<PAGE>

EXHIBIT 4.9

                           REDEMPTION RIGHTS AGREEMENT

          Redemption Rights Agreement, dated as of July 21, 1998 (this
"Agreement"), among GGP Limited Partnership, a Delaware limited partnership (the
"Partnership"), General Growth Properties, Inc., a Delaware corporation (the
"General Partner"), Nashland Associates, a Tennessee general partnership
("Nashland") and HRE Altamonte, Inc., a Delaware corporation ("HRE", and each of
HRE and Nashland a "Contributing Partner").

                                    RECITALS

          WHEREAS, concurrently herewith, each Contributing Partner is being
admitted as a limited partner of the Partnership, the general partner of which
is the General Partner;

          WHEREAS, shares of common stock, $.10 par value per share, of the
General Partner (the "Common Stock") are listed on the New York Stock Exchange;
and

          WHEREAS, the parties desire to set forth herein the terms and
conditions upon which each Contributing Partner may cause the Partnership to
redeem its limited partnership units in the Partnership.

          NOW, THEREFORE, the parties hereby agree as follows:

          1. Definitions. For purposes of this Agreement, the following terms
shall have the meanings set forth below:

          "Acts" shall mean the Securities Act and the Exchange Act,
collectively.

          "Affiliates" shall mean "affiliates" as defined pursuant to the
Securities Act and the regulations promulgated thereunder.

          "Business Day" shall mean any day upon which commercial banks are open
for business in Chicago, Illinois.


                                        1

<PAGE>

          "Cash Purchase Price" shall mean, with respect to any redeemed or
purchased Units, an amount of cash equal to the value of the Share Purchase
Price (computed as of the Computation Date and equal to the Current Per Share
Market Price on such Computation Date multiplied by the number of Shares) that
would be payable with respect to such Units assuming the Share Purchase Price
were paid in full satisfaction of the Purchase Price of such Units. In the event
that the Share Purchase Price includes securities other than Shares, then the
value of such other securities shall be determined by the General Partner acting
in good faith on the basis of the closing prices of securities if listed on a
nationally recognized exchange and otherwise on the basis of such quotations and
other information as the General Partner considers, in its reasonable judgment,
appropriate.

          "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the General Partner, as the same may be amended from time to
time.

          "Code" shall mean the Internal Revenue Code of 1986, as amended, or
any successor code.

          "Common Stock" shall have the meaning set forth in the recitals.

          "Computation Date" shall mean the date on which the applicable Notice
is received by the Partnership or, if such date is not a Business Day, the first
Business Day thereafter.

          "Contribution Agreement" shall mean that certain Contribution and
Exchange Agreement dated as of July 10, 1998, among the Partnership, Altamonte
Springs Mall, L.P., Nashland and HRE as the same has been and may hereafter be
amended from time to time, pursuant to which this Agreement is being executed.

          "Conversion Factor" shall mean 100%, provided that such factor shall
be adjusted in accordance with Section 6(a).

          "Current Per Share Market Price" shall have the meaning set forth in
the Partnership Agreement.


                                        2

<PAGE>

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor statute.

          "Exchange Act Reporting Company" shall mean any corporation or other
entity which is subject to the reporting requirements of the Exchange Act.

          "Expiration Date" shall mean the earlier of (a) December 31, 2045 and
(b) the date upon which all Units have been redeemed or purchased in accordance
with the terms hereof.

          "Holders" shall have the meaning set forth in the preamble of Exhibit
B.

          "Liens" shall have the meaning set forth in the Contribution
Agreement.

          "Major Transaction Event" shall mean, with respect to the General
Partner, (a) a reclassification, capital reorganization or other similar change
regarding or affecting outstanding Shares (other than a change addressed in
Section 6(a)); (b) a merger or consolidation of the General Partner with one or
more other corporations or entities, other than a merger pursuant to which the
General Partner is the surviving corporation and the outstanding Shares are not
affected, (c) a sale, lease or exchange of all or substantially all of the
General Partner's assets or (d) the liquidation, dissolution or winding up of
the General Partner.

          "Notice" shall have the meaning set forth in Section 3.2.

          "Partnership Agreement" shall mean that certain Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated April 1,
1998 and as the same has been and may be further amended.

          "Person" shall mean any natural person, corporation, partnership,
association, limited liability company, trust or other entity.

          "Purchase Price" shall mean the Cash Purchase Price or the Share
Purchase Price, or a combination thereof.


                                        3

<PAGE>

          "Redemption Rights" shall have the meaning set forth in Section 2.

          "Registrable Securities" shall have the meaning set forth in Section
1.01 of Exhibit B.

          "Registration Expenses" shall mean all expenses incident to the
General Partner's performance of or compliance with the registration
requirements set forth in this Agreement (including in Exhibit B), including
without limitation (a) the fees, disbursements and expenses of the General
Partner's counsel and accountants in connection with the registration of Shares
and other Registrable Securities; (b) all expenses in connection with the
preparation and printing of the registration statement or statements, any
preliminary or final prospectus, any other offering documents and amendments and
supplements thereto; (c) the cost of printing or producing any blue sky or legal
investment memoranda or other documents in connection with the offering, sale or
delivery of the Shares and other Registrable Securities; (d) all expenses in
connection with the qualification of the Shares and other Registrable Securities
under state securities laws; (e) the fees and expenses incurred in connection
with the listing of the Shares and other Registrable Securities on each
securities exchange on which securities of the same class are then listed and
(f) all SEC, stock exchange and National Association of Securities Dealers, Inc.
registration and filing fees. Notwithstanding the foregoing, Registration
Expenses shall not include (and the General Partner will pay) any costs incurred
by the Partnership or the General Partner in preparing any document that is
incorporated by reference in a registration statement, or any professional fee
or other expenses, that would have been incurred apart from the obligation of
the General Partner hereunder to file a registration statement.

          "Registration Rights" shall have the meaning set forth in Section 4.1.

          "REIT" shall mean real estate investment trust as such term is defined
under the Code.

          "REIT Requirements" shall have the meaning set forth in the
Partnership Agreement, as the same may change from time


                                        4

<PAGE>

to time.

          "SEC" shall mean the Securities and Exchange Commission.

          "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor statute.

          "Share Purchase Price" shall mean, with respect to the exercise of any
Redemption Rights and subject to the provisions of Section 6(c), a number of
Shares equal to the product of (a) the number of Units being redeemed or
purchased multiplied by (b) the Conversion Factor; provided, however, that, in
the event the General Partner, after the date of this Agreement, issues to all
holders of Shares rights, options, warrants or convertible or exchangeable
securities entitling the stockholders to subscribe for or purchase Shares (other
than rights referred to in Section 6(b)) or any other securities or property,
then the Share Purchase Price also shall include such rights, options, warrants
or convertible or exchangeable securities that a holder of that number of Shares
would have been entitled to receive.

          "Shares" shall mean shares of the Common Stock.

          "Unitholder" shall mean the Person who at the time in question holds
one or more Units in accordance with the Partnership Agreement, as the same may
be amended from time to time.

          "Units" shall mean the limited partnership units in the Partnership
issued to the Contributing Partners pursuant to the Contribution Agreement.

          2. Grant of Redemption Rights.

          (a) Upon the terms and subject to the conditions contained herein, the
Partnership does hereby grant to each Contributing Partner, and each
Contributing Partner does hereby accept, the right, but without obligation on
the part of such Contributing Partner, to require the Partnership to redeem from
time to time part or all of the Units of such Contributing Partner for the Cash
Purchase Price ("Redemption Rights").


                                        5

<PAGE>

          (b) Notwithstanding the provisions of Section 2(a), the General
Partner may, in its sole and absolute discretion, assume the obligation of the
Partnership with respect to and satisfy each Contributing Partner's exercise of
a Redemption Right by paying to such Contributing Partner, at the General
Partner's election (which may be exercised in the General Partner's sole
discretion), either the Cash Purchase Price or the Share Purchase Price (or a
combination thereof) with respect to the Units for which such Contributing
Partner exercised its Redemption Rights. If the General Partner assumes such
obligations of the Partnership with respect to the exercise by a Contributing
Partner of a Redemption Right as to certain Units and makes the required
payment, then the Partnership shall have no obligation to pay any amount to such
Contributing Partner with respect to the exercise of a Redemption Right for such
Units, and any Units purchased shall be owned by the General Partner for all
purposes.

          (c) If the General Partner shall assume the obligations of the
Partnership with respect to and satisfy a Redemption Right, the Partnership, the
Contributing Partner and the General Partner each shall treat the transaction
between the General Partner and the Contributing Partner as a sale of the
Contributing Partner's Units (or a portion thereof) to the General Partner for
federal income tax purposes.

          (d) Upon the redemption or purchase of part or all of a Contributing
Partner's Units and the payment of the Purchase Price with respect thereto, such
Person shall he deemed withdrawn as a Partner in the Partnership to the extent
of the Units redeemed or purchased and shall have no further rights or
obligations under this Agreement with respect to such redeemed or purchased
Units; provided, however, that such Contributing Partner's rights under this
Agreement with regard to any other Units will continue in full force and effect.

          (e) No fractional Shares shall be issued hereunder. In lieu of
fractional Shares, the General Partner shall pay cash based on the Current Per
Share Market Price on the relevant Computation Date.


                                        6

<PAGE>

          3. Exercise of Redemption Rights.

          3.1 Time for Exercise of Redemption Rights. Each Contributing Partner
may exercise its Redemption Rights in whole or in part and at any time and from
time to time on or after the first anniversary of the date hereof but prior to
the Expiration Date; provided, however, that the Redemption Rights may not be
exercised at any one time by any Contributing Partner with respect to less than
1,000 Units (or all the Units then owned by a Contributing Partner if such
Contributing Partner owns less than 1,000 Units) or in the event that such
exercise of Redemption Rights (or the assignment of Units or delivery of either
the Cash Purchase Price or the Share Purchase Price with respect thereto)
violates the terms of the Partnership Agreement or applicable law. Once given, a
Notice shall be irrevocable subject to the payment of the Purchase Price for the
Units specified therein in accordance with the terms hereof.

          3.2 Method of Exercise. The Redemption Rights shall be exercised by
written notice (the "Notice") to the Partnership in the form of Exhibit A
specifying the number of Units to be redeemed and the name or names (with
address) in which any Shares issuable upon such exercise shall be registered if
different than the Contributing Partner.

          3.3 Closing. The closing of the redemption or purchase and sale
pursuant to an exercise of the Redemption Rights shall occur within 30 days
following the giving of the Notice. Each Contributing Partner shall execute such
documents as the General Partner may reasonably require in connection with the
closing of such redemption or purchase and sale.

          3.4 Payment of Cash or Issuance of Shares. At the closing of the
redemption or purchase and sale of Units pursuant to an exercise of Redemption
Rights, the Partnership shall deliver to the redeeming Contributing Partner the
Cash Purchase Price by check or, in the event that the General Partner has
assumed the obligations of the Partnership with respect to such exercise of
Redemption Rights, the General Partner shall deliver to the Partnership, at the
election of the General Partner, which may be exercised in the General Partner's
sole discretion, either (a) the Cash Purchase Price by check or


                                        7

<PAGE>

(b) certificates representing the Shares and any other securities constituting
the Share Purchase Price, together with cash in lieu of the issuance of any
fraction of a Share as provided in Section 2(e), or a combination thereof.

          4. Matters Relating to Shares.

          4.1 Registration. (a) The General Partner shall (i) prepare, file and
use its reasonable efforts to cause to become effective on or before the
ninetieth day following the first anniversary of the date hereof a registration
statement, which may be on Form S-3, under the Securities Act relating to the
issuance to each Unitholder of the Shares to be issued upon exercise of such
Unitholder's Redemption Rights assuming full satisfaction of such Redemption
Rights by delivery of Shares and (ii) prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act;
provided that if a Unitholder first exercises its Redemption Rights with respect
to any of its Units prior to the date such registration statement becomes
effective under the Securities Act and the General Partner elects pursuant to
Section 2(b) to satisfy such Unitholder's exercise of its Redemption Rights by
paying the Share Purchase Price, the General Partner shall not be obligated to
register pursuant to this Section 4.1(a) the issuance to such Unitholder of any
Shares.

