<PAGE>

                                                                     Exhibit 4.6

                           REDEMPTION RIGHTS AGREEMENT

     Redemption Rights Agreement, dated June 19th, 1997, among GGP Limited
Partnership, a Delaware limited partnership (the "Partnership"), General Growth
Properties, Inc., a Delaware corporation (the "General Partner"), and CA
Southlake Investors, Ltd., a Georgia limited partnership (collectively,
"Contributing Partner").

                                    RECITALS

     WHEREAS, concurrently herewith, 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 term and conditions
upon which the 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.

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

     "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

<PAGE>

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.

     "Closing Price" shall have the meaning set forth in the Partnership
Agreement.

     "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.

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

     "Contribution Agreement" shall mean that certain Sale and Contribution
Agreement dated the date hereof, between the Partnership and Contributing
Partner, as the same have been and may hereafter be amended from time to time,
pursuant to which this Agreement is being executed.

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

     "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) April 16, 2023 (b) the date
upon which all Units have been redeemed or purchased in accordance with the
terms hereof.

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


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     "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.

     "Other REIT" shall mean GGP/Homart, Inc. and any other REIT in which the
General Partner holds a direct or indirect equity interest and of which
Contributing Partner is notified in writing.

     "Partnership Agreement" shall mean that certain Amended and Restated
Agreement of Limited Partnership of the Partnership, dated July 27, 1993, as
amended by that certain First Amendment thereto dated May 23, 1995, that certain
Second Amendment thereto dated June 13, 1995, that certain Third Amendment
thereto dated May 21, 1996, that certain Fourth Amendment thereto dated 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 and that certain
Seventh Amendment thereto dated December 6, 1996 and as the same may be further
amended through the date of this Agreement.

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

     "Pledge Agreement" shall mean that certain Pledge Agreement of even date
herewith, between the Partnership and Contributing Partner.

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

     "Purchase Right" shall have the meaning set forth in Section 7.1.

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


                                        3
<PAGE>

     "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 to time.

     "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 without limitation (a) the fees,
disbursements and expenses of the General Partner's counsel and accountants,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance, in connection with the
registration of Shares issuable upon the exercise of the Redemption Rights; (b)
all expenses in connection with the preparation and printing of the registration
statement or statements, any preliminary prospectus or final prospectus, any
other offering document 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 such Shares; (d)
all expenses in connection with the qualification of such Shares under state
securities laws; (e) the fees and expenses incurred in connection with the
listing of such Shares 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.

     "Retailer Interest" shall have the meaning set forth in Section 7.5.

     "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


                                       4

<PAGE>

(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.

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

     "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.

     2. Grant of Redemption Rights.

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

     (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 Contributing Partner's exercise of a
Redemption Right by paying to 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 Contributing Partner exercised its
Redemption Rights. If the General Partner assumes such obligations with respect
to the exercise by Contributing Partner of a Redemption Right as to certain
Units and makes the required payment within the required period of time, then
the Partnership shall have no obligation to pay any amount to Contributing
Partner with respect to the exercise of a Redemption Right for such Units,


                                       5

<PAGE>

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 Contributing Partner as a sale of 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 Contributing
Partner's Units and the payment of the Purchase Price with respect thereto, such
Person shall be 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 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.

     3. Exercise of Redemption Rights.

     3.1 Time for Exercise of Redemption Rights. 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 Contributing Partner with respect to less than
1,000 Units (or all the Units then owned by Contributing Partner if Contributing
Partner owns less than 1,000 Units) or in the event that such exercise of
Redemption Rights (and 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


                                       6
<PAGE>

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. Subject to the provisions of Section 4.1(d), 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.
Contributing Partner shall execute such documents as the General Partner may
reasonably require in connection with the closing of the redemption or purchase
and sale pursuant thereto.

     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 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 (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 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 Shares to be issued upon exercise
of the Redemption Rights assuming full satisfaction of the 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.

     (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 the registration


                                        7

<PAGE>

statement through such date, and the Unitholders (other than the Unitholders
that have given a notice pursuant to Section 4.1(c)) 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 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. 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 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.

     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 tax is payable as the result of or in connection with any
exercise of the Redemption Rights by Contributing Partner, Contributor 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.


                                        8

<PAGE>

     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 Contributing Partner would have been entitled to subscribe for if,
immediately prior to such grant, 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
Contributing Partner the same subscription rights that Contributing Partner
would be entitled to if Contributing Partner had exercised its Redemption Rights
in full and received the Share Purchase Price in satisfaction 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


                                        9
<PAGE>
p
the Shares which would have been surrendered therefor, 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, each Unitholder
shall be entitled to exercise the Redemption Right in full prior to the
consummation of such Major Transaction 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) in connection
with such Major Transaction 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 be revived if
such Major Transaction Event is not consummated.

     (e) The Partnership shall give written notice of any Major Transaction
Event promptly after such Major Transaction 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, as
amended from time to time.

     (g) Whenever the Conversion Factor is adjusted as herein provided, the
General Partner shall compute the adjusted Conversion Factor in accordance with
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


                                       10

<PAGE>

adjustment is based, and such certificate, shall forthwith be filed at the
offices of the General Partner.

     7. Purchase Right.

     7.1 Purchase Right. In the event that the General Partner in good faith
determines at any time that the continued ownership of Units by the holder of
such Units would cause amounts which would otherwise be characterized as "rents
from real property" (within the meaning of Section 856(d)(1) of the Code) to
fail to be so characterized as the result of the ownership or deemed ownership
of any Retailer Interest, the holder of such Units shall dispose of such
Retailer Interest within five Business Days of written notice from the
Partnership. In the absence of such a disposition, the General Partner shall
have the right, but not the obligation (the "Purchase Right"), to purchase all
of the Units then held by such holder upon the terms and subject to the
conditions contained in this Section 7.

     7.2 Method of Exercise. The Purchase Right shall be exercised by written
notice to the holder of the Units to be purchased specifying that the General
Partner has elected to purchase such Units pursuant to Section 7 of this
Agreement.

     7.3 Purchase Price. The purchase price for such Units shall be the Cash
Purchase Price with respect to such Units.

     7.4 Closing. The closing of any purchase and sale pursuant to this Section
7 shall occur at the time specified in the notice described in Section 7.2 but
in no event later than 30 days after the giving of such notice. At the closing,
the General Partner shall deliver to the selling Unitholder the Cash Purchase
Price in immediately available funds, and the selling Unitholder shall deliver
to the General Partner an instrument of transfer in form sufficient to transfer
the Units to be transferred, free and clear of all Liens, and containing the
representations and warranties set forth in Exhibit A.

     7.5 Notice of Certain Events. Contributing Partner promptly shall provide
to the Partnership a written statement describing the acquisition by it or its
partners or Affiliates of any equity interest in a retailer or other person or
entity which is or could be a potential tenant of the Partnership or of any
Other REIT (a "Retailer Interest"), and Contributing Partner represents and
warrants that neither Contributing Partner nor


                                       11

<PAGE>

any of its partners or Affiliates currently owns any such Retailer Interest.

     8. Miscellaneous Provisions.

     8.1 Notices. All notices or other communications given pursuant to this
Agreement 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. 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 answerback and (b) may be given either by a party or
by such party's attorneys. For purposes of this Section 8.1, the addresses of
the parties shall be, in the case of the Partnership and the General Partner, 55
West Monroe Street, Suite 3100, Chicago, Illinois 60603, facsimile number (312)
551- 5475, Attention: Matthew Bucksbaum and Bernard Freibaum, and, in the case
of Contributing Partner, 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.

     8.2 Assignment. The rights of Contributing Partner hereunder (including the
Redemption Rights) shall automatically devolve upon any Person to the extent
that such Person holds Units, and becomes a substituted partner with respect to
such Units, in accordance with the Partnership Agreement, as amended from time
to time, and 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 (but the rights of Contributing Partner
hereunder are not otherwise assignable). Subject to the provisions of Section 6,
the General Partner may assign this Agreement without the consent of
Contributing Partner, provided that no such assignment shall relieve the General
Partner of its obligations under this Agreement.

     8.3 Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their successors and permitted assigns.

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


                                       12
<PAGE>

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

     8.6 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.

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

     8.8 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.

     8.9 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       13

<PAGE>

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

CONTRIBUTING PARTNER:

CA SOUTHLAKE INVESTORS, LTD., a
Georgia limited partnership


By: /s/ Daniel B. Rather
    ---------------------------------
Its General Partner


PARTNERSHIP:

GGP LIMITED PARTNERSHIP,
a Delaware limited partnership

By: General Growth Properties, Inc.
    a Delaware corporation


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


GENERAL PARTNER:

General Growth Properties, Inc.
a Delaware corporation


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

<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 __________________, 1997 (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.

<PAGE>

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

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

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


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

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

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

                                        Signature Guaranteed by


                                        ----------------------------------------

If Shares are to be issued, issue to:

Please insert social security or identifying number: