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Exhibit 4
EXHIBIT D
REDEMPTION RIGHTS AGREEMENT
Redemption Rights Agreement, dated December 6, 1996, among GGP Limited
Partnership, a Delaware limited partnership (the "Partnership"), General Growth
Properties, Inc., a Delaware corporation (the "General Partner"), and the
parties whose names are set forth under the caption "Contributing Partners" on
the signature pages hereof (collectively, "Contributing Partners").
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 the Contributing Partners may cause the Partnership to redeem their
limited partnership units in the Partnership.
NOW, THEREFORE, the parties hereby agree as follows:
1. 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, with respect to any Contributing Partner, the
"Affiliates" of such Contributing Partner as defined in the Contribution
Agreement between the Partnership and such Contributing Partner.
"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
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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.
"Certificate of Incorporation" shall mean the Certificate of Incorporation
of the General Partner, as the same may be amended from time to time.
"Closing Price" shall have the meaning set forth in the Partnership
Agreement.
"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 Agreements" shall mean the Contribution Agreements each
dated the date hereof, and each between the Partnership and one of Contributing
Partners, as the same have 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.
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"Expiration Date" shall mean the earlier of (a) Xxxxx 00, 0000 (x) the
date upon which all Units have been redeemed or purchased in accordance with
the terms hereof.
"Forbes/Xxxxx Units" shall mean any and all Units that are owned directly
or indirectly through one or more partnerships by Xxxxxx Xxxxxx and/or Xxxxxxx
Xxxxx on the date hereof.
"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.
"Other REIT" shall mean CenterMark Properties, Inc., GGP/Homart, Inc. and
any other REIT in which the General Partner holds a direct or indirect equity
interest and of which Contributing Partners are notified in writing.
"Partnership Agreement" shall mean that certain Amended and Restated
Agreement of Limited Partnership of the Partnership, dated July 27, 1993, as
amended by that certain First Amendment thereto dated May 23, 1995, that
certain Second Amendment dated June 13, 1995, that certain Third Amendment
thereto dated May 21, 1996 and that certain Fourth Amendment thereto dated
August 30, 1996, that certain Fifth Amendment dated as of October 4, 1996, that
certain Sixth Amendment dated as of November 27, 1996 and as the same may be
further amended through the date of this Agreement.
"Person" shall mean any natural person, corporation, partnership, limited
liability company, trust or other entity.
"Pledge Agreement" shall mean that certain Pledge Agreement of even date
herewith, between the Partnership and Contributing Partners.
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"Purchase Price" shall mean the Cash Purchase Price or the Share Purchase
Price, or a combination thereof.
"Purchase Right" shall have the meaning set forth in Section 7.1.
"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,
printing and filing 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; and (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.
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.
"Retailer Interest" shall have the meaning set forth in Section 7.5.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
successor statute.
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"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 limited partnership units in the Partnership issued
to Contributing Partners pursuant to the Contribution Agreement.
"Unitholder" shall mean the Person who at the time in question holds one
or more Units in accordance with the Partnership Agreement, as the same may be
amended from time to time.
2. Grant of Redemption Rights.
(a) Upon the terms and subject to the conditions contained herein, the
Partnership does hereby grant to Contributing Partners, and Contributing
Partners do hereby accept, the right, but without obligation on the part of
Contributing Partners, to require the Partnership to redeem from time to time
part or all of their Units 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 a 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 a Contributing Partner of a
Redemption Right as to certain Units and makes the
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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.
(c) If the General Partner shall assume the obligations of the Partnership
with respect to and satisfy a Redemption Right, the Partnership, the
Contributing Partner and the General Partner each shall treat the transaction
between the General Partner and Contributing Partner as a sale of 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 a 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 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.
3. Exercise of Redemption Rights.
3.1 Time for Exercise of Redemption Rights. Contributing Partners may
exercise their 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 prior to
the Expiration Date; provided, however, that the Redemption Rights may not be
exercised at any one time by any 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 (and the assignment of Units or delivery of the
Cash Purchase Price or 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.
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3.2 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.
3.3 Closing. Subject to the provisions of Section 4.1(d), the closing of
the redemption or purchase and sale pursuant to an exercise of the Redemption
Rights shall occur within 30 days following the giving of the Notice. A
Contributing Partner that has exercised Redemption Rights shall execute such
documents as the General Partner may reasonably require in connection with the
closing of the redemption or purchase and sale pursuant thereto.
3.4 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, the
Partnership shall deliver to 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 and subject
to the provisions of Section 4.1(d), the General Partner shall deliver to the
Partnership, 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.
4. Matters Relating to Shares.
4.1 Registration.
(a) 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 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 the Redemption Rights by
delivery of Shares (and, in the sole discretion of the General Partner, any
other Shares) 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
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provisions of the Securities Act. The General Partner may, but shall
not be obligated to, issue Shares previously registered under its current
registration statement on Form S-3 (Registration No. 33-90556).
(b) 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 Unitholders
(other than the Unitholders that have given a notice pursuant to Section
4.1(e)) 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 Unitholders upon full exercise of the Redemption Rights of
such Unitholders 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. The
reimbursement of such expenses by the Unitholders shall be paid upon demand.
