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EXHIBIT 10.35
AGREEMENT BETWEEN OPERATING PARTNERSHIPS
This Agreement Between Operating Partnerships (this "Agreement") is
made as of August ___, 1998 by and among Simon Property Group, L.P. (formerly
known as Simon-DeBartolo Group, L.P.), a Delaware limited partnership (the
"Simon Group Partnership"), SPG Realty Consultants, L.P., a Delaware limited
partnership (the "SRC Partnership"), Simon Property Group, Inc., a Delaware
corporation ("Simon Group"), and SPG Realty Consultants, Inc. (formerly known as
Corporate Realty Consultants, Inc.), a Delaware corporation ("SPG Realty").
Unless otherwise indicated, capitalized terms used herein are used herein as
defined in Section 3.
WHEREAS, the parties hereto are entering into this Agreement in
connection with the rights held by the limited partners of Simon Group
Partnership and the SRC Partnership to tender Units of the Simon Group
Partnership ("Simon Group Units") and Units of the SRC Partnership ("SRC Units"
and, together with the Simon Group Units, the "Simon Units"), respectively, in
exchange for either Paired Shares or cash;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties hereto agree as follows:
SECTION 1. AGREEMENT UPON EXCHANGE.
Within nine (9) days after the valid tender pursuant to each
Partnership Agreement of Simon Units, Simon Group and SPG Realty shall make an
election to pay for any of such Simon Units by delivering either Paired Shares
or cash. Such election shall be made pursuant to an agreement as to such
election between Simon Group and SPG Realty. If Simon Group and SPG Realty do
not agree upon the form of consideration for any Simon Unit within such 9-day
period, they shall be deemed to have elected to pay for such Simon Units by
delivering cash.
SECTION 2. DIVIDEND REINVESTMENT PLAN.
With respect to Section 4.5 of each of the Simon Group Partnership
Agreement and the SRC Partnership Agreement, Simon Group and SPG Realty agree
that all amounts received by each of Simon Group and SPG Realty in respect of
its dividend reinvestment plan shall be, pursuant to an agreement between such
parties, either (i) used to effect open market purchases of Paired Shares or
(ii) upon issuance of additional Paired Shares, contributed to the respective
parties in exchange for additional Simon Units. If Simon Group and SPG Realty do
not agree within a reasonable period of time, they shall be deemed to have
elected
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to use such amounts to effect open market purchases of Paired Shares.
SECTION 3. DEFINITIONS. For purposes of this Agreement:
"Paired Share" means one share of Simon Group Common Stock and a pro
rata Trust Interest.
"Partnership Agreements" mean the Simon Group Partnership
Agreement and the SRC Partnership Agreement.
"Simon Group Common Stock" means the shares of Common Stock, par
value $0.0001 per share, of Simon Group.
"SRC Shares" means the Common Stock, par value $0.0001 per share, of
SPG Realty.
"Trust" shall mean the trust owning all of the outstanding SRC
Shares subject to a trust agreement between certain stockholders of Simon Group,
a trustee and SPG Realty pursuant to which all shareholders of Simon Group are
beneficiaries of such Trust.
"Trust Interest" shall mean a beneficial interest in one or more
Trusts associated with or attached to a SRC Share.
SECTION 4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
permitted successors or assigns. In addition, and whether or not any express
assignment shall have been made, the provisions of this Agreement which are for
the benefit of the parties hereto other than Simon Group, SPG Realty, Simon
Group Partnership and SRC Partnership, shall also be for the benefit of and
enforceable by any subsequent holder of any Simon Units.
SECTION 5. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in one or more counterparts, each of which shall be considered an original
counterpart, and shall become a binding agreement when Simon Group, SPG Realty,
Simon Group Partnership, and SRC Partnership shall have each executed a
counterpart of this Agreement.
SECTION 6. TITLES AND HEADINGS. Titles and headings to Articles
and Sections herein are inserted for convenience of reference only and are
not intended to be a part of or to affect the meaning or interpretation of
this Agreement.
SECTION 7. GOVERNING LAW. This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
internal laws of the State of Delaware, without regard to principles of
conflicts of laws as applied in the State of Delaware or any other jurisdiction
which,
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if applied, would result in the application of any laws other than the
internal laws of the State of Delaware.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties hereto or by their duly authorized officers, all as of
the date first above written.
SIMON PROPERTY GROUP, L.P.
By: Simon Property Group, Inc., as
Managing General Partner
By:_________________________
Name:
Title:
SPG REALTY CONSULTANTS, L.P.,
By: SPG Realty Consultants, Inc., as
Managing General Partner
By:_________________________
Name:
Title:
SIMON PROPERTY GROUP, INC.
By:_________________________
Name:
Title:
SPG REALTY CONSULTANTS, INC.
By:_________________________
Name:
Title: