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EXHIBIT 10.9
SEVENTH AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Seventh Amendment to Amended and Restated Agreement of Limited
Partnership (the "Amendment"), dated December ___, 1996, among the undersigned
parties.
R E C I T A L S:
WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership exists pursuant to that certain Amended and Restated Agreement of
Limited Partnership dated July 27, 1993, as amended by that certain First
Amendment thereto dated May 23, 1995, that certain Second Amendment thereto
dated July 13, 1995, that certain Third Amendment thereto dated as of May 21,
1996, that certain Fourth Amendment thereto dated as of August 30, 1996, that
certain Fifth Amendment thereto dated as of October 4, 1996 and that certain
Sixth Amendment thereto dated as of November 27, 1996 (the "Initial Partnership
Agreement");
WHEREAS, concurrently herewith, Forbes/Xxxxx Properties, a Michigan
general partnership ("FCP"), Xxxxxxx Properties, a Michigan general partnership
("JP"), and Lakeview Square Associates, a Michigan general partnership ("LSA"
and, together with FCP and JP, "Contributors"), are being admitted as
additional limited partners of the Partnership pursuant to that certain
Contribution Agreement dated the date hereof, between the Partnership and FCP,
that certain Contribution Agreement dated the date hereof, between the
Partnership and JP, and that certain Contribution Agreement dated the date
hereof, between the Partnership and LSA (collectively, the "Contribution
Agreements"); and
WHEREAS, the parties hereto, being the general partner of the
Partnership, Contributors and a majority in interest of other partners of the
Partnership, desire to amend the Initial Partnership Agreement to reflect the
foregoing admission and certain other understandings as set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the
meanings set forth in the Initial Partnership Agreement, as amended hereby.
2. The issuance of Additional Units to Contributors upon the
terms set forth in the Contribution Agreements (including without limitation
the provisions of Section 11.16 thereof, which are deemed to amend the Initial
Partnership Agreement to the extent that they are inconsistent therewith) is
hereby approved and Contributors are hereby admitted as Additional Partners.
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3. Each Contributor hereby agrees to be bound by the Initial
Partnership Agreement, as the same is amended hereby and as the same hereafter
may be amended.
4. The last sentence of Section 13.7 of the Initial Partnership
Agreement may not be amended to modify the approval rights of a Contributor
without such Contributor's consent. In addition, without the consent of a
majority in interest of the holders of the Units issued pursuant to the
Contribution Agreements and this Amendment, the Initial Partnership Agreement,
as amended hereby, may not be amended to further restrict the transfer of such
Units to persons or entities who are direct or indirect owners of Contributors
on the date hereof and Section 2 hereof may not be amended.
5. Exhibit A of the Initial Partnership Agreement is hereby
deleted and the Exhibit A attached to this Amendment is hereby inserted in lieu
thereof.
6. Except as specifically set forth herein, the Initial
Partnership Agreement shall remain in full force and effect.
7. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware (without regard to its conflicts of law
principles).
8. This Amendment may be executed in counterparts, each of which
shall be an original and all of which together shall constitute the same
document.
9. This Amendment shall be binding upon, and inure to the benefit
of, the parties and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first written above.
GENERAL PARTNER:
GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation
By:_______________________________
Its:___________________________
LIMITED PARTNERS:
APPLETON TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
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FALLBROOK TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST A
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST B
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST C
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST F
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXX INVESTMENT TRUST G
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXXX INVESTMENT TRUST A
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
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XXXXXXX INVESTMENT TRUST B
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXXX INVESTMENT TRUST G
