Exhibit 3.1
AGREEMENT BETWEEN SIMON PROPERTY GROUP,
INC.
AND SIMON PROPERTY GROUP, L.P.
This Agreement is made as of the
29 th day of April, 2009, but effective as of
August 27, 1999, by and between Simon Property
Group, Inc., a Delaware corporation (the
“Company”) and successor to Simon DeBartolo
Group, Inc., a Maryland corporation (“SDG”),
having a principal address of 225 W. Washington Street,
Indianapolis, Indiana 46204, and Simon Property Group, L.P., a
Delaware limited partnership (f/k/a Simon DeBartolo Group, L.P.),
having its principal address of 225 W. Washington Street,
Indianapolis, Indiana 46204 (the
“Partnership”).
W I T N E S S E T H:
SDG and the Partnership are parties
to a certain agreement dated as of November 13, 1996, a true,
correct and complete copy of which is attached hereto as
Exhibit “A” (the “Prior
Agreement”). The Company, through a series of mergers,
has succeeded to the interest of SDG under the Agreement and is
currently the sole general partner of the Partnership. The
Partnership is governed by the terms and conditions of a certain
Eighth Amended and Restated Limited Partnership Agreement of Simon
Property Group, L.P., dated May 8, 2008 (the “Restated
Limited Partnership Agreement”). Capitalized terms used
but not defined in this Agreement shall have the meanings given
such terms in the Restated Limited Partnership
Agreement.
The parties or their predecessors
entered into the Prior Agreement for the purpose of describing the
process by which the Partnership will have access to the funds
required to redeem Partnership Units owned by a Limited Partner
based upon an election by the General Partner. Due to a
scrivener’s error, the provisions of the Prior Agreement were
not expressly incorporated into the Restated Limited Partnership
Agreement. The parties hereto now wish to reaffirm and ratify
the terms and conditions of the Prior Agreement and incorporate the
same by reference into the Restated Limited Partnership
Agreement.
NOW THEREFORE, in consideration of
the premises and for good and valuable consideration paid to the
Company, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby agrees to and with the Partnership
as follows:
1.
The Company and the Partnership
hereby confirm that they have at all times acted in compliance
within the terms and conditions of the Prior Agreement
notwithstanding the exclusion of such terms and conditions from the
Restated Limited Partnership Agreement, and further ratify and
confirm all of the terms, covenants and conditions contained in the
Prior Agreement and hereby incorporate the same by reference into
the Restated Limited Partnership Agreement.
2.
The provisions of this Agreement
shall continue to bind the Company and the Partnership
notwithstanding any further amended or restatement of the Restated
Limited Partnership Agreement unless the Company and the
Partnership shall otherwise agree in writing.