          (b) The General Partner shall pay all Registration Expenses incurred
prior to the sixth anniversary of the date hereof with respect to filing and
keeping effective any registration statement required by Section 4.1(a) through
such date, and the Unitholders shall reimburse the General Partner for
Registration Expenses (or a pro rata portion of the Registration Expenses based
on the number of Shares issuable to such Unitholders pursuant to such
registration statement upon full exercise of the Redemption Rights of such
Unitholders relative to the total number of Shares issuable pursuant to such
registration statement) which are incurred after the sixth anniversary of the
date hereof in respect of maintaining effective (but not the initial filing and
causing to become effective of) such registration statement; provided, however,
that Unitholders shall not be


                                        8

<PAGE>

required to reimburse any costs (i) of preparing any documents filed with the
SEC that are incorporated by reference in such registration statement or (ii)
that become necessary because the General Partner is unable to use Form S-3 (or
any equivalent short form that relies on incorporation by reference) for the
reason that the General Partner has failed to comply on a timely basis with any
requirement of the Acts or Form S-3. The reimbursement of such expenses by the
Unitholders shall be paid upon demand.

          (c) Notwithstanding anything to the contrary contained herein, the
General Partner shall have no obligation to keep any registration statement
filed pursuant to this Section 4.1(a) effective after the Expiration Date or if
the status of the General Partner (or its successor) as an Exchange Act
Reporting Company is terminated or all of the Unitholders notify the General
Partner in writing that the General Partner no longer need keep such
registration statement effective.

          (d) The Holders (as defined in Exhibit B) shall have the registration
rights (the "Registration Rights") set forth on Exhibit B.

          4.2 Reservation of Shares. At all times while the Redemption Rights
are outstanding, the General Partner shall reserve for issuance such number of
Shares as may be necessary to enable the General Partner to issue Shares in full
satisfaction of all Redemption Rights which are from time to time outstanding
(assuming no limitations as to the ownership of such Shares under the
Certificate of Incorporation which relate to compliance with the REIT
Requirements and that the General Partner elected to pay the Share Purchase
Price with respect to all such Redemption Rights).

          4.3 Fully Paid and Non-Assessable. All Shares which may be issued upon
exercise of the Redemption Rights shall be duly and validly issued and fully
paid and non-assessable.

          5. Transfer and Other Taxes. In the event that any state or local
property transfer or other similar tax is payable as the result of or in
connection with any exercise of the Redemption Rights by a Contributing Partner,
such


                                        9

<PAGE>

Contributing Partner shall pay such tax, and no Shares shall be issued pursuant
hereto until such Contributor Partner has paid to the General Partner or the
Partnership, as the case may be, the amount of such tax or has provided
evidence, in form reasonably satisfactory to the General Partner or the
Partnership, as the case may be, as to the payment thereof.

          6. Anti-Dilution and Adjustment Provisions.

          (a) The Conversion Factor shall be adjusted in the event that the
General Partner (i) declares or pays a dividend on its outstanding Shares in
Shares or makes a distribution to all holders of its outstanding Shares in
Shares, (ii) subdivides its outstanding Shares, or (iii) combines its
outstanding Shares into a smaller number of Shares. The Conversion Factor shall
be adjusted by multiplying the Conversion Factor by a fraction, the numerator of
which shall be the number of Shares issued and outstanding on the record date
for such dividend, distribution, subdivision or combination (assuming for such
purposes that such dividend, distribution, subdivision or combination has
occurred as of such time) and the denominator of which shall be the actual
number of Shares (determined without the above assumption) issued and
outstanding on the record date for such dividend, distribution, subdivision or
combination. Any adjustment to the Conversion Factor shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

          (b) If at any time the General Partner grants to its stockholders any
right to subscribe pro rata for additional securities of the General Partner,
whether Common Stock or other classifications, or for any other securities or
interests that a Contributing Partner would have been entitled to subscribe for
if, immediately prior to such grant, such Contributing Partner had exercised its
Redemption Rights and received the Share Purchase Price in payment thereof, in
lieu of any adjustment under any other subsection of this Section 6 or other
provision of this Agreement, then the General Partner also shall grant to each
Contributing Partner the same subscription rights that such Contributing Partner
would be entitled to if such Contributing Partner had exercised its Redemption
Rights in full and received the Share Purchase Price in satisfaction


                                       10

<PAGE>

thereof prior to such grant.

          (c) Upon the occurrence of a Major Transaction Event where at least
one-half of the value (as determined in good faith by the General Partner) of
the consideration received by the stockholders of the General Partner in
connection with such Major Transaction Event is in the form of securities in a
successor entity, the General Partner shall cause effective provision to be made
so that, upon exercise of the Redemption Rights and payment of the Purchase
Price at any time following such Major Transaction Event by means of the Share
Purchase Price, Unitholders shall have the right to acquire, in lieu of the
Shares which otherwise would have been issued to each Contributing Partner, the
kind and amount of shares of stock and other securities and property (and the
provisions contained in Section 4.1 shall apply anew to the extent that such
securities are of a class of securities of the General Partner or its successor
that are registered under the Exchange Act) and interests as would be issued or
payable with respect to or in exchange for the number of Shares constituting the
Share Purchase Price as if such Redemption Rights had been exercised and the
General Partner had satisfied the Redemption Rights by delivery of the Share
Purchase Price immediately before such Major Transaction Event.

          (d) In the event of any other Major Transaction Event, tender offer
for at least 40% of the then outstanding Shares, or merger or consolidation of
the General Partner which requires the approval of the General Partner's
shareholders (which is not a Major Transaction Event), each Unitholder shall be
entitled to exercise the Redemption Rights in full prior to the consummation of
such Major Transaction Event or other event, and, with respect to any Shares
acquired upon exercise thereof, shall be entitled to all of the rights of the
other holders of Shares with respect to any distribution by the General Partner
(or the other party to such Major Transaction Event or other event) in
connection with such Major Transaction Event or other event. If not exercised
within forty-five days after written notice from the General Partner of such
Major Transaction Event or such shorter period between the date of such notice
and the effective date of such Major Transaction Event, the Redemption Rights
shall terminate at the expiration of such period, but the Redemption Rights
shall


                                       11

<PAGE>

be revived if such Major Transaction Event is not consummated.

          (e) The Partnership shall give written notice of any Major Transaction
Event to each Contributing Partner promptly after such Major Transaction Event
is announced to the public.

          (f) The provisions of this Section 6 shall apply to successive events
that may occur from time to time but only shall apply to a particular event if
it occurs prior to the exercise in full of the Redemption Rights or the
liquidation of the Partnership. Nothing contained herein shall prevent or
otherwise limit the liquidation of the Partnership pursuant to the Partnership
Agreement.

