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EXHIBIT 10(j)
NINTH AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Ninth Amendment to Amended and Restated Agreement of Limited Partnership
(the "Amendment"), dated as of August 8, 1997, 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, that certain Sixth
Amendment thereto dated as of November 27, 1996, that certain Seventh Amendment
thereto dated as of December 6, 1996 and that certain Eighth Amendment thereto
dated as of June 19, 1997 (the "Initial Partnership Agreement");
WHEREAS, as of the date hereof, General Growth Properties, Inc., a
Delaware corporation and the general partner of the Partnership (the "General
Partner"), sold 4,000,000 shares of its common stock, $.10 par value per share,
in a public offering (the "Offering") and, in connection therewith, received
gross proceeds of $135.6 million (the "Proceeds"); and
WHEREAS, pursuant to the Initial Partnership Agreement, the General
Partner has made, as of the date hereof, an additional contribution to the
capital of the Partnership in the amount of the Proceeds; and
WHEREAS, the parties hereto, being the general partner of the Partnership
and a majority in interest of other partners of the Partnership, desire to
amend the Initial Partnership Agreement to reflect the foregoing, the previous
transfers of certain units of partnership interest, the previous redemption by
the Partnership of 31,852 units of partnership interest in the Partnership held
by the General Partner 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 4,000,000 additional Units to the General Partner in
consideration of the contribution of the Proceeds to the capital of the
Partnership is hereby approved, and any and all notices relating thereto are
hereby waived. The Partnership shall bear all expenses incurred by the Company
in connection with the Offering.
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3. Exhibit A of the Initial Partnership Agreement is hereby deleted and
Exhibit A in the form attached to this Amendment is hereby inserted in lieu
thereof.
4. Except as specifically set forth herein, the Initial Partnership
Agreement shall remain in full force and effect.
5. 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).
6. This Amendment may be executed in counterparts, each of which shall be
an original and all of which together shall constitute the same document.
7. 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:
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Its:
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LIMITED PARTNERS:
M.B. CAPITAL PARTNERS III, a South
Dakota general partnership
By: GENERAL TRUST COMPANY, not
individually but solely as Trustee
of Martin Investment Trust G, a partner
By:
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Its:
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EXHIBIT A
PARTNERS
Number
of Percentage
General Partner: Units Interest
---------------- ----- --------
General Growth
Properties, Inc. 34,445,932.0000 65.3203
Limited Partners:
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M.B. Capital Partners III 15,571,609.6062 29.5285
Stanley Richards
Revocable Trust 149,706.3938 0.2839
Joe W. Lowrance 57,620.0000 0.1093
LWLDA Limited Partnership 45,223.0000 0.0858
Brent M. Milgrom 57,620.0000 0.1093
GDC/A&B Limited Partnership 45,223.0000 0.0858
Edward S. Brown 38,098.0000 0.0722
Edward S. Brown and Susan
Garber, Husband and Wife,
as Tenants by the Entirety 40,846.0000 0.0775
Lawrence A. Brown 17,647.0000 0.0335
Merrill H.J. Roth 29,024.0000 0.0550
The Roth Family 22,308.0000 0.0423
Limited Partnership
Arthur B. Morgenstern 54,625.0000 0.1036
Joseph Straus, Jr. 78,017.0000 0.1479
HIA Limited Partnership 107,080.0000 0.2031
Morgenstern, Rounick-Weiner 63,422.0000 0.1203
Associates
Marvin Rounick and
Judy Rounick, Husband
and Wife, as Tenants-by-
the-Entirety 55,670.0000 0.1056
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Joint Revocable Trust of
Warren and Penny Weiner 18,557.0000 0.0352
Irrevocable Trust of
Warren Weiner dated
January 24, 1978 F/B/O
Robyn Weiner 18,557.0000 0.0352
Irrevocable Trust of
Warren Weiner dated
January 24, 1978 F/B/O
Kimberly Weiner 18,557.0000 0.0352
Forbes/Cohen Properties 801,842.0000 1.5205
Jackson Properties 346,795.0000 0.6576
Lakeview Square Properties 296,363.0000 0.5620
CA Southlake Investors, Ltd. 353,537.0000 0.6704
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Total Units: 52,733,879.0000 100.0000
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