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EXHIBIT -4.15
REDEMPTION RIGHTS AGREEMENT
Redemption Rights Agreement, dated March 5, 2004, among GGP
Limited
Partnership, a Delaware limited partnership (together with its
successors and
assigns, the "Partnership"), General Growth Properties, Inc., a
Delaware
corporation (together with its successors and assigns, the "General
Partner"),
and Koury Corporation, a North Carolina corporation (together with
its
successors and assigns, the "Contributing Party").
RECITALS
WHEREAS, the General Partner is the general partner of the
Partnership;
WHEREAS, shares of common stock of the General Partner (the "Common
Stock")
are listed on the New York Stock Exchange;
WHEREAS, pursuant to that certain Amended and Restated
Contribution
Agreement dated as of March 5, 2004 (as the same has been amended
and may be
further amended from time to time, the "Contribution Agreement"),
among the
Partnership, Contributing Partner and the other parties thereto,
the
Contributing Party is being admitted as a limited partner of the
Partnership and
the Partnership is issuing to it 7% Series E Cumulative Convertible
Preferred
Units of limited partnership in the Partnership (such units that
are being
issued pursuant to the Contribution Agreement or any other
securities issued in
substitution therefor pursuant to the Series E Preferred Unit
Designation, the
"Series E Preferred Units");
WHEREAS, pursuant to the Series E Preferred Unit Designation (as
defined
below), the Series E Preferred Units may be converted into Common
Units (as
defined below) (the Common Units into which Series E Preferred
Units have been
converted or any other securities issued in substitution therefor
(other than
pursuant to this Agreement), the "Subject Common Units"); and
WHEREAS, the parties desire to set forth herein the terms and
conditions
upon which the Contributing Party may cause the Partnership to
redeem its
Subject Common Units.
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.
"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
Subject Common 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
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Date multiplied by the number of Shares included in the Share
Purchase Price)
that would be payable with respect to such Subject Common Units
assuming the
Share Purchase Price were paid in full satisfaction of the Purchase
Price for
such Subject Common Units. In the event that the Share Purchase
Price includes
securities and/or other property other than Shares, then the value
of such other
securities and/or property 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 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.
"Claims" shall have the meaning set forth in Section 4.1(c).
"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.
"Common Units" shall mean common units of limited partnership in
the
Partnership.
"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.
"Contribution Agreement" shall have the meaning set forth in the
recitals.
"Conversion Factor" shall mean 100%, provided that such factor
shall be
adjusted in accordance with Section 6(a).
"Current Per Share Market Price" shall have the meaning set forth
in the
Partnership Agreement.
"Entity" shall mean any corporation, partnership, association,
limited
liability company, trust or other entity.
"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.
"Liens" shall mean liens, pledges, security interests,
mortgages,
encumbrances and other claims of any type or kind.
"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
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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 Second Amended and
Restated
Agreement of Limited Partnership of the Partnership dated April 1,
1998, as
previously amended and as the same may be further amended from time
to time.
"Person" shall mean any natural person or Entity.
"Preferred Units" shall mean preferred units of limited partnership
in the
Partnership that have been issued prior hereto or are issued
hereafter.
"Prospectus" shall mean, with respect to the Resale Registration
Statement,
the prospectus constituting a part thereof, as amended or
supplemented.
"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" 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.
"Resale Registration Statement" shall have the meaning set forth in
Section
4.1(a).
"Rights" shall have the meaning set forth in Section 6(b).
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended,
or any
successor statute.
"Series E Preferred Units" shall have the meaning set forth in
the
recitals.
"Series E Preferred Unit Designation" shall mean Schedule A to
the
amendment to the Partnership Agreement that is being executed and
delivered
concurrently herewith.
"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 Subject Common
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) that have
been issued pursuant thereto) or any other securities or property
(other than
distributions paid in cash), then the Share Purchase Price also
shall
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include such rights, options, warrants or convertible or
exchangeable securities
or other securities or property that a holder of that number of
Shares would
have been entitled to receive had such holder held such Shares
immediately prior
to the time holders of Shares became entitled thereto (except to
the extent that
provision otherwise has been made for such holder to receive such
rights,
options, warrants or convertible or exchangeable securities or
other securities
or property or similar rights, options, warrants or convertible or
exchangeable
securities in respect of Subject Common Units or adjustment
otherwise has been
made in respect thereof).
"Shares" shall mean shares of the Common Stock.
"Subject Common Units" shall have the meaning set forth in the
recitals.
2.
Grant of Redemption Rights.
(a)
Upon the terms and subject to the conditions contained herein,
the
Partnership does hereby grant to the Contributing Party, and the
Contributing
Party does hereby accept, the right, but without obligation on the
part of the
Contributing Party, to require the Partnership to redeem from time
to time part
or all of the Subject Common Units of the Contributing Party for
the Cash
Purchase Price with respect to such Subject Common Units
("Redemption Rights").
