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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 13, 1996
GENERAL GROWTH PROPERTIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-11656 42-1283895
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
55 WEST MONROE, SUITE 3100, CHICAGO, ILLINOIS 60603
----------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (312) 551-5000
N/A
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
On July 13, 1996, redemption rights ("Redemption Rights") with respect to
832,936 limited partnership units (the "Units") in GGP Limited Partnership,
a Delaware limited partnership ("GGPLP"), of which General Growth Properties,
Inc., a Delaware corporation (the "Company"), is the sole general partner,
became exercisable. The Units were issued in connection with the July 1995
transaction pursuant to which the owners of the real and personal property
comprising the Piedmont Mall in Danville, Virginia (the "Contributors")
contributed such property to GGPLP in exchange for such Units, cash and GGPLP's
assumption of certain liabilities of the Contributors. The Redemption Rights
were granted pursuant to the terms of the Redemption Rights Agreement, dated
July 13, 1995 (the "Redemption Rights Agreement"), by and among GGPLP, the
Company and the Contributors. Under the terms of the Redemption Rights
Agreement, if the Contributors tender their Units for redemption, such Units
will be redeemed by GGPLP for cash, or, if the Company elects to assume GGPLP's
redemption obligations, such Units will be redeemed for shares of Common Stock,
par value $.10 per share (the "Common Stock"), of the Company or cash. 832,936
shares of Common Stock are currently issuable pursuant to the terms of the
Redemption Rights Agreement (assuming full satisfaction of the Redemption
Rights by the delivery of shares of Common Stock), and such shares of Common
Stock were registered under the Securities Act of 1933, as amended, pursuant to
the Company's Registration Statement on Form S-3 (File No. 33-90556).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (b) Not applicable.
(c) See Exhibit Index attached hereto and incorporated herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Bernard Freibaum
--------------------------
Bernard Freibaum
Executive Vice President and
Chief Financial Officer
Date: July 17, 1996
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INDEX TO EXHIBITS
Exhibit 8.1 Opinion of Neal, Gerber & Eisenberg
as to certain tax matters
Exhibit 99.1 Redemption Rights Agreement,
dated July 13, 1995, by and among
GGP Limited Partnership, General Growth
Properties, Inc. and the persons
listed on the signature pages thereof
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EXHIBIT 8.1
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
SUITE 2200
CHICAGO, IL 60602
(312) 269-8000
July 16, 1996
General Growth Properties, Inc.
55 West Monroe
Suite 3100
Chicago, Illinois 60603
Gentlemen:
We are rendering the opinions contained herein in our capacity as tax counsel
to General Growth Properties, Inc., a Delaware corporation (the "Company"). In
so acting and in rendering the opinions expressed below, we have examined and
relied upon the originals, or copies certified or otherwise identified to our
satisfaction of such records, documents, agreements and instruments as we have
deemed necessary to the rendering of these opinions.
Based upon and subject to the assumptions noted below, we are of the opinion
that for federal income tax purposes under current law, (1) for the period
beginning April 15, 1993 and ending December 31, 1995, the Company has been
organized and operated in a manner that has enabled it to qualify as a real
estate investment trust under Sections 856 through 859 of the Internal Revenue
Code of 1986, as amended (the "Code") and (2) the Company's proposed method of
operations will enable it to continue to so qualify in the future.
The opinions expressed herein are subject to the following qualifications and
assumptions:
1. We have relied upon certain representations from the management of the
Company as to certain matters of fact upon which the foregoing opinions are
based and we have no reason to believe that such reliance is not justified.
2. The Company will, in the future, operate and remain organized in the same
manner that it has operated and been organized for the period from April 15,
1993 through December 31, 1995.
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General Growth Properties, Inc.
July 16, 1996
Page 2
3. No stockholder of the Company owns, within the meaning of Section
856(h)(1) of the Code, more than 5% in value of the outstanding stock of the
Company.
4. All documents submitted to us as originals and the originals of all
documents submitted to us as certified or photostatic copies are authentic, all
documents submitted to us as certified or photostatic copies conform to the
original documents and all signatures are genuine.
