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UBS Retention Hearing Date and Time: February 16, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Date and Time: February 9, 2010 at 4:00 p.m. (Prevailing Eastern Time) WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP 767 Fifth Avenue 200 East Randolph Drive New York, New York 10153 Chicago, Illinois 60601 Telephone: (212) 310-8000 Telephone: (312) 861-2000 Facsimile: (212) 310-8007 Facsimile: (312) 861-2200 Marcia L. Goldstein James H.M. Sprayregen, P.C. Gary T. Holtzer Anup Sathy, P.C. ( pro hac vice ) Adam P. Strochak Stephen A. Youngman ( pro hac vice ) Sylvia A. Mayer ( pro hac vice ) Attorneys for Debtors and Co-Attorneys for Certain Subsidiary Debtors in Possession Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : Chapter 11 Case No. : GENERAL GROWTH : 09-11977 (ALG) PROPERTIES, INC., et al. , : : (Jointly Administered) Debtors. : ---------------------------------------------------------------x NOTICE OF HEARING REGARDING DEBTORS’ APPLICATION PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014(a) AND 2016 FOR AUTHORIZATION TO EMPLOY AND RETAIN UBS SECURITIES LLC AS NON-EXCLUSIVE CAPITAL MARKETS AND M&A ADVISOR FOR THE DEBTORS NUNC PRO TUNC TO DECEMBER 10, 2009 PLEASE TAKE NOTICE that a hearing on the annexed motion (the “Application ”) of South Street Seaport Limited Partnership, its ultimate parent, General Growth Properties, Inc., and their debtor affiliates, as debtors and debtors in possession in the above- referenced chapter 11 cases (collectively, the “ Debtors ”), seeking entry of an order approving the Application for authorization to employ and retain UBS Securities LLC (“ UBS ”) as non- exclusive capital markets and M&A advisor to the Debtors pursuant to sections 327(a) and 328(a) of chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”) and rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “ Bankruptcy Rules ”) nunc pro tunc to December 10, 2009, all as more fully described in the Application, will be held before the Honorable Allan L. Gropper, United States Bankruptcy Judge, at the United States Bankruptcy Court, Alexander Hamilton Customs House, Courtroom 617, One Bowling Green, New York, New York 10004 (the “ Bankruptcy Court ”) on February 16, 2010 at 10:00 a.m. (Prevailing Eastern Time) (the “ Hearing ”). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application shall be in writing, shall conform to the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules ”) and the Local Rules of the Bankruptcy Court for the Southern District of New York, shall set forth the name of the objecting party, the basis for the objection and the specific grounds thereof, shall be filed with the Bankruptcy Court electronically in accordance with General Order M-242 (which can be found at www.nysb.uscourts.gov) by registered users of the Bankruptcy Court’s case filing system and by all other parties in interest, on a 3.5 inch disk, preferably in Portable Document Format (PDF), WordPerfect, or any other Windows-based word processing format (with two hard copies delivered directly to the chambers of the Honorable Allan L. Gropper), and shall be served upon: (i) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10044 (Attn: Tracy Hope Davis, Linda Riffkin and Andrea Schwartz, Esqs.); (ii) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Marcia L. Goldstein and Gary T. Holtzer, Esqs.), and 700 Louisiana Street, Suite 1600, Houston, Texas 77002 (Attn: Sylvia A. Mayer, Esq.), attorneys for the Debtors; (iii) Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654 (Attn: Anup Sathy, P.C.), co-counsel for certain subsidiary Debtors and Debtors in Possession; (iv) Akin Gump Strauss Hauer & Feld LLP, One US_ACTIVE:\43276985\09\47658.0008 2 Bryant Park, New York, New York 10036 (Attn: Michael S. Stamer, Esq.), and 1333 New Hampshire Avenue, N.W., Washington, D.C. 20036 (Attn: James Savin, Esq.), attorneys for the Official Committee of Unsecured Creditors; (v) Saul Ewing LLP, 400 Madison Avenue, Suite 12B, New York, New York 10017 (Attn: John J. Jerome, Esq.), and Saul Ewing LLP, 500 E. Pratt Street, Suite 800, Baltimore, Maryland 21202 (Attn: Joyce A. Kuhns, Esq.), attorneys for the Official Committee of Equity Security