(c) If under the Securities Act or then current SEC policy public resale
of any Shares to be delivered pursuant hereto may not be effected by
Contributing Partners without the registration under the Securities Act of such
Shares for resale and Contributing Partners shall have notified the Partnership
of the same prior to or concurrently with the giving of a Notice by a
Contributing Partner of the exercise of Redemption Rights, the General Partner
may, at any time during the thirty-day period following the giving of such
Notice, elect to delay the closing pursuant to such exercise of Redemption
Rights until the ninetieth day following the giving of such Notice and
thereafter use reasonable best efforts to register for resale the Shares
constituting the Share Purchase Price in respect thereof (assuming full
satisfaction of such Redemption Rights by delivery of Shares), which may be
accomplished by means of a shelf registration, and such Contributing Partner
and the General Partner will enter into customary agreements with respect
thereto which contain provisions similar to those contained in Section 4.1(a)
and (b) (except that (i) such registration statement only shall be maintained
until the Shares registered thereunder have been sold or are eligible for
resale under Rule 144(k) promulgated under the Securities Act and (ii) after
the sixth anniversary of the date hereof, the Contributing Partners whose
Shares are being registered for resale under such registration statement shall
pay the Registration Expenses
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therefor) and other customary provisions, including customary
indemnification agreements.
(d) If the registration statement referred to in Section 4.1(a) is not
effective on the later of the ninetieth day following the first anniversary of
the date hereof and the closing pursuant to any exercise of Redemption Rights
where Shares are otherwise issuable or the SEC shall not be prepared to declare
effective a registration statement referred to in Section 4.1(c) in respect of
Shares to be issued pursuant to any exercise of Redemption Rights referred to
in such subsection (assuming the full satisfaction of such Redemption Rights by
delivery of the Share Purchase Price) (unless, in either case, the Contributing
Partners have defaulted hereunder), the General Partner shall not have the
right to deliver the Share Purchase Price for Units as to which Redemption
Rights have been exercised, and the General Partner or the Partnership shall
deliver the Cash Purchase Price on the date specified in Section 3.3 or 4.1(c),
as the case may be (but the General Partner shall not otherwise have any
liability therefor).
(e) Notwithstanding anything to the contrary contained herein, (i) the
General Partner shall have no obligation to keep any registration statement
filed pursuant to this Section 4.1 effective after the Expiration Date and the
provisions of Section 4.1(d) shall not apply if the status of the General
Partner (or its successor) as an Exchange Act Reporting Company is terminated
or any or all of the Unitholders notify the General Partner in writing that the
General Partner no longer need keep such registration statement effective (in
which case such obligation shall be terminated only as to the registration
statement specified in such notice and the Shares that otherwise would be
issuable or have been issued, as the case may be, to the Unitholder(s) that
gave such notice and the provisions of Section 4.1(d) shall not apply only to
the exercise of Redemption Rights by such Unitholders) and (ii) the provisions
of Section 4.1(d) also shall not apply upon an exercise of Redemption Rights as
to Forbes/Xxxxx Units in the event that the General Partner previously has
filed two registration statements pursuant to Section 4.1(c) for Shares issued
upon the exercise of Redemption Rights as to Forbes/Xxxxx Units.
4.2 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 in
full satisfaction of all Redemption Rights which are from time to
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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).
4.3 Fully Paid and Non-Assessable. All Shares which may be issued upon
exercise of the Redemption Rights upon issue shall be duly and validly issued
and fully paid and non-assessable.
4.5. 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 a Contributing Partner, such
Contributor Partner shall pay such tax, and no Shares shall be issued pursuant
hereto until such Contributor 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.
6. Anti-Dilution and Adjustment Provisions.
(a) 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. 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.
(b) If at any time the General Partner grants to its stockholders 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
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Contributing Partners would have been entitled to subscribe for
if, immediately prior to such grant, Contributing Partners had exercised their
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
Contributing Partners the same subscription rights that Contributing Partners
would be entitled to if Contributing Partners had exercised their Redemption
Rights in full and received the Share Purchase Price in satisfaction thereof
prior to such grant.
(c) 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 stockholders of the General Partner 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 and payment of the
Purchase Price by means of the Share Purchase Price, Unitholders shall have the
right thereafter to acquire, in lieu of the Shares which would have been
surrendered therefor, the kind and amount of shares of stock and other
securities and property (and the provisions contained in Section 4.1 shall
apply 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.
(d) In the event of any other Major Transaction Event, each Unitholder
shall be entitled to exercise the 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
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Rights shall be revived if such Major Transaction Event is not
consummated.
(e) The Partnership shall give written notice of any Major Transaction
Event promptly after such Major Transaction is announced to the public.
(f) 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.
(g) Whenever the Conversion Factor is adjusted as herein provided, the
General Partner shall compute the adjusted Conversion Factor in accordance with
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.
7. Purchase Right.
7.1 Purchase Right. In the event that the General Partner in good faith
determines at any time that the continued ownership of Units by the holder of
such Units would cause amounts which would otherwise be characterized as "rents
from real property" (within the meaning of Section 865(d)(1) of the Code) to
fail to be so characterized as the result of the ownership or deemed ownership
of any Retailer Interest, the holder of such Units shall dispose of such
Retailer Interest within five Business Days of written notice from the
Partnership. In the absence of such a disposition, the General Partner shall
have the right, but not the obligation (the "Purchase Right"), to purchase all
of the Units then held by such holder upon the terms and subject to the
conditions contained in this Section 7.
7.2 Method of Exercise. The Purchase Right shall be exercised by written
notice to the holder of the Units to be purchased specifying that the General
Partner has elected to purchase such Units pursuant to Section 7 of this
Agreement.
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7.3 Purchase Price. The purchase price for such Units shall be the Cash
Purchase Price with respect to such Units.
7.4 Closing. The closing of any purchase and sale pursuant to this
Section 7 shall occur at the time specified in the notice described in Section
7.2 but in no event later than 30 days after the giving of such notice. At the
closing, the General Partner shall deliver to the selling Unitholder the Cash
Purchase Price in immediately available funds, and the selling Unitholder shall
deliver to the General Partner an instrument of transfer in form sufficient to
transfer the Units to be transferred, free and clear of all Liens, and
containing the representations and warranties set forth in Exhibit A.
7.5 Notice of Certain Events. Each Contributing Partner shall provide to
the Partnership a written statement describing the acquisition by it or its
partners or Affiliates of any equity interest in a retailer or other person or
entity which is or could be a potential tenant of the Partnership or of any
Other REIT (a "Retailer Interest").
8. Miscellaneous Provisions.
8.1 Notices. All notices or other communications given pursuant to this
Agreement 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. 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 8.1, the
addresses of the parties shall be, in the case of the Partnership and the
General Partner, 00 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
facsimile number (000) 000-0000, Attention: Xxxxxxx Xxxxxxxxx and Xxxxxxx
Xxxxxxxx, and, in the case of 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.
8.2 Assignment. Contributing Partners may not assign this Agreement or
their rights hereunder; provided, however, that the rights of Contributing
Partners hereunder (including the Redemption Rights) shall automatically
devolve upon any Person to the extent that such Person holds Units, and becomes
a
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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. Subject to the provisions of Section 6, the General Partner may assign
this Agreement without the consent of Contributing Partners, provided that no
such assignment shall relieve the General Partner of its obligations under this
Agreement.
8.3 Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their successors and permitted assigns, except as
expressly herein otherwise provided.
8.4 Governing Law. This Agreement shall be governed by the laws of the
State of Delaware (without regard to its conflicts of law principles).
8.5 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which shall constitute one document.
8.6 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.
8.7 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 "Schedule" shall refer to a Section or Schedule of
this Agreement unless otherwise specified.
8.8 Survival. The representations, warranties and covenants contained
herein or made pursuant hereto shall survive the execution and delivery of this
Agreement and the issuance of Shares pursuant hereto.
8.9 Further Assurances. Each of the parties shall hereafter execute and
deliver such other instruments and
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documents and do such further acts and things as may be required or
useful to carry out the purposes of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
CONTRIBUTING PARTNERS:
FORBES/XXXXX PROPERTIES, a
Michigan general partnership
By: /s/ Xxxxxxx Xxxxx
---------------------------
Xxxxxxx Xxxxx, partner
By: /s/ Xxxxxx Xxxxxx
---------------------------
Xxxxxx Xxxxxx, partner
XXXXXXX PROPERTIES, a
Michigan general partnership
By: Forbes/Xxxxx Properties, a
Michigan general partnership,
partner
By: /s/ Xxxxxxx Xxxxx
-----------------------------
Xxxxxxx Xxxxx, partner
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Xxxxxx Xxxxxx, partner
By: The Xxxxxxx Group, a Michigan general
partnership, a partner
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxxxx, Trustee under
Trust Agreement dated 7/9/91,
partner
By: The Xxxx Group, a Michigan general
partnership, a partner
By: /s/ Xxxxx Xxxx
-------------------
Xxxxx Xxxx, partner
00
XXXXXXXX XXXXXX ASSOCIATES, a
Michigan general partnership
By: Forbes/Xxxxx Properties, a
Michigan general partnership,
a partner
By: /s/ Xxxxxxx Xxxxx
-------------------------------
Xxxxxxx Xxxxx, partner
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx, partner
By: Lakeview Properties, a
Michigan limited partnership,
a partner
By: Forbes/Xxxxx Properties,
a Michigan general partnership,
its general partner
By: /s/ Xxxxxxx Xxxxx
-------------------------------
Xxxxxxx Xxxxx, partner
By: /s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx, partner
PARTNERSHIP:
GGP LIMITED PARTNERSHIP,
a Delaware limited partnership
By: General Growth Properties, Inc.
a Delaware corporation
By: /s/ Xxxx Xxxxx
------------------------------
Its Vice President
------------------------------
GENERAL PARTNER:
General Growth Properties, Inc.
a Delaware corporation
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By: /s/ Xxxx Xxxxx
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Its Vice President
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