          (g) Whenever the Conversion Factor is adjusted as herein provided, the
General Partner shall compute the adjusted Conversion Factor in accordance with
this Section 6 and shall prepare a certificate signed by the chief financial
officer of the General Partner setting forth the adjusted Conversion Factor and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed at the offices of the General Partner.

          (h) Notwithstanding anything above to the contrary, the Unitholders
will be entitled to adjustments to protect against dilution and the deferral of
receipt of benefits, and to receive rights, preferences and privileges in
connection with a Major Transaction Event, that are not less favorable than the
adjustments, rights, preferences and privileges received by any other holder of
the same class of limited partnership units in the Partnership.


                                       12

<PAGE>

          7. Miscellaneous Provisions.

          7.1 Notices. All notices or other communications given pursuant to
this Agreement, including without limitation any Notice, shall be sent to the
party to whom or to which such notice is being sent, by certified or registered
mail, return receipt requested, commercial overnight delivery service, facsimile
or delivered by hand with receipt acknowledged in writing and otherwise as set
forth in this Section 7.1. All notices (a) shall be deemed given when received
or, if mailed as described above, after 5 Business Days or, if sent by
facsimile, upon receipt of confirmed answer back and (b) may be given either by
a party or by such party's attorneys. For purposes of this Section 7.1, the
addresses of the parties shall be, in the case of the Partnership and the
General Partner, 110 North Wacker Drive, Chicago, Illinois 60606, facsimile
number (312) 960-5475, Attention: Matthew Bucksbaum and Bernard Freibaum (with a
copy to Neal, Gerber & Eisenberg, Two North LaSalle Street, Suite 2200, Chicago,
Illinois 60602, Attn: Marshall E. Eisenberg), and, in the case of the
Contributing Partners, as set forth on the records of the Partnership. The
address of any party may be changed by a notice in writing given in accordance
with the provisions hereof.

          7.2 Assignment. The rights of each Contributing Partner hereunder
(including the Redemption Rights and the Registration Rights) shall
automatically devolve upon and inure to the benefit of any Person (i) to which
Units are transferred in accordance with the Partnership Agreement, as amended
from time to time, and the Contribution Agreement, and (ii) which delivers to
the Partnership a written instrument, in form reasonably satisfactory to the
Partnership, pursuant to which such Person agrees to be bound by the terms
hereof. In addition, a transferee of Registrable Securities who acquires such
Registrable Securities from a Holder in a transaction other than pursuant to an
effective registration statement under the Securities Act may become a Holder
for purposes of Exhibit B and have Registration Rights with respect to such
Registrable Securities by (i) taking and holding the record ownership of such
Registrable Securities, (ii) notifying the General Partner in writing of such
transfer and (iii) providing the General Partner with all information concerning
such transferee that is necessary to amend or


                                       13

<PAGE>

supplement the applicable registration statement and/or prospectus of the
General Partner, whereupon such transferee shall be conclusively deemed to have
agreed to be bound by and entitled to the benefit of all the terms and
provisions of this Agreement relating to Registration Rights. Subject to the
provisions of Section 6, the General Partner may assign this Agreement without
the consent of the Contributing Partners, provided that no such assignment shall
relieve the General Partner of its obligations under this Agreement.

          7.3 Amendments and Waivers. (a) Subject to Section 7.3(b), the
provisions of this Agreement (including the provisions of this sentence) may not
be amended, modified, supplemented or waived, nor may consent to departures
therefrom be given, without the written consent of the General Partner and a
majority-in-interest of the Unitholders; provided, however, that no amendment,
modification, supplement or waiver of, or consent to the departure from, such
provisions of this Agreement, which has the purpose or effect of reducing,
impairing or adversely affecting the right of any Unitholder, shall be effective
as against any such Person unless consented to in writing by such Person. Notice
of any such amendment, modification, supplement, waiver or consent adopted in
accordance with this Section 7.3(a) shall be provided by the General Partner to
each Unitholder at least thirty (30) days prior to the effective date of such
amendment, modification, supplement, waiver or consent.

          (b) Exhibit B of this Agreement, together with Section 4.1(d), Section
7.1, the last two sentences of Section 7.2, this Section 7.3(b) and Sections
7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10 and 7.11, may not be amended, modified,
supplemented or waived, nor may consent to departures therefrom be given,
without the written consent of the General Partner and a majority-in-interest of
the Holders (as defined in Exhibit B) (aggregating holders of Units and Shares
into a single class for the purpose of such computation); provided, however,
that no amendment, modification, supplement or waiver of, or consent to the
departure from, Exhibit B or such other provisions of this Agreement, which has
the purpose or effect of reducing, impairing or adversely affecting the right of
any Holder, shall be effective as against any such Holder unless


                                       14

<PAGE>

consented to in writing by such Holder. Notice of any such amendment,
modification, supplement, waiver or consent adopted in accordance with this
Section 7.3(b) shall be provided by the General Partner to each Holder at least
thirty (30) days prior to the effective date of such amendment, modification,
supplement, waiver or consent.

          7.4 Specific Performance. The parties hereto agree that the
obligations imposed on them in this Agreement are special, unique and of an
extraordinary character, and that in the event of breach by any party damages
would not be an adequate remedy, and each of the other parties shall be entitled
to specific performance and injunctive and other equitable relief in addition to
any other remedy to which it may be entitled, at law or in equity; and the
parties hereto further agree to waive any requirement for the securing or
posting of any bond in connection with the obtaining of any such injunctive or
other equitable relief.

          7.5 Binding Effect. Except as otherwise set forth herein, this
Agreement shall be binding upon, and inure to the benefit of, the parties and
their successors and permitted assigns.

          7.6 Governing Law. This Agreement shall be governed by the laws of the
State of Delaware (without regard to its conflicts of law principles).

          7.7 Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which shall constitute one document.

          7.8 Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes any
prior written or oral understandings and/or agreements among them with respect
thereto.

          7.9 Pronouns; Headings; Etc. As used herein, all pronouns shall
include the masculine, feminine and neuter, and all terms shall include the
singular and plural thereof wherever the context and facts require such
construction. The headings herein are inserted for convenience of reference only
and are to be ignored in any construction of the provisions hereof. Any
references in this Agreement to


                                       15
<PAGE>

a "Section" or "Exhibit" shall refer to a Section or Exhibit of this Agreement
unless otherwise specified.