Holders; (vi) Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, attorneys for UBS (Attn: Jay Goffman); and (vii) all parties who have requested notice in these chapter 11 cases; so as to be filed and received by no later than February 9, 2009 at 4:00 p.m. (Prevailing Eastern Time) (the “ Objection Deadline ”). PLEASE TAKE FURTHER NOTICE that if an objection to the Application is not received by the Objection Deadline, the relief requested shall be deemed unopposed, and the Bankruptcy Court may enter an order granting the relief sought without a hearing. PLEASE TAKE FURTHER NOTICE that objecting parties are required to attend the Hearing, and failure to appear may result in relief being granted or denied upon default. Dated: January 25, 2010 New York, New York /s/ Stephen A. Youngman Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 and US_ACTIVE:\43276985\09\47658.0008 3 Stephen A. Youngman (admitted pro hac vice ) WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201 Telephone: (214) 746-7700 Facsimile: (214) 746-7777 and Sylvia A. Mayer (admitted pro hac vice ) WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1600f Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 Attorneys for Debtors and Debtors in Possession and James H.M. Sprayregen, P.C Anup Sathy, P.C. (admitted pro hac vice ) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession US_ACTIVE:\43276985\09\47658.0008 4 Hearing Date and Time: February 16, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Date and Time: February 9, 2010 at 4:00 p.m. (Prevailing Eastern Time) WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP 767 Fifth Avenue 200 East Randolph Drive New York, New York 10153 Chicago, Illinois 60601 Telephone: (212) 310-8000 Telephone: (312) 861-2000 Facsimile: (212) 310-8007 Facsimile: (312) 861-2200 Marcia L. Goldstein James H.M. Sprayregen, P.C. Gary T. Holtzer Anup Sathy, P.C. ( pro hac vice ) Adam P. Strochak Stephen A. Youngman ( pro hac vice ) Sylvia A. Mayer ( pro hac vice ) Attorneys for Debtors and Co-Attorneys for Certain Subsidiary Debtors in Possession Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : Chapter 11 Case No. : GENERAL GROWTH : 09 – 11977 (ALG) PROPERTIES, INC., et al. , : : (Jointly Administered) Debtors. : ---------------------------------------------------------------x APPLICATION PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014(a) AND 2016 FOR AUTHORIZATION TO EMPLOY AND RETAIN UBS SECURITIES LLC AS NON-EXCLUSIVE CAPITAL MARKETS AND M&A ADVISOR FOR THE DEBTORS NUNC PRO TUNC TO DECEMBER 10, 2009 TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: South Street Seaport Limited Partnership, its ultimate parent, General Growth Properties, Inc. (“ GGP ”), and its debtor affiliates, as debtors and debtors in possession (collectively, “ General Growth ” or the “ Debtors ”), 1 submit this application (the “Application ”) and respectfully represent as follows: 1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, is field with the Court at Docket No. 593 and is also available for free online at www.kccllc.net/GeneralGrowth. I. BACKGROUND 1. Commencing on April 16, 2009 (the “ Commencement Date ”) and continuing thereafter, the Debtors each commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”). The Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “ Bankruptcy Rules ”). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2. On April 24, 2009, the United States Trustee for the Southern District of New York (the “ U.S. Trustee ”) appointed an official committee of unsecured creditors (the “Creditors’ Committee ”). On September 8, 2009, the U.S. Trustee appointed an official committee of equity security holders (the “ Equity Committee ”). 3. Additional information regarding the Debtors’ business, capital structure, and the circumstances leading to these chapter 11 cases is contained in the Declaration of Adam S. Metz (Docket No. 12) and the Declaration of James A. Mesterharm Pursuant to Local Bankruptcy Rule 1007-2 in Support of First Day Motions (Docket No. 13). II. JURISDICTION 4. This Court has subject matter jurisdiction to consider and determine this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant
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