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EXHIBIT 10(n)
THIRTEENTH AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Thirteenth Amendment to Amended and Restated Agreement of Limited
Partnership (the "Amendment"), dated October 23, 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 dated June
19, 1997, that certain Ninth Amendment dated August 8, 1997 (the "Initial
Partnership Agreement"), that certain Tenth Amendment dated as of September 8,
1997, that certain Eleventh Amendment dated as of September 11, 1997 and that
certain Twelfth Amendment thereto dated October 15, 1997;
WHEREAS, concurrently herewith, Peter D. Leibowits ("Contributor") is
being admitted as an additional limited partner of the Partnership pursuant to
that certain Contribution Agreement dated September 25, 1997, between the
Partnership, General Growth Properties, Inc., a Delaware corporation and the
general partner of the Partnership (the "General Partner"), and Contributor
(the "Contribution Agreement"); and
WHEREAS, the parties hereto, being the general partner of the Partnership,
Contributor and a majority in interest of other partners of the Partnership,
desire to amend the Initial Partnership Agreement to reflect the foregoing
admission, a previous transfer of units of partnership interest, a previous
redemption of 55,900 units of partnership interest 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 Additional Units to Contributor upon the terms set
forth in the Contribution Agreement is hereby approved and Contributor is
hereby admitted as an Additional Partner.
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3. 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 Contributor without the
consent of Contributor. In addition, without the consent of Contributor,
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.
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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:_______________________
______________________________
Peter D. Leibowits
32 Lafayette Place
Greenwich, Connecticut 06830
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EXHIBIT A
PARTNERS
Number
of Percentage
General Partner: Units Interest
---------------- ----- --------
General Growth
Properties, Inc. 35,344,791.0000
Limited Partners:
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M.B. Capital Partners III 15,571,609.6062
Stanley Richards
Revocable Trust 149,706.3938
Joe W. Lowrance 57,620.0000
LWLDA Limited Partnership 45,223.0000
Brent M. Milgrom 57,620.0000
GDC/A&B Limited Partnership 45,223.0000
Edward S. Brown 38,098.0000
Edward S. Brown and Susan
Garber, Husband and Wife,
as Tenants by the Entirety 40,846.0000
Lawrence A. Brown 17,647.0000
Merrill H.J. Roth 29,024.0000
The Roth Family 22,308.0000
Limited Partnership
Arthur B. Morgenstern 54,625.0000
Joseph Straus, Jr. 78,017.0000
HIA Limited Partnership 80,001.0000
Morgenstern, Rounick-Weiner 63,422.0000
Associates
Marvin Rounick and
Judy Rounick, Husband
and Wife, as Tenants-by-
the-Entirety 55,670.0000
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Joint Revocable Trust of
Warren and Penny Weiner 18,557.0000
Irrevocable Trust of
Warren Weiner dated
January 24, 1978 F/B/O
Robyn Weiner 18,557.0000
Irrevocable Trust of
Warren Weiner dated
January 24, 1978 F/B/O
Kimberly Weiner 18,557.0000
Forbes/Cohen Properties 801,842.0000
Jackson Properties 346,795.0000
Lakeview Square Properties 296,363.0000
CA Southlake Investors, Ltd. 353,537.0000
Peter D. Leibowits . .
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Total Units: . 100.0000%
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