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EXHIBIT 10(l)
ELEVENTH AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Eleventh Amendment to Amended and Restated Agreement of Limited
Partnership (the "Amendment"), dated as of September 11, 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, that certain Eighth Amendment thereto
dated as of June 19, 1997, that certain Ninth Amendment thereto dated as of
August 8, 1997 and that certain Tenth Amendment thereto dated as of September
8, 1997 (the "Initial Partnership Agreement");
WHEREAS, on the date hereof, General Growth Properties, Inc., a Delaware
corporation and the general partner of the Partnership (the "General Partner"),
sold 577,680 shares of its common stock, $.10 par value per share, to Smith
Barney Inc. and received proceeds of $18,830,562.75 (the "Proceeds");
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 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 577,680 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 issuance of the Shares.
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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. The parties hereby acknowledge that, for purposes of Sections 6.11
and 13.7 of the Initial Partnership Agreement, as amended hereby, the Bucksbaum
Limited Partners include M.B. Capital Partners III and its successors and
assigns.
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:
--------------------------------
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:___________________________
Its:_______________________
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EXHIBIT A
PARTNERS
Number
of Percentage
General Partner: Units Interest
---------------- ----- --------
General Growth 35,373,612.0000 65.9198
Properties, Inc.
Limited Partners:
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M.B. Capital Partners III 15,571,609.6062 29.0182
Stanley Richards
Revocable Trust 149,706.3938 0.2790
Joe W. Lowrance 57,620.0000 0.1074
LWLDA Limited Partnership 45,223.0000 0.0843
Brent M. Milgrom 57,620.0000 0.1074
GDC/A&B Limited Partnership 45,223.0000 0.0843
Edward S. Brown 38,098.0000 0.0710
Edward S. Brown and Susan
Garber, Husband and Wife,
as Tenants by the Entirety 40,846.0000 0.0761
Lawrence A. Brown 17,647.0000 0.0329
Merrill H.J. Roth 29,024.0000 0.0541
The Roth Family 22,308.0000 0.0416
Limited Partnership
Arthur B. Morgenstern 54,625.0000 0.1018
Joseph Straus, Jr. 78,017.0000 0.1454
HIA Limited Partnership 107,080.0000 0.1995
Morgenstern, Rounick-Weiner 63,422.0000 0.1182
Associates
Marvin Rounick and
Judy Rounick, Husband
and Wife, as Tenants-by-
the-Entirety 55,670.0000 0.1037
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Joint Revocable Trust of
Warren and Penny Weiner 18,557.0000 0.0346
Irrevocable Trust of
Warren Weiner dated
January 24, 1978 F/B/O
Robyn Weiner 18,557.0000 0.0346
Irrevocable Trust of
Warren Weiner dated
January 24, 1978 F/B/O
Kimberly Weiner 18,557.0000 0.0346
Forbes/Cohen Properties 801,842.0000 1.4943
Jackson Properties 346,795.0000 0.6463
Lakeview Square Properties 296,363.0000 0.5523
CA Southlake Investors, Ltd. 353,537.0000 0.6588
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Total Units: 53,661,559.0000 100.0000
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