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EXHIBIT 4(d)
REDEMPTION RIGHTS AGREEMENT
Redemption Rights Agreement, dated October ___, 1997, among GGP Limited
Partnership, a Delaware limited partnership (the "Partnership"), General Growth
Properties, Inc., a Delaware corporation (the "General Partner"), and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ (collectively, "Contributing Partner").
R E C I T A L S
WHEREAS, concurrently herewith, Contributing Partner is being admitted as
a limited partner 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 Partner may cause the Partnership to redeem his
limited partnership units in the Partnership.
NOW, THEREFORE, the parties hereby agree as follows:
I. 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
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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.
"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 September 25, 1997, among the Partnership, the General Partner and
Contributing Partner, 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) April 16, 2023 and (b) the
date upon which all Units have been redeemed or purchased in accordance with
the terms 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
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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 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 thereto dated June 13, 1995, that certain Third
Amendment thereto dated May 21, 1996, that certain Fourth Amendment thereto
dated August 30, 1996, that certain Fifth Amendment thereto dated as of October
4, 1996, that certain Sixth Amendment thereto dated as of November 27, 1996,
that certain Seventh Amendment thereto dated December 6, 1996, that certain
Eighth Amendment thereto dated June 19, 1997, that certain Ninth Amendment
thereto dated as of August 8, 1997, that certain Tenth Amendment thereto dated
as of September 8, 1997, that certain Eleventh Amendment thereto dated as of
September 11, 1997 and that certain Twelfth Amendment thereto dated October 15,
1997 and as the same may be further amended.
"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.
"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.
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"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 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.
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"Units" shall mean the limited partnership units in the Partnership issued
to Contributing Partner 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 Partner, and Contributing Partner
does hereby accept, the right, but without obligation on the part of
Contributing Partner, to require the Partnership to redeem from time to time
part or all of the Units of 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 Contributing Partner's exercise of a
Redemption Right by paying to 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 Contributing Partner exercised its
Redemption Rights. If the General Partner assumes such obligations with
respect to the exercise by Contributing Partner of a Redemption Right as to
certain Units and makes the required payment within the required period of
time, then the Partnership shall have no obligation to pay any amount to
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 Contributing
Partner's Units and the payment of the Purchase
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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 Partner may
exercise his Redemption Rights in whole or in part and at any time and from
time to time on or after the second 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 Contributing Partner with respect to less than
1,000 Units (or all the Units then owned by Contributing Partner if
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.
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 Contributing Partner.
3.3 Closing. 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. 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.
3.4 Payment of Cash or Issuance of Shares. At the closing of the
redemption or purchase and sale of Units pursuant to an
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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, 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 in
immediately available funds 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
second 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 (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.
(b) The General Partner shall pay all Registration Expenses incurred prior
to the seventh anniversary of the date hereof with respect to filing and
keeping effective the registration statement through such date, and the
Unitholders 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 seventh 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 Contributing Partner shall not 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
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(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 Unitholders shall be paid upon demand.
(c) If under the Securities Act or then current SEC policy the
above-described registration of the Shares constituting the Share Purchase
Price (assuming full satisfaction of the Redemption Rights by delivery of
Shares) is not permitted for any reason or the public resale of such Shares may
not be effected by Contributing Partner without the further registration under
the Securities Act of such Shares for resale, the General Partner shall use
reasonable efforts to register such Shares for resale, which may be
accomplished by means of a shelf registration (and the General Partner shall
not be required to register such Shares pursuant to Section 4.1(a)), and
Contributing Partner and the General Partner shall 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 (without regard to the period that Units were held prior to the
exchange of such Units for Shares pursuant to the Redemption Rights) and (ii)
after the seventh anniversary of the date hereof, Contributing Partner shall
pay the Registration Expenses therefor or a pro rata portion thereof based on
the number of Shares of Contributing Partner which remain available for sale
pursuant to such registration statement relative to the total number of Shares
that remain available for sale pursuant to such registration statement) and
other customary provisions, including without limitation customary
indemnification provisions.
(d) If a registration statement referred to in Section 4.1(a) or (c) is
not effective on the later of the ninetieth day following the second
anniversary of the date hereof and the closing pursuant to any exercise of
Redemption Rights where Shares are otherwise issuable (unless, in either case,
Contributing Partner has defaulted hereunder), the General Partner shall not
have the right to deliver the Share Purchase Price in respect of such exercise
of Redemption Rights, and the General Partner or the Partnership shall deliver
the Cash Purchase Price on the date specified in Section 3.3 (but the General
Partner shall not otherwise have any liability therefor); provided, however,
that the General Partner may
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deliver Shares if it previously filed a registration statement under Section
4.1(c) and such registration statement has not yet been declared effective
solely by reason of the fact that the Shares are not yet outstanding. In the
event that Shares are delivered to Contributing Partner pursuant to an exercise
of Redemption Rights and the proviso contained in the immediately preceding
sentence and the registration statement referred to in such sentence shall not
have been declared effective on or before the tenth business day following
delivery of such Shares, the General Partner shall, upon written notice from
Contributing Partner to the General Partner, repurchase such Shares, and
Contributing Partner shall sell such Shares to the General Partner, for a
purchase price equal to the Cash Purchase Price relating to such exercise of
Redemption Rights. Each of Contributing Partner and the General Partner shall
execute such documents as may be reasonably requested by the other to
effectuate such repurchase and sale.
(e) 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 Unitholders notify the General Partner in
writing that the General Partner no longer need keep such registration
statement effective.
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 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 shall be duly and validly issued and fully
paid and non-assessable.
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 Contributing Partner, Contributor
Partner shall pay such tax, and no Shares shall be issued pursuant hereto until
such
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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 Contributing Partner would have been entitled to subscribe for
if, immediately prior to such grant, Contributing Partner had exercised his
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 Partner the same subscription rights that Contributing Partner
would be entitled to if Contributing Partner had exercised his 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
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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 at any time
following such Major Transaction Event by means of the Share Purchase Price,
Unitholders shall have the right to acquire, in lieu of the Shares which
otherwise would have been issued to Contributing Partner, 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.
(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 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.
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(g) 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
and mailed to the holders of the Redemption Rights within thirty days of any
such adjustment.
7. Miscellaneous Provisions.
7.1 NoticesNotices. 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 8.1. 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 8.1, the addresses of the parties shall be, in the case of the
Partnership and the General Partner, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, facsimile number (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (with a copy to ▇▇▇▇, Gerber & ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇), 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.
7.2 Assignment. The rights of 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
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
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assignment shall relieve the General Partner of its obligations
under this Agreement.
7.3 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.
7.4 Governing Law. This Agreement shall be governed by the laws of the
State of Delaware (without regard to its conflicts of law principles).
7.5 Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which shall constitute one document.
7.6 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.
7.7 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 "Exhibit" shall refer to a Section or Exhibit
of this Agreement unless otherwise specified.
7.8 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.
7.9 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.
7.10 No Right of Set-off. Each of the Partnership and the General Partner
shall perform all of its obligations under this Agreement without asserting any
right of setoff, counterclaim or similar justification for non-performance of
its obligations under this Agreement on account of any claim that the
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Partnership or the General Partner may have against Contributing Partner that
does not arise under this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
CONTRIBUTING PARTNER:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
PARTNERSHIP:
GGP LIMITED PARTNERSHIP,
a Delaware limited partnership
By: General Growth Properties, Inc.
a Delaware corporation
By:
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Its
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GENERAL PARTNER:
General Growth Properties, Inc.
a Delaware corporation
By:
--------------------------------
Its
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EXHIBIT A
Notice of Redemption
The undersigned hereby irrevocably (i) exercises its Redemption Rights as
to ___________ 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 _______________, 1997 (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 unencumbered 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.
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Capitalized terms used but not defined herein shall have the meanings set
forth in the Agreement.
Dated: ____________________
Name: ________________________
_____________________________
(Signature of Limited Partner)
_____________________________
(Street Address)
_____________________________
City (State (Zip Code)
Signature Guaranteed by
______________________________
If Shares are to be issued, issue to:
Please insert social security or identifying number: