Exhibit 3.1
AMENDED AND RESTATED
AGREEMENT
OF LIMITED PARTNERSHIP OF
THE ROUSE COMPANY LP
This Amended and Restated Agreement
of Limited Partnership (this “ Agreement ”) of
The Rouse Company LP (the “ Partnership ”) is
entered into as of the 12 th day of November, 2004,
between Rouse LLC, a Delaware limited liability company (the
“ General Partner ”), and GGP Limited
Partnership, a Delaware limited partnership (the “Limited
Partner”). General Partner and Limited Partner are sometimes
referred to herein collectively as the “ Partners
”.
WHEREAS, the General Partner and
General Growth Properties, Inc. (the “ Former Limited
Partner ”) formed the Partnership pursuant to an
Agreement of Limited Partnership, dated as of November 4, 2004 (the
“ Original Partnership Agreement ”), between the
General Partner and the Former Limited Partner;
WHEREAS, the Former Limited Partner
has contributed its 99% partnership interest in the Partnership to
the Limited Partner pursuant to a Contribution Agreement, dated as
of November 12, 2004, between the Former Limited Partner and the
Limited Partner;
WHEREAS, the General Partner and the
Limited Partner now desire to amend and restate the Original
Partnership Agreement as set forth in this Agreement.
1
NOW, THEREFORE, in consideration of
the premises, and of the agreements contained herein, the Partners
agree as follows:
1.
Name. The name of the limited partnership is The Rouse
Company LP.
2.
Purpose . The Partnership is organized for the purpose
of engaging in any businesses or activities that may lawfully be
engaged in by a limited partnership formed under the Act,
including, without limitation, purchasing, investing in, financing,
selling and otherwise dealing with direct and indirect interests in
real estate assets (including loans secured by or relating to real
estate assets or interests therein), other assets and in companies
or entities owning such assets, and engaging in any and all
activities necessary or incidental to the foregoing. The
Partnership is empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or
convenient for the furtherance and accomplishment of the purposes
and business of the Partnership and for the protection and benefit
of the Partnership.
3.
Registered Office
. The registered office of the
Partnership in the State of Delaware is 2711 Centerville, Suite
400, Wilmington, Newcastle County, Delaware 19808.
4.
Registered Agent
. The name and address of the
registered agent of the Partnership for service of process on the
Partnership in the State of Delaware is Corporation Service
Company, 2711 Centerville, Suite 400, Wilmington, Newcastle County,
Delaware 19808.
2
5.
Partners . The names and the business, residence or
mailing address of the Limited Partner and the General Partner are
as follows:
Limited Partner
GGP Limited Partnership
c/o General Growth Properties,
Inc.
110 North Wacker Drive
Chicago, Illinois 60606
General Partner
Rouse LLC
c/o General Growth Properties,
Inc.
110 North Wacker Drive
Chicago, Illinois 60606
6.
Powers . The powers of the General Partner include all
powers, statutory and otherwise, possessed by general partners
under the laws of the State of Delaware.
Except as provided herein, the
management of the Partnership shall be vested exclusively in the
General Partner. Except as provided herein, the Limited Partner
shall have no part in the operation or management of the
Partnership and shall have no authority or right to act on behalf
of or to bind the Partnership in connection with any
matter.
The General Partner shall have the
exclusive right, power and authority on behalf and in the name of
the Partnership to carry out any and all of the objects and
purposes of the Partnership and to perform all acts in furtherance
thereof, including, without limitation:
3
(a)
acquire by purchase, lease,
contribution of property or otherwise, own, hold, sell, convey,
transfer or dispose of any real or personal property which may be
necessary, convenient or incidental to the accomplishment of the
purpose of the Partnership;
(b)
act as a trustee, executor, nominee,
bailee, director, officer, agent or in some other fiduciary
capacity for any person or entity and to exercise all of the
powers, duties, rights and responsibilities associated
therewith;
(c)
take any and all actions necessary,
convenient or appropriate as trustee, executor, nominee, bailee,
director, officer, agent or other fiduciary, including the granting
or approval of waivers, consents or amendments of rights or powers
relating thereto and the execution of appropriate documents to
evidence such waivers, consents or amendments;
(d)
operate, purchase, maintain,
finance, improve, own, sell, convey, assign, mortgage, lease or
demolish or otherwise dispose of any real or personal property
which may be necessary, convenient or incidental to the
accomplishment of the purposes of the Partnership;
(e)
borrow money and issue evidences of
indebtedness in furtherance of any or all of the purposes of the
Partnership or give guaranties or indemnities in respect of
indebtedness or obligations of the Partnership or any other person,
and secure the same by mortgage, pledge or other lien on the assets
of the Partnership;
(f)
invest any funds of the Partnership
pending distribution or payment of the same pursuant to the
provisions of this Agreement;
4
(g)
prepay in whole or in part,
refinance, recast, increase, modify or extend any indebtedness of
the Partnership and, in connection therewith, execute any
extensions, renewals or modifications of any mortgage or security
agreement securing such indebtedness;
(h)
enter into, perform and carry out
any and all agreements, guaranties, indemnities or contracts of any
kind, including, without limitation, contracts with any person or
entity affiliated with the Partners, necessary to, in connection
with, convenient to, or incidental to the accomplishment of the
purposes of the Partnership;
(i)
employ or otherwise engage
employees, managers, contractors, advisors, attorneys and
consultants and pay reasonable compensation for such
services;
(j)
enter into partnership, limited
liability companies, trusts, associations, corporations or other
ventures with other persons or entities in furtherance of the
purpose, of the Partnership; and
(k)
do such other things and engage in
such other activities related to the foregoing as may be necessary,
convenient or incidental to the conduct of the business of the
Partnership, and have and exercise all of the powers and rights
conferred upon limited liability companies formed pursuant to the
Act.
