocably (i) exercises its Redemption
Rights as to ___________ common units of limited partnership
interest (the "Units") in GGP Limited Partnership (the
"Partnership") in accordance with the terms of that certain
Redemption Rights Agreement, dated _______________, 1998 (the
"Agreement"), among the Partnership, General Growth Properties,
Inc. (the "General Partner"), and the other parties thereto, (ii)
transfers and surrenders such Units and all right, title and
interest of the undersigned therein to the party, which shall be
either the Partnership or the General Partner, that shall purchase
or redeem such Units pursuant to the Agreement, and (iii) directs
that the Cash Purchase Price or Share Purchase Price payable upon
exercise of the Redemption Right be delivered to the address
specified below and, if the Share Purchase Price is to be
delivered, the Shares shall be registered or placed in the name(s)
and at the address(es) specified below.
The undersigned hereby represents, warrants, certifies and
agrees (i) that the undersigned has good and marketable title to
the Units, free and clear of all Liens, (ii) that the undersigned
has the full right, power and authority to transfer and surrender
the Units as provided herein and such transfer and surrender has
been authorized by all necessary action, and (iii) that the
undersigned has obtained the consent or approval of all persons or
entities, if any, having the right to consent to or approve such
transfer and surrender.
Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.
Dated: _______________________
SEALY RETAIL PROPERTIES, L.L.C.,
a Louisiana limited
liability company
_____________________________
Xxxx X. Xxxxx
_____________________________
(Xxxxxx Xxxxxxx)
_____________________________
City (State (Zip Code)
Signature Guaranteed by
______________________________
If Shares are to be issued, issue to:
Please insert social security or identifying number:
