General Growth Properties, Inc. (Form: 8-K)

FIRST AMENDMENT, dated as of November 18, 2004 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of November 12, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among General Growth Properties, Inc. (“Holdings”), GGP Limited Partnership (the “Partnership”), GGPLP L.L.C. (the “Company”; Holdings, the Partnership and the Company being referred to herein, collectively, as the “Borrowers”), the Lenders parties thereto, Banc of America Securities LLC, Credit Suisse First Boston, Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as joint advisors, joint arrangers and joint bookrunners, Bank of America, N.A. and Credit Suisse First Boston, as syndication agents, Eurohypo AG, New York Branch, as documentation agent, Lehman Commercial Paper Inc., as Tranche B administrative agent (in such capacity, the “Tranche B Administrative Agent”), and Wachovia Bank, National Association, as general administrative agent, (in such capacity, the “General Administrative Agent”).

WHEREAS, the Borrowers, the Lenders (such term and other capitalized terms used in these recitals being used with the definitions given to such terms in Section 1 hereof) and the Agents are parties to the Credit Agreement;

WHEREAS, the New Pro Rata Lenders wish to become parties to the Credit Agreement and to acquire Revolving Credit Commitments, Revolving Credit Loans and Tranche A Term Loans from the Initial Pro Rata Lenders; and

WHEREAS, the Lenders are willing to agree to certain amendments to the Credit Agreement, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined, and the following terms shall have the following meanings:

2. Pricing Amendment. On the Amendment Effective Date, the definition of Applicable Margin set forth in Section 1.1 of the Credit Agreement will be amended, with retroactive effect to the Closing Date, such that the Applicable Margin with respect to the Tranche B Term Loans will be 1.25% (in the case of Base Rate Loans) and 2.25% (in the case of Eurodollar Loans).

(a) On the Amendment Effective Date, the Lenders listed as Initial Pro Rata Lenders on the signature pages hereto (each, an “Initial Pro Rata Lender”) will sell and assign to each Lender listed as a New Pro Rata Lender on a signature page hereto executed and delivered by such Lender and confirmed by the General Administrative Agent (each, a “New Pro Rata Lender”), and each New Pro Rata Lender will purchase and assume from the Initial Pro Rata Lenders, (i) a Revolving Credit Commitment in the amount set forth opposite such Lender’s name on such Lender’s signature page hereto opposite the caption “Revolving Credit Commitment”, (ii) such New Pro Rata Lender’s Revolving Credit Percentage (determined after giving effect to the assumption by the New Pro Rata Lenders of the Revolving Credit Commitments assumed by them pursuant to the foregoing clause (i)) of all Revolving Credit Loans outstanding on the Amendment Effective Date, and (iii) a Tranche A Term Loan in the principal amount set forth opposite such Lender’s name on such Lender’s signature page hereto opposite the caption “Tranche A Term Loan”. Each such sale and assignment by the Initial Pro Rata Lenders shall be made by the Initial Pro Rata Lenders in equal shares among them and shall be deemed to have been consummated pursuant to Section 10.6(c) of the Credit Agreement; provided, that no Assignment and Acceptance shall be executed to effect such transaction and no registration and processing fee shall be payable pursuant to Section 10.6(e) in connection with such transactions. Interest on the Loans purchased by each New Pro Rata Lender pursuant hereto shall accrue for the benefit of the Initial Pro Rata Lenders from the Closing Date to the date upon which such New Pro Rata Lender’s purchase of such Loans is effective pursuant to paragraph (b) below, and from and after such date such interest shall accrue for the benefit of such New Pro Rata Lender.

(b) In consideration of the sale and assignment effected pursuant to the foregoing paragraph (a), on the Amendment Effective Date, each New Pro Rata Lender will pay to the General Administrative Agent, in immediately available funds, an amount equal to 100% of the outstanding principal amount of the Tranche A Term Loan being purchased by such New Pro Rata Lender plus 100% of such New Pro Rata Lender’s Revolving Credit Percentage (determined after giving effect to the assumption by the New Pro Rata Lenders of the Revolving Credit Commitments assumed by them pursuant to clause (i) of the foregoing paragraph (a)) of the aggregate principal amount of all Revolving Credit Loans outstanding on the Amendment Effective Date, and such sale and assignment to each New Pro Rata Lender will be effective upon such payment by such New Pro Rata Lender. The General Administrative Agent will distribute to each Initial Pro Rata Lender such Lender’s ratable share of the payments received by the General Administrative Agent pursuant to this paragraph (b).