The opinions herein are given as of the date hereof, are based upon the Code,
regulations of the Department of the Treasury (the "Treasury Regulations"),
published rulings and procedures of the Internal Revenue Service, and judicial
decisions, all as in effect on the date hereof. These opinions are limited to
the matters expressly set forth herein and no opinions are to be implied or may
be inferred beyond the matters expressly so stated. We disclaim any obligation
to update this letter for events, whether legal or factual, occurring after the
date hereof.
This letter is given solely for your benefit in connection with the Company's
Registration Statement (No. 33-90556). Without our prior written consent, this
letter may not be used or relied upon by any other person or for any other
purpose.
Please be advised that Marshall E. Eisenberg, a partner in our firm, is the
Secretary of the Company and that certain partners of and attorneys associated
with our firm and members of their families own shares of the Company's Common
Stock, par value $.10 per share. No knowledge is to be imputed to this firm by
virtue of Mr. Eisenberg's position as Secretary of the Company.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
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EXHIBIT 99.1
REDEMPTION RIGHTS AGREEMENT
Redemption Rights Agreement, dated July 13, 1995, among GGP Limited
Partnership, a Delaware limited partnership (the "Partnership"), General Growth
Properties, Inc., a Delaware corporation (the "General Partner"), and the
persons whose names are set forth under the caption "Contributing Partners" on
the signature pages hereto (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 the 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 can 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.
"Bucksbaum Limited Partners" shall have the meaning set forth in the
Partnership Agreement.
"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.
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"Closing Price" shall have the meaning set forth in the Partnership
Agreement.
"Common Stock" shall have the meaning set forth in the recitals.
"Computation Date" shall mean the date on which the applicable Exercise
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).
"Certificate of Incorporation" shall mean the Certificate of Incorporation
of the General Partner, as the same may be amended from time to time.
"Contribution Agreement" shall mean that certain Contribution Agreement
dated June 7, 1995, among the Partnership and Contributing Partners, 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) the 30th anniversary of
the date hereof and (b) the date upon which all Units have been redeemed or
purchased in accordance with the terms hereof. Notwithstanding the foregoing,
Contributing Partners shall continue to have the right to have their Units
redeemed or purchased and the General Partner shall have the obligation to
register Shares (if the Contributing Partners then hold Units and the General
Partner then is an Exchange Act Reporting Company) in accordance with this
Agreement during any period of time that any other present or future holder of
limited partnership units in the Partnership has any right to convert its units
into Shares or require the Partnership to redeem them in exchange for cash or
Shares and the Partnership shall give Contributing Partners no less than 30
days' written
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notice of the expiration or termination of the rights of such other present or
future holders.
"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.
"Notice" shall have the meaning set forth in Section 3.1.
"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 the date hereof and as
the same may be further amended from time to time.
"Person" shall mean any natural person, corporation, partnership, 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 Requirements" shall have the meaning set forth in the Partnership
Agreement.
"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
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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 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, a number of Shares equal to the product of (a) the number of
Units being redeemed or purchased multiplied by (b) the Conversion Factor.
"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.
2. 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 each
Contributing Partner does hereby accept, the right, but without obligation to
such Contributing Partner, to require the Partnership to redeem from time to
time part or all of its 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 the exercising 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
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Purchase Price. If the General Partner assumes such obligations with respect
to an exercise of a Redemption Right and makes the required payment, then the
Partnership shall have no obligation to pay any amount to the Contributing
Partner with respect to such Contributing Partner's exercise of a Redemption
Right, 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 exercising
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 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.
(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. A 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 prior to
the Expiration Date; provided, however, that the Redemption Rights may not be
exercised at any one time with respect to less than 1,000 Units (or all the
Units then owned by the exercising Contributing Partner if such Contributing
Partner owns less than 1,000 Units). 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 (a) specifying the identity of
the exercising Contributing Partner, the number of Units to be redeemed, the
name or names
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(with address) in which any Shares issuable upon such exercise shall be
registered if different than the exercising Contributing Partner and that the
representations and warranties set forth on Schedule A are true and correct
and (b) accompanied by an instrument, duly executed by the exercising
Contributing Partner and in form reasonably satisfactory to the Partnership,
transferring such Units to the Partnership free and clear of all Liens.
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 receipt of the Notice and the instrument of transfer referred to in
Section 3.2.
3.4 Payment of Cash or Issuance of Shares. At the closing of the
redemption or purchase and sale of Units pursuant to the exercise of Redemption
Rights, the Partnership shall deliver to the exercising 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 or (b) a
certificate representing the Shares 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).
4. Matters Relating to Shares.
4.1 Registration.
(a) The General Partner shall (i) prepare, file and use reasonable best
efforts to cause to become effective on or before 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 provisions of the Securities Act. The General
Partner may, but shall not be obligated to, include any such Shares under its
current registration statement on Form S-3.
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(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 Contributing
Partners who are then Unitholders, severally in proportion to the number of
Units owned by them in relation to the total number of shares covered by the
registration statement, shall reimburse the General Partner for Registration
Expenses which are incurred after the sixth anniversary of the date hereof in
respect of maintaining effective such registration statement; provided,
however, that such Contributing Partners 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 (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.
(c) If under the Acts or then current SEC policy, the registration of
Shares delivered pursuant hereto will not permit the public resale thereof
without further registration of such Shares for resale by the Contributing
Partners, the General Partner may deregister the Shares previously registered
for issuance to Contributing Partners pursuant to Section 4.1(a) and shall
register such Shares for resale, which may be accomplished by means of a shelf
registration, and Contributing Partners 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 after the sixth
anniversary of the date hereof, the Contributing Partners whose Shares are
being registered for resale shall pay, severally in proportion to the number of
their Shares registered in relation to the total number of shares covered by
the registration statement, the Registration Expenses) and other customary
provisions, including customary indemnification agreements.
(d) Notwithstanding anything to the contrary contained herein, the General
Partner shall have no obligation to keep such registration statement effective
after the Expiration Date or if the status of the General Partner (or its
successor) as an Exchange Act Reporting Company is terminated.
(e) If the General Partner does not use reasonable best efforts, or
despite using its reasonable best efforts is unable, to cause such registration
statement to become effective on or before the second anniversary of the date
hereof or the General
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Partner thereafter does not maintain such registration statement in accordance
with the terms hereof (unless the Contributing Partners have defaulted
hereunder), the General Partner shall have no right to deliver the Share
Purchase Price upon exercise of Redemption Rights during the time when such
registration statement is not so effective and in that event the Partnership
or the General Partner must deliver the Cash Purchase Price for Units as to
which Redemption Rights have been exercised.
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 upon issue 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 an exercising Contributing
Partner, the Partnership shall pay such transfer tax, but the exercising
Contributing Partner shall pay such tax to the extent that such tax results
from registration of Shares in the name of a person other than the registered
owner of the Units and no Shares shall be issued pursuant hereto until such
exercising Contributing Partner has paid to the General Partner the amount of
such tax or has provided evidence, in form reasonably satisfactory to the
General Partner, as to the payment thereof.
6. Anti-Dilution and Adjustment Provisions.
(a) If the General Partner or the Partnership increases or decreases the
number of its issued and outstanding Shares or limited partnership units, as
the case may be, by means of (i) the payment of a stock dividend or the making
of any other distribution on the Shares (or limited partnership units) payable
in its Common Stock (or limited partnership units), (ii) a subdivision of
Shares or limited partnership units or (iii) a
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consolidation or combination of Shares or limited partnership units, the
Conversion Factor shall be adjusted so as to result in the Redemption Rights
not being diluted or expanded thereby.
(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 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 readjustment under any other subsection of this Section 6, 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 all or a
portion of the consideration received by 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, Contributing Partners
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 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 Major Transaction Event where no portion of the
consideration received by stockholders of the General Partner in connection
with such Major Transaction Event is in the form of securities in a successor
entity, 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
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exercised within forty-five days after written notice from the General Partner
of such Major Transaction Event (which shall be given promptly after such
Major Transaction Event is announced to the public) 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 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.
(f) 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 and
mailed to the holders of the Redemption Rights within 30 days of the date of
the adjustment.