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXXX INVESTMENT TRUST H
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
XXXXXXX FAMILY TRUST G
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
MBA TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
MBB TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
MBC TRUST
By: GENERAL TRUST COMPANY,
Trustee
By:___________________________
Its:_______________________
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The address for each of the foregoing
Limited Partners is as follows:
0000 X. 00xx Xxxxxx
#04A Empire Xxxx
Xxxxx Xxxxx, Xxxxx Xxxxxx 00000
______________________________
Xxxx Xxxxxxxxx
000 Xxx Xxx
Xxx Xxxxxx, Xxxx 00000
XXXXXXX XXXXXXXX REVOCABLE TRUST
By:________________________________
Xxxxxxx Xxxxxxxx, Trustee
000 Xxx Xxx
Xxx Xxxxxx, Xxxx 00000
______________________________
Xxxxxxx Xxxxxxxxx
000 Xxx Xxx
Xxx Xxxxxx, Xxxx 00000
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FORBES/XXXXX PROPERTIES, a
Michigan general partnership
By: __________________________
Xxxxxxx Xxxxx, partner
By: __________________________
Xxxxxx Xxxxxx, partner
XXXXXXX PROPERTIES, a
Michigan general partnership
By: Forbes/Xxxxx Properties, a
Michigan general partnership,
a partner
By: __________________________
Xxxxxxx Xxxxx, partner
By: __________________________
Xxxxxx Xxxxxx, partner
By: The Xxxxxxx Group, a Michigan general
partnership, a partner
By: __________________________
Xxxxxx Xxxxxxx, Trustee under
Trust Agreement dated 7/9/91,
partner
By: The Xxxx Group, a Michigan general
partnership, a partner
By: __________________________
Xxxxx Xxxx, partner
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XXXXXXXX XXXXXX ASSOCIATES, a
Michigan general partnership
By: Forbes/Xxxxx Properties, a
Michigan general partnership,
a partner
By: __________________________
Xxxxxxx Xxxxx, partner
By: __________________________
Xxxxxx Xxxxxx, partner
By: Lakeview Properties, a
Michigan limited partnership,
a partner
By: Forbes/Xxxxx Properties,
a Michigan general partnership,
its general partner
By: __________________________
Xxxxxxx Xxxxx, partner
By: __________________________
Xxxxxx Xxxxxx, partner
The address for Forbes/Xxxxx Properties,
Lakeview Square Associates and Xxxxxxx Properties
is as follows:
000 Xxxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
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EXHIBIT A
PARTNERS
Number
of Percentage
General Partner: Units Interest
--------------- ----- ----------
General Growth
Properties, Inc. 30,468,020.0000 62.9473%
Limited Partners:
----------------
Appleton Trust 1,701,236.4524 3.5148
Fallbrook Trust 488,799.4853 1.0099
Xxxxxx Investment Trust A 1,030,585.6042 2.1292
Xxxxxx Investment Trust B 1,030,585.6042 2.1292
Xxxxxx Investment Trust C 1,030,585.6042 2.1292
Xxxxxx Investment Trust F 1,030,585.6042 2.1292
Xxxxxx Investment Trust G 2,061,171.2084 4.2584
Xxxxxxx Investment Trust A 893,169.4968 1.8453
Xxxxxxx Investment Trust B 891,984.6398 1.8429
Xxxxxxx Investment Trust G 1,783,636.8896 3.6850
Xxxxxxx Investment Trust H 1,783,636.8896 3.6850
MBA Trust 293,305.2273 .6060
MBB Trust 292,120.3700 .6035
MBC Trust 291,854.0225 .6030
Xxxxxxx Family Trust G 498,815.9255 1.0306
Xxxxxxx Xxxxxxxxx 453,791.0000 .9375
Xxx Xxxxxxxxx Xxxxxxxx 7,872.7911 .0163
Xxxx Xxxxxxxxx 7,872.7911 .0163
Xxxxxxx Xxxxxxxx
Revocable Trust 149,706.3938 .3093
Xxx X. Xxxxxxxx 57,620.0000 .1190
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LWLDA Limited Partnership 45,223.0000 .0934
Xxxxx X. Xxxxxxx 57,620.0000 .1190
GDC/A&B Limited Partnership 45,223.0000 .0000
Xxxxxx X. Xxxxx 38,098.0000 .0787
Xxxxxx X. Xxxxx and Xxxxx
Xxxxxx, Husband and Wife,
as Tenants by the Entirety 40,846.0000 .0844
Xxxxxxxx X. Xxxxx 17,647.0000 .0365
Xxxxxxx X.X. Xxxx 29,024.0000 .0600
The Xxxx Family 22,308.0000 .0461
Limited Partnership
Xxxxxx X. Xxxxxxxxxxx 54,625.0000 .1129
Xxxxxx Xxxxxx, Xx. 78,017.0000 .1612
HIA Limited Partnership 107,080.0000 .2212
Xxxxxxxxxxx, Xxxxxxx-Xxxxxx 63,422.0000 .1310
Associates
Xxxxxx Xxxxxxx and
Xxxx Xxxxxxx, Husband
and Wife, as Tenants-by-
the-Entirety 55,670.0000 .1150
Joint Revocable Trust of
Xxxxxx and Xxxxx Xxxxxx 18,557.0000 .0383
Irrevocable Trust of
Xxxxxx Xxxxxx dated
January 24, 1978 F/B/O
Xxxxx Xxxxxx 18,557.0000 .0383
Irrevocable Trust of
Xxxxxx Xxxxxx dated
January 24, 1978 F/B/O
Xxxxxxxx Xxxxxx 18,557.0000 .0383
Forbes/Xxxxx Properties 801,842.0000 1.6566
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Xxxxxxx Properties 346,795.0000 .7165
Lakeview Square Properties 296,363.0000 .6123
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Total Units: 48,402,430.0000 100.0000%
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