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EXHIBIT (a)(9)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 31, 2000
(this "Agreement"), is entered into between Head Acquisition, L.P., a
Delaware limited partnership ("Head Acquisition LP"), and Head Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of Head Acquisition
LP ("Head Acquisition Corp").
W I T N E S S E T H:
WHEREAS, Rodamco North America N.V., a company organized under the laws
of the Netherlands ("Rodamco NV"), Hexalon Real Estate, Inc., a Delaware
corporation ("Hexalon"), Head Acquisition LP, Head Acquisition Corp
(collectively with Rodamco NV, Hexalon and Head Acquisition LP, the "Head
Parties"), Urban Shopping Centers, Inc., a Maryland corporation ("Urban"),
and Urban Shopping Centers, L.P., an Illinois limited partnership, have
entered into an Agreement and Plan of Merger, dated as of September 25, 2000
(the "Merger Agreement");
WHEREAS, capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in the Merger Agreement;
WHEREAS, pursuant to the Merger Agreement and the Offer Documents, in
the event that the Head Parties shall have the right to acquire or otherwise
own, in the aggregate, shares of Urban Common Stock pursuant to the Offer or
otherwise (including pursuant to the Common Share Option) that are entitled
to cast, in the aggregate, at least 90.0% of the votes entitled to be cast on
the Merger (the "Triggering Event"), Head Acquisition LP shall assign the
rights to acquire the Urban Stock pursuant to the Offer to Head Acquisition
Corp, and Head Acquisition Corp shall acquire the Urban Stock tendered
pursuant to the Offer;
WHEREAS, the Triggering Event has occurred; and
WHEREAS, in accordance with the Merger Agreement, Head Acquisition LP
hereby desires to assign to Head Acquisition Corp its rights under the Merger
Agreement and the Offer Documents to purchase Urban Stock, and Head
Acquisition Corp hereby desires to accept the assignment of such purchase
rights.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual obligations, covenants, agreements and conditions contained herein,
and intending to be legally bound hereby, the parties hereto agree as follows:
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1. ASSIGNMENT AND ASSUMPTION. In accordance with Section 1.1(a)
of the Merger Agreement, Head Acquisition LP hereby assigns to Head
Acquisition Corp, and Head Acquisition Corp hereby assumes, all of Head
Acquisition LP's rights and obligations to purchase all Urban Stock it is
obligated to purchase pursuant to the Offer, as permitted and required under
the Offer Documents.
2. CONTINUING LIABILITY OF HEAD ACQUISITION LP. Notwithstanding
Section 1 hereof, no assignment by Head Acquisition LP hereunder shall
relieve Head Acquisition LP of its obligations under the Merger Agreement and
the Offer Documents in the event that Head Acquisition Corp, as assignee,
does not perform such obligations.
3. AMENDMENT. This Agreement may be amended, modified, or supplemented
only by an instrument in writing signed on behalf of each of the parties
hereto.
4. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement.
5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND.
6. ASSIGNMENT. Except as set forth in this Agreement, neither this
Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned or delegated, in whole or in part, by any of the
parties hereto, whether by operation of law or otherwise, without the prior
written consent of the other parties hereto. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and
be enforceable by, the parties and their respective successors and assigns.
7. HEADINGS. Headings of the sections of this Agreement are for
convenience of the parties hereto only and shall be given no substantive or
interpretative effect whatsoever.
[Signature page follows]
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IN WITNESS WHEREOF, each of the following parties has caused this
Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
HEAD ACQUISITION, L.P.
By: Hexalon Real Estate, Inc.,
its general partner
By: /s/ Daniel S. Weaver
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Name: Daniel S. Weaver
Title: Vice President
HEAD ACQUISITION CORP.
By: /s/ Daniel S. Weaver
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Name: Daniel S. Weaver
Title: Secretary, Treasurer and
Vice President
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