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EXHIBIT 4.11
REDEMPTION RIGHTS AGREEMENT (COMMON UNITS)
Redemption Rights Agreement, dated July 10, 2002, 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 the parties who are designated as "Contributing Parties" on the
signature
pages hereof (the "Contributing Parties").
R E C I T A L S
WHEREAS, the General Partner is the general partner of the
Partnership;
WHEREAS, shares of common stock, $.10 par value per share, of
the
General Partner (the "Common Stock") are listed on the New York
Stock Exchange;
WHEREAS, pursuant to that certain Agreement and Plan of Merger
dated as
of March 3, 2002 (as the same has been amended and may be further
amended from
time to time, the "Merger Agreement"), among the Partnership, the
General
Partner and the other parties thereto, the Contributing Parties are
being
admitted as limited partners of the Partnership and the Partnership
is issuing
to them 8.5% Series B Cumulative Convertible Preferred Units of
limited
partnership in the Partnership (such units that are being issued
pursuant to the
Merger Agreement or any other securities issued in substitution
therefor
pursuant to the Series B Preferred Unit Designation, the "Series B
Preferred
Units");
WHEREAS, pursuant to the Partnership Agreement (as defined below),
the
Series B Preferred Units may be converted into common units of
limited
partnership in the Partnership (such units into which Series B
Preferred Units
have been converted or any other securities issued in substitution
therefor
(other than pursuant to this Agreement), the "Common Units");
and
WHEREAS, the parties desire to set forth herein the terms and
conditions upon which the Contributing Parties may cause the
Partnership to
redeem their 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 Common Units, an amount of cash equal to the value of the
Share
Purchase Price (computed as of the
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Computation Date and equal to the Current Per Share Market Price on
such
Computation Date multiplied by the number of Shares included in the
Share
Purchase Price) that would be payable with respect to such Common
Units assuming
the Share Purchase Price were paid in full satisfaction of the
Purchase Price
for such 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 have the meaning set forth in the
recitals.
"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.
"Contributing Party Representative" shall mean Jay L. Bernstein, in
his
capacity as a member of Clifford Chance Rogers & Wells LLP, 200
Park Avenue, New
York, New York 10166, (212)878-8375 (facsimile), or such other
Person as the
holders of at least a majority of the issued and outstanding Common
Units held
by Contributing Parties shall designate from time to time by
delivery of written
notice to the General Partner and the Partnership (assuming that
all of the
Series B Preferred Units were converted into Common Units in
accordance with the
Partnership Agreement immediately prior to such designation).
"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.
"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 date upon which all Series B
Preferred
Units have been converted to Common Units and all Common Units have
been
redeemed or purchased in accordance with the terms hereof.
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"Liens" shall have the meaning set forth in the Merger
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 or (d) the liquidation, dissolution or
winding up of
the General Partner.
"Merger Agreement" shall have the meaning set forth in the
recitals.
"Notice" shall have the meaning set forth in Section 3.2.
"Other Rights Agreement" shall mean the "Rights Agreements"
referred to
in the Partnership Agreement other than this Agreement and the
Series B
Preferred Units Redemption Rights Agreement.
"Partnership Agreement" shall mean that certain Second Amended
and
Restated Agreement of Limited Partnership of the Partnership, dated
as of April
1, 1998, as amended by that certain First Amendment thereto dated
as of June 10,
1998, that certain Second Amendment thereto dated as of June 29,
1998, that
certain Third Amendment thereto dated as of February 15, 2002, that
certain
Amendment dated as of April 24, 2002 and that certain Fourth
Amendment thereto
dated as of July 10, 2002 and as the same may be further amended
from time to
time.
"Person" shall mean any natural person, corporation,
partnership,
association, limited liability company, trust or other entity.
"Prospectus" shall have the meaning set forth in Section
4.1(a).
"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.
"Registration Statement" shall have the meaning set forth in
Section
4.1(a).
"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, as the same may change from time to time.
"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.
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"Series B Preferred Units" shall have the meaning set forth in
the
recitals.
"Series B Preferred Unit Designation" shall mean Schedule A to
the
Fourth Amendment referred to in the definition of "Partnership
Agreement".
"Series B Preferred Units Redemption Rights Agreement" shall mean
that
certain Redemption Rights Agreement (Series B Preferred Units)
dated the date
hereof, among the parties hereto.
"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 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 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
adjustment has been
made in respect thereof under the Series B Preferred Unit
Designation or
otherwise).
"Shares" shall mean shares of the Common Stock.
2. Grant of Redemption Rights.
(a) Upon the terms and subject to the conditions contained herein,
the
Partnership does hereby grant to each Contributing Party, and such
Contributing
Party does hereby accept, the right, but without obligation on the
part of such
Contributing Party, to require the Partnership to redeem from time
to time part
or all of the Common Units of such Contributing Party for the Cash
Purchase
Price with respect to such 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 any Contributing Party's exercise
of a
Redemption Right by paying to such 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 Common Units for which such
Contributing Party
exercised its Redemption Rights. If the General Partner assumes
such obligations
with respect to the exercise by any Contributing Party of a
Redemption Right as
to certain Common Units and makes the required payment of the Share
Purchase
Price, the Cash Purchase Price or any combination thereof, then the
Partnership
shall have no obligation to pay any amount to such Contributing
Party with
respect to the exercise of a Redemption Right for such Common
Units, and any
Common Units purchased shall be owned by the General Partner for
all purposes.
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(c) If the General Partner shall assume and satisfy the obligations
of
the Partnership with respect to the exercise of a Redemption Right
by any
Contributing Party, the Partnership, such Contributing Party and
the General
Partner each shall treat the transaction between the General
Partner and such
Contributing Party as a sale of such Contributing Party's Common
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 any
Contributing
Party's 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 Common Units redeemed or purchased and shall have no
further
rights or obligations under this Agreement with respect to such
redeemed or
purchased Common Units; provided, however, that such Contributing
Party's rights
under this Agreement with regard to any other 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.
(f) Notwithstanding anything to the contrary contained herein,
the
General Partner shall not issue the Share Purchase Price upon
exercise of any
Redemption Right with respect to any Common Units unless all of the
Shares so
issued are listed on the New York Stock Exchange and the
Registration Statement
(as herein defined) covering such Shares shall be in effect and
available for
use to effect a public distribution by the holder thereof of such
Shares
immediately upon such issuance and the General Partner only may
issue the Share
Purchase Price to the extent that the issuance of such Shares to
such
Contributing Party does not violate the Certificate of
Incorporation (assuming
such Contributing Party owns no shares of capital stock of the
General Partner
other than those issued pursuant hereto and pursuant to the Series
B Preferred
Units Redemption Rights Agreement).
3. Exercise of Redemption Rights.
3.1 Time for Exercise of Redemption Rights. Each 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 date hereof but prior to the Expiration
Date; provided,
however, that the Redemption Rights may not be exercised at any one
time by any
Contributing Party with respect to less than 1,000 Common Units (or
all the
Common Units then owned by such Contributing Party if such
Contributing Party
owns less than 1,000 Common Units) or in the event that such
exercise of
Redemption Rights (or the assignment of Common Units or delivery of
either the
Cash Purchase Price or the Share Purchase Price with respect
thereto) violates
the terms of the Partnership Agreement, the Certificate of
Incorporation or
applicable law. Once given, a Notice shall be irrevocable subject
to the payment
of the Purchase Price for the 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 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
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certificates, if any, representing such Common Units.
Notwithstanding anything
to the contrary contained herein, in the event that the exercise of
the
Redemption Rights with respect to all of the Common Units of any
deceased
Contributing Party or the Common Units of any partnership, limited
liability
company or pass-through entity that are allocable to a deceased
partner, member
or other Person shall not result in the recognition of gain for
federal income
tax purposes by any party, the Partnership shall have the right to
require the
Contributing Party or partnership, limited liability company or
other
pass-through entity or its legal representative to exercise the
Redemption
Rights as to all of such Common Units and to take any and all
necessary action
hereunder to effect such exercise.
3.3 Closing. The closing of the redemption or purchase and sale
pursuant to an exercise of the Redemption Rights by any
Contributing Party shall
occur within 30 days following the giving of the Notice; provided,
however, that
no closing may occur hereunder prior to the earlier of the one
hundred twentieth
day after the date hereof and the date of effectiveness of the
Registration
Statement. Such 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 Common Units pursuant to an
exercise of
Redemption Rights by a Contributing Party, the Partnership shall
deliver to such
Contributing Party 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 such
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 by check or (b) certificates representing the Shares and any
other
securities and/or other property 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), or a combination thereof.
4. Matters Relating to Shares.
4.1 Registration.
(a) As soon as practicable following the date hereof, the
General
Partner shall file a Registration Statement on Form S-3 or other
appropriate
registration form (the "Registration Statement") with the SEC
covering the
resale by Contributing Parties of the Shares to be issued upon
exercise of the
Redemption Rights assuming full conversion of the Series B
Preferred Units into
Common Units and full satisfaction of the Redemption Rights by
delivery of
Shares and shall use its reasonable best efforts to cause the
Registration
Statement to become effective as soon as practicable thereafter.
Following the
effective date of the Registration Statement and until the Shares
covered by the
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
Registration Statement current, effective and available for the
resale by
Contributing Parties of the Shares delivered to them pursuant
hereto. The
General Partner shall bear all expenses relating to filing such
Registration
Statement and keeping such Registration Statement current,
effective and
available; provided, however, that the General Partner shall not be
responsible
for any brokerage fees or underwriting commissions due and payable
by any
Contributing Party.
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(b) During the time period when the Registration Statement is
required
to be current, eff