(b)
Notwithstanding the provisions of Section 2(a), the General
Partner
may, in its sole and absolute discretion, assume and satisfy the
obligation of
the Partnership with respect to the Contributing Party's exercise
of a
Redemption Right by paying to the Contributing Party, 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 Subject Common Units for which the
Contributing
Party exercised its Redemption Rights; provided, however, that if
at the time of
the satisfaction of such obligation the General Partner is not an
Exchange Act
Reporting Company or the Resale Registration Statement is not then
current and
effective and the General Partner is ineligible to file a
registration statement
with the SEC on Form S-3 (or any successor form), then
notwithstanding anything
to the contrary contained herein, if the General Partner elects to
satisfy such
obligation, then it shall be required to deliver the full Cash
Purchase Price to
the Contributing Party in accordance with the terms hereof. If the
General
Partner duly assumes such obligations with respect to the exercise
by the
Contributing Party of a Redemption Right as to certain Subject
Common Units and
makes the required payment of the Share Purchase Price, the Cash
Purchase Price
or any combination thereof, as applicable, then the Partnership
shall have no
obligation to pay any amount to the Contributing Party with respect
to the
exercise of a Redemption Right for such Subject Common Units, and
any Subject
Common Units purchased shall be owned by the General Partner for
all purposes;
provided, however, that until the General Partner makes such
payment of the
Share Purchase Price, the Cash Purchase Price or any combination
thereof in
accordance with the terms hereof, the Partnership shall remain
liable to the
Contributing Party for the Cash Purchase Price.
(c)
If the General Partner shall duly assume and satisfy the
obligations of
the Partnership with respect to the exercise of a Redemption Right
by the
Contributing Party, the Partnership, the Contributing Party and the
General
Partner each shall treat the transaction between the General
Partner and the
Contributing Party as a sale of the Contributing Party's Subject
Common Units
(or a portion thereof) to the General Partner for federal income
tax purposes.
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(d)
Upon the redemption or purchase of part or all of the
Contributing
Party's Subject Common 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 Subject Common Units redeemed or purchased and
shall have
no further rights or obligations under this Agreement with respect
to such
redeemed or purchased Subject Common Units; provided, however, that
the
Contributing Party's rights under this Agreement with regard to any
other
Subject Common 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. The Contributing Party 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;
provided, however,
that the Redemption Rights may not be exercised at any one time by
the
Contributing Party with respect to less than 3,000 Subject Common
Units (or all
the Common Units then owned by the Contributing Party if the
Contributing Party
owns less than 3,000 Subject Common Units) or in the event that
such exercise of
Redemption Rights (or the assignment of Subject Common Units or
delivery of
either the Cash Purchase Price or the Share Purchase Price with
respect thereto)
violates the Partnership Agreement or applicable law. Once given, a
Notice shall
be irrevocable subject to the payment of the Purchase Price for the
Subject
Common Units specified therein in accordance with the terms
hereof.
3.2
Method of Exercise. The Redemption Rights shall be exercised by
delivery to the Partnership of (a) written notice (the "Notice") in
the form of
Exhibit A specifying the number of the Subject Common 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 Party and
(b) the
certificates, if any, representing such Subject Common Units.
3.3
Closing. The closing of the redemption or purchase and sale
pursuant to
an exercise of the Redemption Rights by the Contributing Party
shall occur
within 30 days following the giving of the Notice. The Contributing
Party shall
execute such other 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 Subject Common Units pursuant to an
exercise of
Redemption Rights by the Contributing Party, the Partnership shall
deliver to
the Contributing Party the Cash Purchase Price in immediately
available funds
or, in the event that the General Partner has duly assumed the
obligations of
the Partnership with respect to such exercise of Redemption Rights,
the General
Partner shall, subject to Section 2(b) hereof, deliver to the
Contributing
Party, 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 and/or other property constituting the Share
Purchase Price,
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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)
Within 15 days after the first issuance of any Shares pursuant
hereto,
the General Partner shall file with the SEC a registration
statement on Form S-3
or other appropriate registration form with the SEC covering the
resale by
Contributing Party of such Shares and all other Shares issuable by
the General
Partner upon exercise of the Redemption Rights assuming full
conversion of the
Series E Preferred Units and full satisfaction of the Redemption
Rights by
delivery of Shares and shall use its reasonable best efforts to
cause such
registration statement (the "Resale Registration Statement") to
become effective
as soon as practicable thereafter. Following the effective date of
the Resale
Registration Statement and until the Shares covered by the Resale
Registration
Statement have been sold or are eligible for resale under Rule
144(k)
promulgated under the Securities Act, the General Partner shall
keep the Resale
Registration Statement current, effective and available for the
resale by
Contributing Party of the Shares delivered to it pursuant
hereto.
(b)
During the time period when the Resale Registration Statement
is
required to be current, effective and available under this Section
4.1, the
General Partner also shall:
(i) promptly prepare and file with the SEC such amendments and
supplements to the Resale Registration Statement and the
Prospectus
relating thereto, as may be necessary to keep the Resale
Registration
Statement effective and to comply with the provisions of the
Securities Act
with
respect to the sale of the Shares covered by the Resale
Registration
Statement whenever Contributing Party shall desire to sell or
otherwise
dispose of the same but in no event beyond the period in which
the
Registration Statement is required to be kept in effect. Upon ten
(10)
business days' notice, the General Partner shall file any
supplement or
post-effective amendment to the Resale Registration Statement with
respect
to
the plan of distribution or a Contributing Party's ownership
interests
in
its Shares that is reasonably necessary to permit the sale of
such
Contributing Party's Shares pursuant to the Resale Registration
Statement;
(ii) furnish to Contributing Party, without charge, such number
of
authorized copies of the Prospectus relating thereto, and any
amendments or
supplements to such Prospectus, in conformity with the requirements
of the
Securities Act, and such other documents as Contributing Party
may
reasonably request in order to facilitate the public sale or
other
disposition of the Shares owned by Contributing Party;
(iii)