(c) Each Initial Pro Rata Lender (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that such Initial Pro Rata Lender has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim and (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party, any of its Subsidiaries or any other obligor or the performance or observance by any Loan Party, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto.

(d) Each New Pro Rata Lender (i) represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements described in Section 4.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and without reliance upon any Initial Pro Rata Lender, the Agents or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. From and after the Amendment Effective Date, each New Pro Rata Lender shall be a party to the Credit Agreement and shall have the rights and obligations of a Lender thereunder and under the other Loan Documents.

4. Representations and Warranties. Holdings and the Partnership hereby confirm, reaffirm and restate the representations and warranties set forth in Section 4 of the Credit Agreement. Holdings and the Partnership represent and warrant that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Effectiveness. This Amendment shall become effective as of the date set forth above on the date (the “Amendment Effective Date”) on which the General Administrative Agent shall have received this Amendment executed and delivered by the Borrowers, each Initial Pro Rata Lender, each New Pro Rata Lender, and Lenders party to the Credit Agreement constituting the “Required Lenders” thereunder and each Tranche B Term Loan Lender.

5. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrowers that would require a waiver or consent of the Lenders or any Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

6. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts (including facsimiled counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.

7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

GENERAL GROWTH PROPERTIES, INC.

By: /s/ Bernard Freibaum

Name: Bernard Freibaum
Title: Vice President

GGP LIMITED PARTNERSHIP

By: General Growth Properties, Inc., its general partner

By: /s/ Bernard Freibaum

Name: Bernard Freibaum
Title: Vice President

GGPLP L.L.C.

By: GGP Limited Partnership, its managing member

By: General Growth Properties, Inc., its general partner

By: /s/ Bernard Freibaum

Name: Bernard Freibaum
Title: Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION, as General Administrative Agent

By: /s/ David Hoagland

Name: David Hoagland
Title: Director

BANK OF AMERICA, N.A., as an Initial Pro Rata Lender

By: /s/ Michael Edwards

Name: Michael Edwards
Title: Managing Director

CREDIT SUISSE FIRST BOSTON, as an Initial Pro Rata Lender

By: /s/ Bill O’Daly

Name: Bill O’Daly
Title: Director

By: /s/ Cassandra Droogan

Name: Cassandra Droogan
Title: Associate

LEHMAN COMMERCIAL PAPER INC., as an Initial Pro Rata Lender

By: /s/ Francis X. Gilhool

Name: Francis X. Gilhool
Title: Authorized Signatory

WACHOVIA BANK, NATIONAL ASSOCIATION, as an Initial Pro Rata Lender

By: /s/ Charles B. Edmondson

Name: Charles B. Edmondson
Title: Vice President

EUROHYPO AG, NEW YORK BRANCH, as a Lender

By: /s/ Ben J. Marciano

Name: Ben J. Marciano
Title: Managing Director

By: /s/ Stephen Cox

Name: Stephen Cox
Title: Vice President

BARCLAYS BANK PLC, as a Lender

By:

Name:

Title:

SOCIETE GENERALE, as a Lender

By: /s/ Jeffrey C. Schultz

Name: Jeffrey C. Schultz
Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By: /s/ David A. Buck

Name: David A. Buck
Title: Senior Vice President

COMMERZBANK AG, as a Lender

By:

Name:

Title:

By:

Name:

Title:

CITICORP NORTH AMERICA, INC., as a Lender

By: /s/ David Boutou

Name: David Boutou
Title: Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

By:

Name:

Title:

ING REAL ESTATE FINANCE (USA) LLC, as a Lender

By: /s/ Michael Shields

Name: Michael Shields
Title: Vice President

MERRILL LYNCH BANK USA, as a Lender

By: /s/ Louis Alder

Name: Louis Alder
Title: Director

MORGAN STANLEY BANK, as a Lender

By: /s/ Daniel Twenge

Name: Daniel Twenge
Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Megan McBride

