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Exhibit 10.19
FIRST AMENDMENT TO
STOCKHOLDERS AGREEMENT
This FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this "Agreement")
is
made and entered into as of September 10, 1996 by and among
GGP/HOMART, INC., a
Delaware corporation (the "Company"), GGP LIMITED PARTNERSHIP, a
Delaware
limited partnership ("GGP"), THE COMPTROLLER OF THE STATE OF NEW
YORK AS TRUSTEE
OF THE COMMON RETIREMENT FUND ("NYSCRF"), a fund, established
pursuant to NY
Retirement and Social Security Law Section 422, in the custody of
the
Comptroller of the State of New York, EQUITABLE LIFE INSURANCE
COMPANY OF IOWA,
USG ANNUITY & LIFE COMPANY, TRUSTEES OF THE UNIVERSITY OF
PENNSYLVANIA and
GENERAL GROWTH PROPERTIES, INC., a Delaware corporation ("GG
Properties"). GGP,
NYSCRF, EQUITABLE LIFE INSURANCE COMPANY OF IOWA, USG ANNUITY &
LIFE COMPANY AND
TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA are sometimes referred
to herein
individually as a "Stockholder" or collectively as the
"Stockholders."
RECITALS
A. The Company, the Stockholders and GG Properties entered into
that
certain Stockholders Agreement, dated as of December 20, 1996 (the
"Original
Agreement"). Capitalized terms used herein but not defined herein
shall have the
meanings assigned to them in the Original Agreement.
B. The Company, the Stockholders and GG Properties desire to amend
the
Original Agreement in the manner set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable
consideration,
receipt and sufficiency of which is hereby acknowledged, the
Company, the
Stockholders and GG Properties hereby agree as follows:
1. Section 1.12 of the Original Agreement is hereby deleted in
its
entirety and replaced with the following:
"1.12 "Cash Reserves" shall mean an amount funded from the
Initial
Subscription as determined by the Board plus the aggregate amount
of all Reserve
Amounts."
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2. Schedule VII, Part 1, of the Original Agreement is hereby
amended
by replacing the words "[open The system known as MRI is currently
deemed
acceptable for such purposes]." in Section B, subheading Property
level,
subsidiary level and corporate accounting, with the words
"Management shall
commence conversion of the computerized management reporting system
to the MRI
accounting system no later than January 1997 and use all reasonable
efforts to
complete the conversion process by the end of July 1997."
3. The parties hereto agree that notwithstanding anything to
the
contrary in t