          7.10 Survival. The representations, warranties and covenants contained
herein or made pursuant hereto shall survive the execution and delivery of this
Agreement and the issuance of Shares pursuant hereto.

          7.11 Further Assurances. Each of the parties shall hereafter execute
and deliver such other instruments and documents and do such further acts and
things as may be required or useful to carry out the purposes of this Agreement.


                                       16

<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

CONTRIBUTING PARTNERS:

NASHLAND ASSOCIATES,
a Tennessee general partnership

By: O'Connor Realty Investors II,
    L.P., its managing partner,

By: J.W. O'Connor & Co.
    Incorporated, its managing
    general partner,


By: /s/ Glenn J. Rufrano
    ---------------------------------
Name:  Glenn J. Rufrano
      -------------------------------
Title: President
       ------------------------------


HRE ALTAMONTE, INC., a Delaware
corporation,


By: /s/ Dale R. Gilomen
    ---------------------------------
Name: Dale R. Gilomen
      -------------------------------
Title: Vice President
       ------------------------------


PARTNERSHIP:

GGP LIMITED PARTNERSHIP,
a Delaware limited partnership

By: General Growth Properties, Inc.
    a Delaware corporation


By: /s/ Joel Bayer
    ---------------------------------
Its Senior Vice President
    ---------------------------------


GENERAL PARTNER:

General Growth Properties, Inc.
a Delaware corporation


By: /s/ Joel Bayer
    ---------------------------------
Its Senior Vice President
    ---------------------------------


                                       17

<PAGE>

                                    EXHIBIT A

                              Notice of Redemption

          The undersigned hereby irrevocably (i) exercises its Redemption Rights
as to ______________ units of limited partnership interest (the "Units") in GGP
Limited Partnership (the "Partnership") in accordance with the terms of that
certain Redemption Rights Agreement, dated July 21, 1998 (the "Agreement"),
among the Partnership, General Growth Properties, Inc. (the "General Partner"),
and the other parties thereto, (ii) transfers and surrenders such Units and all
right, title and interest of the undersigned therein to the party, which shall
be either the Partnership or the General Partner, that shall purchase or redeem
such Units pursuant to the Agreement, and (iii) directs that the Cash Purchase
Price or Share Purchase Price payable upon exercise of the Redemption Right be
delivered to the address specified below and, if the Share Purchase Price is to
be delivered, the Shares shall be registered or placed in the name(s) and at the
address(es) specified below.

          The undersigned hereby represents, warrants, certifies and agrees (i)
that the undersigned has unencumbered title to the Units, free and clear of all
Liens, (ii) that the undersigned has the full right, power and authority to
transfer and surrender the Units as provided herein and such transfer and
surrender has been authorized by all necessary action, and (iii) that the
undersigned has obtained the consent or approval of all persons or entities, if
any, having the right to consent to or approve such transfer and surrender.

          Capitalized terms used but not defined herein shall have the meanings
set forth in the Agreement.

Dated:
       ---------------------

                                        Name:
                                              ----------------------------------


                                        ----------------------------------------
                                        (Signature of Limited Partner)

                                        ----------------------------------------
                                        (Street Address)


                                       A-1

<PAGE>

                                        ----------------------------------------
                                        (City) (State) (Zip Code)


                                        ----------------------------------------
                                        Signature Guaranteed by

If Shares are to be issued, issue to: __________________________________________

Please insert social security or identifying number: ___________________________


                                       A-2

<PAGE>

                                    EXHIBIT B

                               Registration Rights

          Capitalized terms used in this Exhibit B and not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement.
References to an "Article" or a "Section" in this Exhibit B shall refer to an
Article or Section of this Exhibit B unless otherwise specified.

                                    ARTICLE I

                          Shelf Registration Statement;
                             Underwritten Offerings

          SECTION 1.01. Shelf Registration Statement. (a) Not later than 10
business days after any Holder (as hereinafter defined) delivers written notice
to the General Partner requesting registration of Registrable Securities (as
hereinafter defined), the General Partner shall amend an existing registration
statement or file a new registration statement (the "Registration Statement")
under the Securities Act with the SEC covering resales of such Registrable
Securities and shall use its best efforts to cause the Registration Statement to
become effective under the Securities Act as soon as practicable after filing;
provided that in no event shall the General Partner be obligated to use its best
efforts to cause the Registration Statement to become effective as of a date
prior to the 120th day following the first anniversary of the date hereof. The
Registration Statement (i) shall be available for the sale of Registrable
Securities in accordance with the intended method or methods of distribution by
the Selling Holders (as hereinafter defined) and (ii) shall comply as to form in
all material respects with the requirements of the applicable form and include
all financial statements required by the SEC to be filed therewith.
Notwithstanding anything in this Section 1.01 to the contrary, the General
Partner shall not be obligated to register for resale Registrable Securities the
resale of which is already registered pursuant to a registration statement then
currently effective under the Securities Act. The term "Holder" shall mean each
Contributing Partner and any other person who hereafter joins in and is made a
party


                                       B-1

<PAGE>

to this Agreement pursuant to Section 7.2 of this Agreement that then holds
Units or Registrable Securities. The term "Selling Holder" shall mean a holder
of Registrable Securities (or Units redeemable for Registrable Securities) the
public sale of which have been registered under the Securities Act pursuant to
the Registration Statement. The General Partner agrees that it shall deliver to
the Selling Holders for their review and comments copies of the Registration
Statement and any amendments and supplements thereto (other than post-effective
amendments) prior to the filing thereof with the SEC.

               (b) Once the Registration Statement becomes effective, the
General Partner shall keep the Registration Statement continuously effective and
available for resale of the Registrable Securities until the earliest to occur
of (i) the Expiration Date, (ii) the status of the General Partner (or its
successor) as an Exchange Act Reporting Company is terminated, (iii) all of the
Holders notify the General Partner in writing that the General Partner no longer
need keep the Registration Statement effective, (iv) the sale of all of the
Registrable Securities by the Holders, or (v) the date on which in the opinion
of counsel for the General Partner all of the Registrable Securities become
eligible for sale pursuant to Rule 144(k) under the Securities Act (such opinion
to be in writing and addressed to the Holders and such counsel to be reasonably
acceptable to the Holders). The Holders hereby agree that Neal, Gerber &
Eisenberg is acceptable counsel for the General Partner.

