0001047469-10-004564 Sample Contracts

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF GGPLP L.L.C.
General Growth Properties Inc • April 30th, 2010 • Real estate investment trusts

THIS SIXTH AMENDMENT (the “Amendment”) is made and entered into this 12th day of November, 2004, by and among the undersigned parties.

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 30th, 2010 • General Growth Properties Inc • Real estate investment trusts

Amendment to Registration Rights Agreement (the “Amendment”), dated as of February 1, 2000, among General Growth Properties, Inc., a Delaware corporation (the “REIT”), General Growth Companies, Inc., a Delaware corporation (the “New Investor”) and the other parties whose names are set forth under the caption “Existing Investors” on the signature pages hereto.

GENERAL GROWTH PROPERTIES, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • April 30th, 2010 • General Growth Properties Inc • Real estate investment trusts • Delaware

THIS AGREEMENT is made and entered into as of the <<Date>> by and between GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (the “Company”), and <<Employee_Name>> (the “Director”).

REDEMPTION RIGHTS AGREEMENT
Redemption Rights Agreement • April 30th, 2010 • General Growth Properties Inc • Real estate investment trusts • Delaware

WHEREAS, pursuant to that certain Contribution and Sale Agreement dated as of November 26, 2003 (as the same has been amended and may be further amended from time to time, the “Purchase 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 6.5% Series D Cumulative Convertible Preferred Units of limited partnership in the Partnership (such units that are being issued pursuant to the Purchase Agreement or any other securities issued in substitution therefor pursuant to the Series D Preferred Unit Designation, the “Series D Preferred Units”);

GENERAL GROWTH PROPERTIES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 30th, 2010 • General Growth Properties Inc • Real estate investment trusts • Delaware

THIS AGREEMENT is made and entered into as of , 20 (the “Grant Date”) by and between GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (the “Company”), and [DIRECTOR’S NAME] (“Director”).

AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
General Growth Properties Inc • April 30th, 2010 • Real estate investment trusts

WHEREAS, a Delaware limited partnership known as GGP Limited Partnership (the “Partnership”) exists pursuant to that certain Second Amended and Restated Agreement of Limited Partnership of GGP Limited Partnership dated as of April 1, 1998, as amended (the “Second Restated Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
General Growth Properties Inc • April 30th, 2010 • Real estate investment trusts

WHEREAS, a Delaware limited partnership known as GGP Limited Partnership (the “Partnership”) exists pursuant to that certain Second Amended and Restated Agreement of Limited Partnership of GGP Limited Partnership dated as of April 1, 1998, as amended (the “Second Restated Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;

GENERAL GROWTH PROPERTIES, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • April 30th, 2010 • General Growth Properties Inc • Real estate investment trusts • Delaware

THIS AGREEMENT is made and entered into as of <<Date>> (the “Grant Date”) by and between GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (the “Company”) and <<Employee_Name>> (the “Optionee”).

AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
General Growth Properties Inc • April 30th, 2010 • Real estate investment trusts

WHEREAS, a Delaware limited partnership known as GGP Limited Partnership (the “Partnership”) exists pursuant to that certain Second Amended and Restated Agreement of Limited Partnership of GGP Limited Partnership dated as of April 1, 1998, as amended (the “Second Restated Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;

AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
General Growth Properties Inc • April 30th, 2010 • Real estate investment trusts

The term “Common Unit Reallocated Amount” shall mean an amount equal to the difference between (I) the amount of Net Income allocable to the Series B Preferred Units pursuant to subparagraph (a)(4) with respect to such fiscal year or other period, and (II) the product obtained by multiplying (A) a fraction, the numerator of which is the number of the Common Units into which the Series B Preferred Units are convertible and the denominator of which is the sum of the number of Common Units into which the Series B Preferred Units are convertible plus the number of Common Units and (B) the sum of (i) the Net Income allocable to the Series B Preferred Units pursuant to subparagraph (a)(4) with respect to such fiscal year or other period and (ii) the Net Income allocable to the Common Units pursuant to subparagraph (a)(5) with respect to such fiscal year or other period. The Common Unit Reallocated Amount shall be calculated based on the amounts of Net Income allocable under subparagraphs (a)

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