The Limited Partner agrees that all
determinations, decisions and actions made or taken by the General
Partner shall be conclusive and absolutely binding upon the
Partnership, the Limited Partners and its successors and
assigns.
7.
Term . The Partnership shall dissolve, and its
affairs shall be wound up, upon the first to occur of one of the
following events: (a) the General Partner
5
approves in writing, (b) the Partnership sells
or otherwise disposes of its interest in all or substantially all
of its property, (c) the filing of a voluntary or involuntary
petition for relief under Title 11 of the United States Code by or
against the General Partner or the occurrence of any other event of
withdrawal of the General Partner, as defined in Section 17-402 of
the Act, unless within 180 days after the occurrence of such event,
the Limited Partner continues the business of the Partnership and
appoints, effective as of the date of such event, one or more
additional general partners of the Partnership; or (d) an entry of
a decree of judicial dissolution has occurred under § 17-802
of the Act.
8.
Capital Contributions
. As of the date hereof, the
Partners of the Partnership have contributed amounts, in cash, and
no other property, to the Partnership in the following relative
percentages:
|
Limited Partner
|
|
99.0
|
%
|
|
|
|
|
|
|
General Partner
|
|
1.0
|
%
|
9.
Additional
Contributions . The
General Partner may, at any time and from time to time, require the
Partners, and all Partners hereby agree, to make additional cash
capital contributions to the Partnership that the General Partner
determines are necessary to conduct the business of the
Partnership. Any capital call (a) shall be made by written or oral
notice given by the General Partner to all of the Partners and (b)
shall be apportioned pro rata among the Partners in accordance with
the respective percentage interests of the Partners in the
Partnership.
6
10.
Allocations of Profit and
Losses .
(a)
The Partnership’s profits and
losses shall be allocated in proportion to the respective
percentage interests of the Partners of the Partnership.
(b)
The fiscal year of the Partnership
for financial statement and federal income tax purposes shall be
the calendar year or shall end on such other date determined by the
General Partner.
11.
Distributions
. At the time determined by the
General Partner, the General Partner shall cause the Partnership to
distribute any cash held by it which is not reasonably necessary
for the operation of the Partnership. Cash available for
distribution shall be distributed to the Partners in proportion to
the respective percentage interests in the Partnership.
12.
Treatment for Tax
Purposes . The Partners
agree that the Partnership will be treated as a disregarded entity
for U.S. federal tax purposes. The General Partner shall, if
necessary, file all forms (including any attachments thereto) with
the Internal Revenue Service necessary to effect such status, and
the Limited Partner agrees that it will promptly take any action
requested by the General Partner in order (a) to allow the General
Partner to duly file such forms or (b) otherwise to effect such
status, and take no action contradictory to such status.
13.
Assignments
. No Partner may assign, pledge,
hypothecate or otherwise transfer all or part of its partnership
interests in the Partnership without the consent of the General
Partner.
7
14.
Withdrawal
. No right is given to any Partner
of the Partnership to withdraw from the Partnership.
15.
Additional Partners
.
(a)
No additional limited partners
(“ Additional Limited Partners ”) may be
admitted to the Partnership without the consent of the General
Partner.
(b)
After the admission of any
Additional Limited Partner pursuant to this Section 15, the
Partnership shall continue as a limited partnership under the
Act.
(c)
The admission of Additional Limited
Partners to the Partnership pursuant to this Section 15 shall be
accomplished by the amendment of this Agreement of Limited
P
