order authorizing payment of dividend:
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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:
In re : Chapter 11 Case No.
:
GENERAL GROWTH : 09 – 11977 (ALG)
PROPERTIES, INC., et al., :
: (Jointly Administered)
Debtors. :
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ORDER, PURSUANT TO SECTIONS 105(a) AND 363 OF
THE BANKRUPTCY CODE, APPROVING
THE DEBTORS’ DECLARATION AND PAYMENT OF CERTAIN DIVIDENDS
Upon the motion (the “Motion”)1
of South Street Seaport Limited
Partnership, its ultimate parent, General Growth Properties, Inc. (“GGP”), and its debtor
affiliates, as debtors and debtors in possession (collectively, the “Debtors”) for entry of
an order (the “Order”), pursuant to Sections 105(a) and 363 of the Bankruptcy Code, for
an Order Approving the Payment of Dividends; and it appearing that the relief requested
is in the best interests of the Debtors, these estates and all parties in interest; the Court
having jurisdiction to consider the Motion and the relief requested therein pursuant to 28
U.S.C. §§ 157 and 1334; consideration of the Motion and the relief requested therein
being a core proceeding pursuant to 28 U.S.C. § 157(b); venue being proper before this
court pursuant to 28 U.S.C. §§ 1408 and 1409; notice of the Motion having been
adequate and appropriate under the circumstances; and after due deliberation and
sufficient cause appearing therefor, it is hereby ORDERED:
1. The Motion is granted to the extent provided herein;
2. The Debtors’ are permitted to declare and pay such dividends and
distributions for the 2009 taxable year to enable GGP to maintain its qualification as a
REIT and to avoid payment of entity level income taxes and the Excise Tax (the
“Dividend”);
3. Any REIT-related dividend made by GGP shall be declared and
paid in cash and GGP common stock with the cash portion thereof limited, in the
aggregate, to 10% of GGP’s REIT-related dividend obligation;
4. The Debtors’ directors and officers, as applicable, are authorized to
take such steps necessary to implement and effectuate the declaration and payment of the
Dividend;
5. The Debtors are authorized to take all actions necessary to
effectuate the relief granted pursuant to this Order in accordance with the Motion.
6. Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 7062 and 9014 or otherwise, the terms and conditions of this Order shall be
immediately effective and enforceable upon its entry.
7. The Court retains jurisdiction with respect to all matters arising
from or related to the implementation of this Order.
Date: December 18, 2009
New York, New York
/s/ Allan L. Gropper
THE HONORABLE ALLAN L. GROPPER
UNITED STATES BANKRUPTCY JUDGE
