AMENDED AND RESTATED MANAGEMENT LIMITED PARTNER AGREEMENT
EXHIBIT 18
AMENDED AND RESTATED
This Amended and Restated Management Limited Partner Agreement (this “Agreement”) is
made and entered into this 20th day of August, 2007 by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as
Trustee of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Revocable Trust (together with its successors and assigns, the
“Management Limited Partner”) and M.B. Capital Units L.L.C., a Delaware limited liability
company (together with its successors and assigns, the “Bucksbaum Limited Partners” and,
together with the Management Limited Partner, the “Limited Partners”).
W I T N E S S E T H:
WHEREAS, the Limited Partners are limited partners and own common units of limited partnership
in GGP Limited Partnership, a Delaware limited partnership (such partnership, the “Partnership” and
common units of limited partnership in the Partnership, “Units”), existing pursuant to that certain
Second Amended and Restated Agreement of Limited Partnership dated as of April 1, 1998, as amended
(the “Partnership Agreement”); and
WHEREAS, under the terms of that certain Rights Agreement dated July 27, 1993, as amended (the
“Rights Agreement”), the Limited Partners, as limited partners of the Partnership, have been
granted Conversion Rights and Sale Rights (each as defined in the Rights Agreement) pursuant to
which the Limited Partners may convert all or a portion of their Units into shares of common stock
of General Growth Properties, Inc. (the “General Partner”) and may sell all or a portion of the
remainder of their Units; and
WHEREAS, the Limited Partners’ exercise of Conversion Rights and Sale Rights is subject to
certain restrictions and limitations as set forth in the Rights
Agreement including limitations as to the time and manner in which Conversion Rights and Sale Rights may be
exercised; and
WHEREAS, the Limited Partners (or the prior owners of their Units) have set forth certain
understandings and agreements with respect to the exercise of Conversion Rights and Sale Rights in
that certain Management Limited Partner Agreement dated April 6, 1993 (the “Existing Management
Limited Partner Agreement”); and
WHEREAS, the parties hereto desire to amend and restate the Existing Management Limited
Partner Agreement as set forth herein.
NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto amend and restate the Existing Management Limited Partner Agreement to read in its entirety
as follows:
1. Definitions. Unless otherwise defined herein to the contrary, or unless the
context requires otherwise, all defined terms used herein shall have the same meaning as in the
Rights Agreement or the Partnership Agreement.
2. Exercise Notices. The Management Limited Partner hereby agrees that, except as
permitted in this Agreement, such Management Limited Partner shall not deliver to the General
Partner a Conversion Component Exercise Notice or a Sale Component Exercise Notice or otherwise
attempt to exercise Rights under the Rights Agreement.
3. Notice of Intent to Exercise. Prior to delivering a Conversion Component Exercise
Notice or a Sale Component Exercise Notice to the General Partner under the Rights Agreement, the
Bucksbaum Limited Partners shall deliver written notice (the “Intent Notice”) to the Management
Limited Partner of the intent to exercise Rights, which Intent Notice shall
2
specify the names of the Bucksbaum Limited Partners desiring to exercise Rights, the number of
Units which such Bucksbaum Limited Partners desire to tender and the date on which exercise of
Rights shall occur (the “Specified Exercise Date”).
4. Voluntary Joinder. Upon receipt of an Intent Notice delivered pursuant to
Paragraph 3 hereof, the Management Limited Partner may join in the exercise of Rights initiated by
the Bucksbaum Limited Partners by delivering written notice (the “Joinder Notice”) to the Bucksbaum
Limited Partners within twenty (20) days after receipt of the Intent Notice (the “Opt-In Period”),
which Joinder Notice shall include the number of Units which such Management Limited Partner
desires to convert or sell in connection with the exercise of Rights on the Specified Exercise
Date. The Bucksbaum Limited Partners and the Management Limited Partner shall be entitled to
exercise Conversion Rights and/or Sale Rights in proportion to their relative number of Units as of
the Specified Exercise Date.
5. Mandatory Conversion. At such time as the Bucksbaum Limited Partners shall (or
with the exercise of Rights will) no longer be limited partners of the Partnership, the Management
Limited Partner shall be required to exercise Conversion Rights such that the Management Limited
Partner will no longer be a limited partner of the Partnership.
6. Management Limited Partner’s Right to Put. The Management Limited Partner shall
have the right to require, at his option, the Bucksbaum Limited Partners (pro rata in accordance
with the number of Units owned by them or as they may otherwise agree) to purchase all (but not
less than all) of the Management Limited Partner’s Units for cash by delivering written notice (the
“Put Notice”) to the Bucksbaum Limited Partners not less than seventy-five (75) days prior to the
date (“Closing Date”) on which the Management Limited Partner shall designate as the closing date
in the Put Notice. On the Closing Date, (a) the
3
Bucksbaum Limited Partners shall purchase the Units of the Management Limited Partner for an
amount equal to the product of the number of such Units and the
average of the Closing Prices (adjusted as appropriate for
intervening stock splits, stock dividends, reverse stock splits and
the like) for
the five consecutive Trading Days ending on the date the Put Notice is given, payable in cash and
(b) the Management Limited Partner shall deliver to the Bucksbaum Limited Partners an Assignment of
Partnership Units and such other instruments as shall be necessary or desirable to transfer the
Units on the books of the Partnership, which such instruments shall contain customary
representations by the Management Limited Partner that the Units are owned free and clear of all
Liens.
7. Miscellaneous.
(a) Successors. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their legal representatives, heirs, successors or assigns, except as expressly
herein otherwise provided. No Limited Partner may transfer all or any part of its Units unless the
transferee agrees to be bound by the terms of this Agreement.
(b) Notices. All notices hereunder shall be delivered in the manner specified in
Section 13.1 of the Partnership Agreement.
(c) Governing Law. This Agreement shall be governed by and construed in conformity
with the laws of the State of Iowa.
(d) Entire Understanding. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter within.
(e) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same document.
4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| BUCKSBAUM LIMITED PARTNER: | MANAGEMENT LIMITED PARTNER: | |||||||
| M.B. CAPITAL UNITS L.L.C., a Delaware limited liability company | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ REVOCABLE TRUST | |||||||
By: |
M.B. CAPITAL PARTNERS III, a South Dakota general partnership | |||||||
| By: | GENERAL TRUST COMPANY, not | By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||
| individually but solely as Trustee of | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, not individually but | |||||||
| ▇▇▇▇▇▇ Investment Trust G, partner | solely as Trustee | |||||||
| By: | /s/ E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Name: | E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Title: | Vice President | |||||||
5