               (c) The term "Registrable Securities" shall mean (i) any Shares
that have been or may be issued from time to time upon the exchange of the Units
(including any additional units of limited partnership interest of the
Partnership or any successor entity received in exchange for, or as a dividend
or distribution on account of the Units) pursuant to the Partnership Agreement
or this Agreement and other securities issued by the General Partner in exchange
for the Shares and (ii) any securities issued by the Partnership or the General
Partner as a dividend or distribution on account of Registrable Securities or
resulting from a subdivision of outstanding Registrable Securities into a
greater number of securities (by reclassification, stock split or otherwise);
provided that


                                       B-2

<PAGE>

any securities issued pursuant to a registration statement effective under the
Securities Act at the time of their issuance shall not be Registrable
Securities.

          SECTION 1.02. Underwritten Offering. (a) If any of the Registrable
Securities covered by the Registration Statement are to be sold in an
underwritten public offering, the Holder intending to pursue such underwritten
offering shall deliver a notice to the General Partner of such intent, and
within ten days after receipt of the notice of intent from such Holder for an
underwritten offering, the General Partner shall give written notice (the
"Offering Notice") of such notice of intent to all other Holders and such other
Holders shall be entitled to include in such an underwritten offering all or
part of their respective Registrable Securities by notice to the General Partner
for inclusion therein within 15 days after the Offering Notice is given. All
notices made pursuant to this Section 1.02(a) shall specify the aggregate number
of Registrable Securities to be included. The General Partner agrees to
cooperate with any such request for an underwritten offering and to take all
such other reasonable actions in connection therewith as provided in Section
2.01(l). If the board of directors of the General Partner shall determine in its
good faith judgment that a underwritten public offering proposed by a Holder
pursuant to this Section 1.02 would have a material adverse effect on the
General Partner and its stockholders, then the General Partner may elect to
delay or suspend such underwritten public offering for a period of not more than
45 days; provided that the General Partner shall not delay or suspend
underwritten public offerings pursuant to this Section 1.02 for an aggregate
period of more than 90 days during any 12 month period.

               (b) In the case of any firm commitment underwritten offering, if
the managing underwriter or underwriters of such offering advise the General
Partner in writing that in its or their opinion the number of Registrable
Securities proposed to be sold in such offering exceeds the number of
Registrable Securities that can be sold in such offering without adversely
affecting the market for the Shares, the General Partner will include in such
offering the number of Registrable Securities that in the opinion of such
managing underwriter or underwriters can be sold without adversely affecting the
market for the Shares.


                                       B-3

<PAGE>

In such event, the number of Registrable Securities to be offered for the
account of each Holder requesting to include Registrable Securities in such
offering (including the Holder providing the initial Notice) shall be reduced
pro rata on the basis of the relative number of Registrable Securities requested
by each such Holder to be included in such offering to the extent necessary to
reduce the total number of Registrable Securities to be included in such
offering to the number recommended by such managing underwriter or underwriters.

               (c) If any of the Registrable Securities covered by the
Registration Statement are to be sold in an underwritten offering, the Selling
Holders selling Registrable Securities pursuant to such offering shall have the
right to select the investment banker or investment bankers and manager or
managers that will underwrite the offering; provided, however, that such
investment bankers and managers must be from a nationally recognized investment
banking firm reasonably acceptable to the General Partner.

                                   ARTICLE II

                             Registration Procedures

          SECTION 2.01. Registration Procedures. During the time period that the
Registration Statement is required to be current, effective and available under
Section 1.01 above, the General Partner shall also at its expense:

               (a) prepare and file with the SEC such amendments and supplements
to the Registration Statement and the prospectus constituting a part thereof, as
amended or supplemented (the "Prospectus"), as may be necessary to keep the
Registration Statement effective and to comply with the provisions of the
Securities Act with respect to resales of Registrable Securities in accordance
with the intended method or methods of distribution by the Holders whenever a
Holder shall desire to sell or otherwise dispose of the same, or any portion
thereof, but in no event beyond the period during which the Registration
Statement is required to be kept in effect under Section 1.01 above; provided,
however, that if the General Partner shall furnish to each Holder a certificate
(a "Blackout Certificate") signed by


                                       B-4

<PAGE>

the General Partner's chief executive officer stating that in the good faith
judgment of the board of directors of the General Partner it would have a
material adverse effect on the General Partner and its stockholders for the
Registration Statement to be amended or supplemented to include certain material
non-public information regarding the General Partner required to be included
therein, then the General Partner may defer such amending or supplementing for a
period of not more than 45 days and in such event each Selling Holder shall be
required to discontinue disposition of the Registrable Securities during such
period; but provided, further, that the General Partner shall not defer or
suspend the amendment or supplementation of the Registration Statement or
Prospectus pursuant to this Section 2.01(a) or Section 2.01(h) for an aggregate
period of more than 90 days during any 12 month period;

               (b) furnish to each Selling Holder, without charge, such number
of authorized copies of the Prospectus, and any amendments or supplements to the
Prospectus, in conformity with the requirements of the Securities Act and the
Exchange Act, and such other documents as such Selling Holder may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities owned by such Selling Holder, and the General Partner
hereby consents to the use of the Prospectus, such amendments or supplements and
such other documents in connection with the offering and sale of the Registrable
Securities;

               (c) register or qualify the Registrable Securities under state
securities or blue sky laws of such jurisdictions as are reasonably required to
effect a sale thereof and do any and all other acts and things which may be
necessary or appropriate under such state securities or blue sky laws to enable
the Selling Holders to consummate the public sale or other disposition in such
jurisdictions of the Registrable Securities to be sold or otherwise disposed of
by such Selling Holders from time to time;

               (d) before filing with the SEC any amendments or supplements to
the Registration Statement or the Prospectus, furnish copies of all such
documents proposed to be filed to the Holders holding Registrable Securities,
which shall have five business days to review and comment thereon; provided,


                                       B-5

<PAGE>

however, that all such documents shall be subject to the approval of a Holder
insofar as they relate to information concerning such Holder (including, without
limitation, the proposed method of distribution of the Registrable Securities);