(g) Notwithstanding anything above to the contrary, the Contributing
Partners will be entitled to adjustments to protect against dilution, and to
protect against deferral of receipt of benefits, that are no less favorable
than the adjustments and protection against deferral of receipt of benefits
which are received by any other holder of limited partnership units in the
Partnership.
7. Miscellaneous Provisions.
7.1 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 or facsimile or delivered by hand with receipt
acknowledged in writing. All notices (a) shall be deemed given when received
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, 215 Keo Way, Des Moines, Iowa
50309, Attention: Martin Bucksbaum, and, in the case of
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Contributing Partners, 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. 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 substituted partner with respect to such Units, in accordance with the
Partnership Agreement 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 obligation to file and maintain effective a registration
statement for the Shares as set forth herein or to make the required payment of
the Cash Purchase Price.
7.3 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.
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
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references in this Agreement to a "Section" or "Schedule" shall refer to a
Section or Schedule 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. Notwithstanding any claim that the Partnership
or the General Partner may have against any Contributing Partner not arising
under this Agreement, 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 as the result of any such claim against such
Contributing Partner.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
GENERAL PARTNER:
GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation
By:/s/ Bernard Freibaum
--------------------
Its:Executive Vice President
------------------------
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CONTRIBUTING PARTNERS:
PIEDMONT MALL ASSOCIATES PPP ASSOCIATES, L.P.
By: STROUSE, GREENBERG-DANVILLE By: PIEDMONT MALL ASSOCIATES
ASSOCIATES, general partner general partner
By: /s/Joseph Straus, Jr. By: STROUSE, GREENBERG-
------------------------ DANVILLE ASSOCIATES,
Joseph Straus, Jr. general partner
Co-Managing Partner
By: /s/ Brent M. Milgrom By: /s/ Joseph Straus, Jr.
------------------------ -------------------------
Brent M. Milgrom Joseph Straus, Jr.
Co-Managing Partner Co-Managing Partner
By: /s/ Brent M. Milgrom
-------------------------
Brent M. Milgrom
Co-Managing Partner
By: GDC DANVILLE ASSOCIATES, By: GDC DANVILLE
L.P., general partner ASSOCIATES, L.P.,
general partner
By: GDC DANVILLE GENERAL By: GDC DANVILLE
CORP., general partner GENERAL CORP.,
general partner
By: /s/ Brent Milgrom By: /s/ Brent Milgrom
------------------------ -----------------------
Brent Milgrom, Brent Milgrom,
President President
13
<PAGE> 14
MP ASSOCIATES L.P. HP ASSOCIATES, L.P.
By: PIEDMONT MALL ASSOCIATES, By: PIEDMONT MALL
general partner ASSOCIATES, general
partner
By: STROUSE, GREENBERG-
DANVILLE ASSOCIATES, By: STROUSE, GREENBERG-
general partner DANVILLE ASSOCIATES,
general partner
By: /s/Joseph Straus, Jr.
--------------------- By: /s/Joseph Straus, Jr.
Joseph Straus, Jr. ------------------------
Co-Managing Partner Joseph Straus, Jr.
Co-Managing Partner
By: /s/ Brent M. Milgrom
-------------------- By: /s/Brent M. Milgrom
Brent M. Milgrom ----------------------
Co-Managing Partner Brent M. Milgrom,
Co-Managing Partner
By: GDC DANVILLE ASSOCIATES,
L.P., general partner By: GDC DANVILLE
ASSOCIATES, L.P.,
By: GDC DANVILLE GENERAL general partner
CORP., general
partner By: GDC DANVILLE
GENERAL CORP.,
By: /s/ Brent Milgrom general partner
-----------------
Brent Milgrom,
President By: /s/Brent Milgrom
----------------
Brent Milgrom,
President
14
<PAGE> 15
SCHEDULE A
REPRESENTATIONS AND WARRANTIES
Exercising Contributing Partner has good and marketable title to the Units
desired to be converted into Shares by it, free and clear of all Liens, it has
full power and capacity to transfer such Units, any documents executed in
connection with any such transfer are valid and binding and enforceable against
it in accordance with their terms and such transfer does not conflict with or
result in the breach by it of any agreement or instrument to which it is a
party or by which it is bound or any laws, regulations, ordinances, judgments
or decrees to which it is subject.