Name: Megan McBride
Title: Senior Vice President

New Pro Rata Lender signature page to
the Amendment dated as of November 18, 2004 to the
GENERAL GROWTH PROPERTIES, INC.
Amended and Restated Credit Agreement

SECOND AMENDMENT, dated as of June 30, 2005 (this “Second Amendment”), to the Amended and Restated Credit Agreement, dated as of November 12, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among General Growth Properties, Inc. (“Holdings”), GGP Limited Partnership (the “Partnership”), GGPLP L.L.C. (the “Company”; Holdings, the Partnership and the Company being referred to herein, collectively, as the “Borrowers”), the Lenders parties thereto, Banc of America Securities LLC, Credit Suisse First Boston, Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as joint advisors, joint arrangers and joint bookrunners, Bank of America, N.A. and Credit Suisse First Boston, as syndication agents, Eurohypo AG, New York Branch, as documentation agent, Lehman Commercial Paper Inc., as Tranche B administrative agent (in such capacity, the “Tranche B Administrative Agent”), and Wachovia Bank, National Association, as general administrative agent (in such capacity, the “General Administrative Agent”).

WHEREAS, the Borrowers, the Lenders and the Tranche B Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Borrowers have requested that the Credit Agreement be amended to provide for the Tranche B Term Loan Refinancing (as defined herein);

WHEREAS, the Lenders and the Tranche B Administrative Agent are willing to agree to such amendment to the Credit Agreement, subject to the terms and conditions set forth herein; and

WHEREAS, the Borrowers have asked each of Lehman Brothers Inc. and Credit Suisse to act as exclusive joint lead arrangers for this Second Amendment and each of Lehman Brothers Inc. and Credit Suisse has agreed to serve in such capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrowers, the Lenders and the Tranche B Administrative Agent hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following new or substitute definitions, to appear in alphabetical order:

“Continuing Tranche B Term Loan Lender”: each Lender which holds an Original Tranche B Term Loan and which has a Replacement Tranche B Term Loan Commitment.

“Original Tranche B Term Loan”: a Tranche B Term Loan made to the Borrowers pursuant to this Agreement on the Closing Date.

“Original Tranche B Term Loan Commitment”: as to any Lender, the Tranche B Term Loan Commitment of such Lender in effect immediately prior to the Second Amendment Effective Date.

“Original Tranche B Term Loan Lender”: each Lender which holds an Original Tranche B Term Loan immediately prior to the Second Amendment Effective Date.

“Replacement Tranche B Term Loan Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Replacement Tranche B Term Loan to the Borrowers hereunder in a principal amount not to exceed the amount agreed to by the Borrowers, the Tranche B Administrative Agent and such Lender. The original aggregate amount of the Replacement Tranche B Term Loan Commitments is $1,995,000,000.

“Replacement Tranche B Term Loan Lender”: each Lender which has a Replacement Tranche B Term Loan Commitment or which has made a Replacement Tranche B Term Loan.

“Second Amendment”: the Second Amendment, dated as of June 30, 2005, to this Agreement.

“Second Amendment Effective Date”: the date on which the conditions precedent set forth in Section 7 of the Second Amendment shall have been satisfied, which date is June 30, 2005.

“Tranche B Term Loan”: prior to the Second Amendment Effective Date, an Original Tranche B Term Loan; and from and after the Second Amendment Effective Date, a Replacement Tranche B Term Loan.

“Tranche B Term Loan Commitment”: prior to the Second Amendment Effective Date, an Original Tranche B Term Loan Commitment; and from and after the Second Amendment Effective Date, a Replacement Tranche B Term Loan Commitment.

“Tranche B Term Loan Lender”: prior to the Second Amendment Effective Date, each Original Tranche B Term Loan Lender; and from and after the Second Amendment Effective Date, each Replacement Tranche B Term Loan Lender.

“Tranche B Term Loan Refinancing”: the refinancing in full of the outstanding Original Tranche B Term Loans with the proceeds of the Replacement Tranche B Term Loans.