               (e) notify the Selling Holders promptly (and, if requested by a
Selling Holder, confirm in writing) (i) when the Registration Statement has
become effective and when any post-effective amendments and supplements thereto
become effective, (ii) of any request by the SEC or any state securities
authority for amendments or supplements to the Registration Statement and the
Prospectus or for additional information, (iii) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Registrable Securities or the
initiation of any proceeding for such purpose, and (v) of the happening of any
event during the period the Registration Statement is effective which results in
the Registration Statement, the Prospectus or any document incorporated therein
by reference containing an untrue statement of material fact or omitting to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading;

               (f) use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of the Registration Statement at the earliest
practicable time;

               (g) cooperate with the Selling Holders to facilitate the timely
preparation and delivery of certificates evidencing the Registrable Securities
being sold, which certificates shall not bear any restrictive legends provided
the Registrable Securities evidenced thereby have been sold in a manner
permitted by the Prospectus;

               (h) upon the occurrence of any event contemplated by Section
2.01(e)(v), promptly prepare and file a supplement or post-effective amendment
to the Registration Statement or the Prospectus or any document incorporated
therein by reference or file any other required document so


                                       B-6

<PAGE>

that, as thereafter delivered to purchasers of the Registrable Securities, the
Prospectus will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that if the General
Partner shall furnish to each Selling Holder the Blackout Certificate provided
for in Section 2.01(a), the obligation to prepare and file any such supplement
or post-effective amendment shall be suspended in accordance with Section
2.01(a);

               (i) use its reasonable efforts to cause the Registrable
Securities to be listed on any securities exchange on which securities of the
same class issued by the General Partner are then listed;

               (j) make available for inspection by the Selling Holders and any
counsel, accountants or other representatives retained by such Selling Holders,
such financial and other records and pertinent corporate documents of the
General Partner and cause the officers, directors and employees of the General
Partner to supply such records, documents or information reasonably requested by
such Selling Holders, counsel, accountants or representatives in connection with
the preparation of the registration statement that are reasonably required to
order for such Selling Holders to establish their "due diligence" defense
against liabilities under Section 12(a)(2) of the Securities Act; provided,
however, that such records, documents or information are confidential and shall
not be disclosed by such Selling Holders, counsel, accountants or
representatives unless (i) such disclosure is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, or (ii) such records,
documents or information become generally available to the public other than
through a breach of the terms set forth in this Exhibit B;

               (k) use its best efforts to make available to its security
holders, as soon as reasonably practicable, an earning statement covering at
least 12 months, commencing on the first day of the fiscal quarter next
succeeding each sale of the Registrable Securities pursuant to the Registration
Statement, in a manner which shall satisfy the provisions of Section 11(a) of
the Securities Act and


                                       B-7

<PAGE>

Rule 158 thereunder; and

               (l) if requested by a Selling Holder or any underwriters engaged
by such Selling Holder for purposes of distributing the Registrable Securities,
enter into such agreements (including an underwriting agreement in form, scope
and substance as is customary in underwritten offerings) and take all such other
reasonable actions in connection therewith (including those reasonably requested
by the underwriters or such Selling Holder) in order to expedite or facilitate
the disposition of such Registrable Securities, and in such connection, (i) make
such representations and warranties to the underwriters with respect to the
business of the General Partner and the registration statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings, and confirm the same if and
when requested; (ii) obtain customary opinions of counsel to the General Partner
and updates thereof (which shall be in form and substance reasonably
satisfactory to such Selling Holder or to the underwriters and their counsel, as
the case may be), addressed to such Selling Holder and, if applicable, each of
the underwriters; (iii) obtain "cold comfort" letters and updates thereof from
the independent certified public accountants of the General Partner, addressed
to such Selling Holder and, if applicable, each of the underwriters, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with any such offerings (in each
case, to the extent permitted by applicable accounting rules and guidelines);
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the underwriters
than those set forth in Article III hereof and cross indemnification by the
underwriters in form and substance as is customary in connection with such
offering, in favor of the General Partner or the Selling Holders, as the case
may be; (v) with respect to any underwritten offering in excess of $40 million,
make the General Partner's executive officers available for a total of five
business days to participate in "road show" presentations (provided that in no
event shall the General Partner be required to make its executive officers
available for more than one "road show" in any year


                                       B-8

<PAGE>

with respect to offerings pursuant to this Agreement); and (vi) deliver such
documents and certificates as may be reasonably requested by the managing
underwriters and their counsel to evidence the continued validity of the
representations and warranties made pursuant to clause (i) above of this Section
2.01(l) and to evidence compliance with any customary conditions contained in
the underwriting agreement entered into by the General Partner).

          SECTION 2.02. Registration Expenses. The General Partner shall pay all
Registration Expenses incurred prior to the sixth anniversary of the date hereof
with respect to the filing and keeping effective any Registration Statement
through such date, and the Selling Holders shall reimburse the General Partner
for Registration Expenses (or a pro rata portion of the Registration Expenses
based on the number of Shares of such Selling Holders registered for resale
pursuant to such Registration Statement relative to the total number of Shares
registered for resale pursuant to such registration statement) which are
incurred after the sixth anniversary of the date hereof in respect of
maintaining effective (but not the initial filing and causing to become
effective of) such Registration Statement; provided, however, that Selling
Holders shall not be required to reimburse any costs (i) of preparing any
documents filed with the SEC that are incorporated by reference in such
Registration Statement or (ii) that become necessary because the General Partner
is unable to use Form S-3 (or any equivalent short form that relies on
incorporation by reference) for the reason that the General Partner has failed
to comply on a timely basis with any requirement of the Acts or Form S-3. The
reimbursement of such expenses by the Selling Holders shall be paid upon demand;
provided, however, that the General Partner shall not be responsible for any
brokerage fees or underwriting commissions, if any, incurred by Holders in
connection with the resale of Registrable Securities, the fees and expenses of
any counsel retained by a Holder in connection with resales of the Registrable
Securities or transfer taxes, if any, relating to the sale or disposition of
Registrable Securities.

          SECTION 2.03. Certain Other Obligations of the General Partner. (a)
The General Partner covenants that, so long as it is subject to the reporting
requirements of


                                       B-9

<PAGE>

the Exchange Act, it will file the reports required to be filed by it under the
Exchange Act so as to enable any Holder to sell the Registrable Securities
pursuant to Rule 144 under the Securities Act.

               (b) In connection with any sale, transfer or other disposition by
any Holder of any Registrable Securities pursuant to Rule 144 under the
Securities Act, the General Partner shall cooperate with such Holder to
facilitate the timely preparation and delivery of certificates evidencing the
Registrable Securities to be sold and not bearing any Securities Act legend, and
enable certificates for such Registrable Securities to be for such number of
shares and registered in such names as the selling Holders may reasonably
request. The General Partner's obligation set forth in the previous sentence
shall be subject to the delivery, if reasonably requested by the General Partner
or its transfer agent, by counsel to such Holder, in form and substance
reasonably satisfactory to the General Partner and its transfer agent, of an
opinion that such Securities Act legend need not appear on such certificate.

                                   ARTICLE III

                                 Indemnification


                                      B-10

<PAGE>

          SECTION 3.01. Indemnification by the General Partner. (a) The General
Partner hereby agrees to indemnify and hold harmless each Holder and each person
or entity, if any, which controls a Holder (within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act), and their
respective officers, directors, shareholders, members, partners, agents and
employees (each such person being sometimes hereinafter referred to as an
"Indemnified Holder"), from and against any and all losses, claims, damages,
costs and expenses (including reasonable attorneys' fees) to which such Holder
or each such person may become subject under the Securities Act or otherwise
that arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or by reason of any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and shall reimburse
each Indemnified Holder for any legal or other expenses reasonably incurred by
such Indemnified Holder in connection with investigating, preparing or defending
against any such loss, claim or damages as such expenses are incurred; provided,
however, that the indemnity provided pursuant to this Section 3.01 shall not
apply to any Holder with respect to any such losses, claims, damages, costs and
expenses (including reasonable attorneys' fees) that arise out of or are based
upon any such untrue statement or omission or alleged untrue statement or
omission made in reliance upon information furnished in writing to the General
Partner by such Holder expressly for use therein. This indemnity will be in
addition to any liability which the General Partner may otherwise have. In
addition, upon request of a Holder, the General Partner shall enter into one or
more indemnification agreements with any broker or brokers engaged by such
Holder (provided that the General Partner shall not be required to enter into
such agreements with more than five brokers) to sell all or any portion of the
Registrable Securities, each such agreement to indemnify the broker in question
against the same losses, claims, damages, costs and expenses as such Holder is
indemnified against by the General Partner under this Section 3.01.

          SECTION 3.02 Indemnification by the Holders. Each Holder


                                      B-11

<PAGE>

selling shares pursuant to the Registration Statement (an "Indemnifying Holder")
severally agrees to indemnify and hold harmless the General Partner and the
other Selling Holders, and each of their respective directors, officers,
shareholders, employees and agents and each person or entity, if any, who
controls the General Partner or any other Selling Holder (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act) to
the same extent as the foregoing indemnity from the General Partner to such
Indemnifying Holder, but only insofar as such loss, claim, damage, cost or
expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement or
any amendment thereto or the Prospectus or any amendment or supplement thereto
in reliance upon and in conformity with written information furnished to the
General Partner by such Selling Holder for use therein relating to the Selling
Holder's status as a selling security holder.

          SECTION 3.03. Conduct of Indemnification Proceedings. Each indemnified
party shall give reasonably prompt notice to each indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party (i) shall not
relieve it from any liability which it may have under the indemnity agreement
provided in Sections 3.01 or 3.02 above, unless and to the extent it did not
otherwise learn of such action and the lack of notice by the indemnified party
materially prejudices the indemnifying party or results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) shall not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided under Sections 3.01 or
3.02 above. After receipt of such notice, the indemnifying party shall be
entitled to participate in and, at its option, jointly with any other
indemnifying party so notified, to assume the defense of such action or
proceeding at such indemnifying party's own expense with counsel chosen by such
indemnifying party and approved by the indemnified party, which approval shall
not be unreasonably withheld; provided, however, that, if the


                                      B-12

<PAGE>

defendants in any such action or proceeding include both the indemnified party
and the indemnifying party and the indemnified party reasonably determines, upon
advice of counsel, that a conflict of interest exists or that there may be legal
defenses available to it or other indemnified parties that are different from or
in addition to those available to the indemnifying party, then the indemnified
party shall be entitled to one separate counsel, the reasonable fees and
expenses of which shall be paid by the indemnifying party. If the indemnifying
party does not assume the defense of any such action or proceeding, after having
received the notice referred to in the first sentence of this paragraph, the
indemnifying party will pay the reasonable fees and expenses of counsel (which
shall be limited to a single law firm in addition to any local counsel necessary
in connection with such action or proceeding) for the indemnified party. In such
event, however, the indemnifying party will not be liable for any settlement
effected without the written consent of such indemnifying party. If the
indemnifying party assumes the defense of any such action or proceeding in
accordance with this paragraph, such indemnifying party shall not be liable for
any fees and expenses of counsel for the indemnified party incurred thereafter
in connection with such action or proceeding except as set forth in the proviso
in the second sentence of this Section 3.03.

          SECTION 3.04. Contribution. (a) In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in this Article III is for any reason held to be unenforceable
although applicable in accordance with its terms, the General Partner and the
Selling Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the General Partner and the Selling Holders, in such proportion as
is appropriate to reflect the relative fault of the General Partner on the one
hand and the Selling Holders on the other (in such proportions that the Selling
Holders are severally, not jointly, responsible for the balance), in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and the indemnified parties shall
be


                                      B-13

<PAGE>

determined by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or the indemnified parties, and
the parties' relative intent, pledge, access to information and opportunity to
correct or prevent such action.

               (b) The parties hereto agree that it would not be just or
equitable if contribution pursuant to this Section 3.04 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in Section 3.04(a). Notwithstanding
the provisions of this Section 3.04, no Selling Holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities of such Selling Holder were offered to the public
exceeds the amount of any damages which such Selling Holder would otherwise have
been required to pay by reason of such untrue statement or omission.

               (c) Notwithstanding the foregoing, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 3.04, each Person, if
any, who controls a Holder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and directors and officers of a
Holder shall have the same rights to contribution as such Holder, and each
director of the General Partner, each officer of the General Partner who signed
the Registration Statement and each Person, if any, who controls the General
Partner within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act shall have the same rights to contribution as the General
Partner.


                                      B-14