(b) The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended by deleting the last row of the table contained therein and inserting in lieu thereof the following language:

3. Amendment to Section 2.1 (Term Loan Commitments). Section 2.1 of the Credit Agreement is hereby amended by deleting such Section and substituting therefor the following:

2.1 Term Loan Commitments. (a) Subject to the terms and conditions hereof, (i) the CMBS Bridge Loan Lenders severally agree to make term loans (each, a “CMBS Bridge Loan”) to the Borrowers on the Closing Date in an amount for each CMBS Bridge Loan Lender not to exceed the amount of the CMBS Bridge Loan Commitment of such Lender, (ii) the Tranche A Term Loan Lenders severally agree to make term loans (each, a “Tranche A Term Loan”) to the Borrowers on the Closing Date in an amount for each Tranche A Term Loan Lender not to exceed the amount of the Tranche A Term Loan Commitment of such Lender and (iii) the Replacement Tranche B Term Loan Lenders severally agree to make term loans (or, in the case of the Continuing Tranche B Term Loan Lenders, pursuant to clause (b), elect to convert Original Tranche B Term Loans) (each, a “Replacement Tranche B Term Loan”) to the Borrowers on the Second Amendment Effective Date in an amount for each Replacement Tranche B Term Loan Lender not to exceed the amount of the Replacement Tranche B Term Loan Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. The Original Tranche B Term Loans were made to the Borrowers on the Closing Date.

(b) In connection with the making of the Replacement Tranche B Term Loans pursuant to clause (a) above, by delivering written notice to the Tranche B Administrative Agent on or prior to the Second Amendment Effective Date, any Continuing Tranche B Term Loan Lender may elect to make all of such Lender’s Replacement Tranche B Term Loan requested by the Borrowers to be made on the Second Amendment Effective Date by converting all of the outstanding principal amount of the Original Tranche B Term Loans held by such Lender into Replacement Tranche B Term Loans in a principal amount equal to the amount of the loans so converted (each, a “Converted Original Tranche B Term Loan”). On the Second Amendment Effective Date, the Converted Original Tranche B Term Loans shall be converted for all purposes of this Agreement into Replacement Tranche B Term Loans, and the Tranche B Administrative Agent shall record in the Register the aggregate amounts of Converted Original Tranche B Term Loans converted into Replacement Tranche B Term Loans. Any written notice to the Tranche B Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify the amount of such Lender’s Replacement Tranche B Term Loan Commitment and the principal amount of the Original Tranche B Term Loans held by such Lender that is to be converted into Replacement Tranche B Term Loans. Converted Original Tranche B Term Loans shall constitute Replacement Tranche B Term Loans for all purposes of this Agreement.

(c) The Tranche B Term Loan Refinancing shall not extinguish the Original Tranche B Term Loans; provided that the Original Tranche B Term Loans will be refinanced with the proceeds of the Replacement Tranche B Term Loans. Nothing herein contained shall be construed as a substitution or novation of the Original Tranche B Term Loans, which shall remain outstanding after the Second Amendment Effective Date as Replacement Tranche B Term Loans. Notwithstanding any provision of this Agreement, the provisions of Sections 2.19, 2.20, 2.21 and 10.5 as in effect immediately prior to the Second Amendment Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Second Amendment Effective Date.

(d) The aggregate principal amount of all Tranche A Term Loans, all Revolving Credit Loans, all Swing Line Loans and all Letters of Credit outstanding under the Credit Agreement on the Second Amendment Effective Date shall continue to be outstanding.

(e) Each borrowing of Term Loans shall be made by Holdings, the Company or the Partnership or simultaneously by any of Holdings, the Company and the Partnership and shall be the separate obligation of the Borrower making such borrowing and not of the other Borrowers; provided, however, that pursuant to the Guarantee and Pledge Agreement, Holdings and the Partnership shall guaranty each other’s Obligations and the Obligations of the Company (so that (1) Holdings and the Partnership shall, as Guarantors, be liable, subject to the limitations set forth in the Guarantee and Pledge Agreement, for each others’ Obligations and (2) Holdings and the Partnership shall also, as Guarantors, be liable, subject to the limitations set forth in the Guarantee and Pledge Agreement, for the Obligations of the Company, but the Company shall not be liable for the Obligations of Holdings or the Partnership). The Term Loans have been allocated to and shall be borrowed by each Borrower set forth below on the Closing Date in the following amounts:

The Replacement Tranche B Term Loans have been allocated to and shall be borrowed by each Borrower set forth below on the Second Amendment Effective Date in the following amounts:

Notwithstanding anything herein to the contrary, the Partnership shall be permitted to assume all of the Term Loans made to Holdings on the Closing Date in a manner reasonably satisfactory to the Administrative Agent.

4. Amendment to Section 2.2 (Procedure for Term Loan Borrowing). Section 2.2 of the Credit Agreement is hereby amended by deleting such Section and substituting therefor the following:

2.2 Procedure for Term Loan Borrowing. The relevant Borrower shall deliver to the Tranche B Administrative Agent irrevocable notice (which notice must be received by the Tranche B Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the requested Second Amendment Effective Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Second Amendment Effective Date, in the case of Base Rate Loans) requesting that the Replacement Tranche B Term Loan Lenders make the Replacement Tranche B Term Loans or convert the Original Tranche B Term Loans to Replacement Tranche B Term Loans on the Second Amendment Effective Date. Upon receipt of such notice the Tranche B Administrative Agent shall promptly notify each Replacement Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Second Amendment Effective Date each Replacement Tranche B Term Loan Lender shall make available to the Tranche B Administrative Agent at the Funding Office an amount in immediately available funds equal to the Replacement Tranche B Term Loan or Replacement Tranche B Term Loans to be made by such Lender. The Tranche B Administrative Agent shall apply the amounts made available to the Tranche B Administrative Agent by the Replacement Tranche B Term Lenders to the repayment of principal of the Original Tranche B Term Loans.

5. Amendment to Section 4.16 (Use of Proceeds). Section 4.16 of the Credit Agreement is hereby amended by adding the following at the end thereof: “The Replacement Tranche B Term Loans shall be used for the Tranche B Term Loan Refinancing.”

6. Representations and Warranties. Holdings and the Partnership hereby confirm, reaffirm and restate the representations and warranties set forth in Section 4 of the Credit Agreement. Holdings and the Partnership represent and warrant that, after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing.

7. Effectiveness. This Second Amendment shall become effective as of the date set forth above (the “Second Amendment Effective Date”) upon the satisfaction of the following conditions precedent:

(a) Second Amendment. The Tranche B Administrative Agent shall have received this Second Amendment executed and delivered by the Tranche B Administrative Agent, the Borrowers and each Lender with a Replacement Tranche B Term Loan Commitment (or, in the case of any Lender, a lender addendum or joinder agreement in a form specified by the Tranche B Administrative Agent).

(b) Fees. The Lenders and the Tranche B Administrative Agent shall have received all fees required to be paid on or before the Second Amendment Effective Date, and all expenses required to be paid on or before the Second Amendment Effective Date for which invoices have been presented, including, without limitation, the reasonable fees and expenses of legal counsel, on or before the Second Amendment Effective Date.

(c) Security Documents. The Tranche B Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of each Borrower and each other Loan Party.

(d) Tranche B Term Loan Refinancing. The Tranche B Term Loan Refinancing shall have been consummated or arrangements reasonably satisfactory to the Tranche B Administrative Agent shall have been made for the consummation thereof.

(e) Closing Certificate. The Tranche B Administrative Agent shall have received a certificate of each Borrower, dated the Second Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments.

(f) Legal Opinions. The Tranche B Administrative Agent shall have received a legal opinion from counsel to the Borrowers in form and substance reasonably satisfactory to the Tranche B Administrative Agent.

8. Prepayment Notice. The Lenders hereby waive the requirements of the Credit Agreement to the extent, but only to the extent, the Credit Agreement requires more than one Business Day’s notice of repayment to be given in connection with the Tranche B Term Loan Refinancing.

9. Tranche B Term Loan Refinancing. The Borrowers hereby irrevocably direct the Tranche B Administrative Agent (a) to apply the proceeds of the Replacement Tranche B Term Loans being funded (and not being converted) immediately upon the receipt thereof to prepay the outstanding principal of the Original Tranche B Term Loans and (b) with respect to all Replacement Tranche B Term Loans being converted from Original Tranche B Term Loans, to take such action as is deemed necessary or appropriate to effectuate the conversion of such Original Tranche B Term Loans into Replacement Tranche B Term Loans in the manner described in paragraph (b) of Section 2.1 of the Credit Agreement as amended hereby. The Borrowers also agree to pay to the Tranche B Administrative Agent on the Second Amendment Effective Date by intrabank transfer of immediately available funds all accrued interest, fees and any other amounts owing in respect of the Original Tranche B Term Loans as of such date (including any amounts payable pursuant to Section 2.21 of the Credit Agreement as a result of the Tranche B Term Loan Refinancing, including as a result of the conversion of Original Tranche B Term Loans to Replacement Tranche B Term Loans).

10. Repricings of Replacement Tranche B Term Loans. For the avoidance of doubt, the Borrowers hereby acknowledge and agree that the Replacement Tranche B Term Loans are not permitted to be repriced or modified pursuant to the last paragraph of Section 10.1 of the Credit Agreement.

11. Continuing Effect of the Credit Agreement. This Second Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrowers that would require a waiver or consent of the Lenders or any Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

12. Counterparts. This Second Amendment may be executed by the parties hereto in any number of separate counterparts (including facsimiled counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.

13. GOVERNING LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

14. Expenses. Each Borrower (on a pro rata basis based on the maximum amount of the Commitments made available to it hereunder) severally agrees to pay or reimburse the Tranche B Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Second Amendment, including, without limitation, the fees and disbursements of counsel to the Tranche B Administrative Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

GENERAL GROWTH PROPERTIES, INC.

By: /s/ Ron Gern

Name: Ron Gern
Title: Senior Vice President

GGP LIMITED PARTNERSHIP
By: General Growth Properties, Inc., its general
partner

By: /s/ Ron Gern

Name: Ron Gern
Title: Senior Vice President

GGPLP L.L.C.
By: GGP Limited Partnership, its managing
member
By: General Growth Properties, Inc., general
partner of GGP Limited Partnership

By: /s/ Ron Gern

Name: Ron Gern
Title: Senior Vice President

LEHMAN COMMERCIAL PAPER INC., as
Tranche B Administrative Agent and as a Lender

By: /s/ Craig Malloy

Name: Craig Malloy
Title: Authorized Signatory

AMENDMENT NO. 3, dated as of June 29, 2005 (this “Amendment Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 12, 2004 (as previously amended, the “Credit Agreement”), among GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (“Holdings”), GGP LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), GGPLP L.L.C., a Delaware limited liability company (the “Company”, and together with Holdings and the Partnership, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (each in such capacity, a “Lender” and collectively the “Lenders”), LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC, CREDIT SUISSE FIRST BOSTON, and WACHOVIA CAPITAL MARKETS, LLC, as joint advisors, joint arrangers and joint bookrunners, BANK OF AMERICA, N.A., and CREDIT SUISSE FIRST BOSTON, as syndication agents, EUROHYPO AG, NEW YORK BRANCH, as documentation agent, LEHMAN COMMERCIAL PAPER INC., as Tranche B administrative agent for the Tranche B Term Loan facility, and WACHOVIA BANK, NATIONAL ASSOCIATION as general administrative agent.

WHEREAS, the parties hereto desire to amend certain provisions of the Credit Agreement in the manner and on the terms set forth herein (the “Amended Credit Agreement Provisions”);

WHEREAS, the parties hereto desire that the Amended Credit Agreement Provisions be valid and effective for all intents and purposes as if originally set forth in the Credit Agreement as of November 12, 2004, and desire that the Credit Agreement and the other Loan Documents be interpreted, construed and enforced for all intents and purposes as if the Amended Credit Agreement Provisions had originally been set forth in the Credit Agreement as of November 12, 2004; and

WHEREAS, the parties hereto desire that the provisions replaced by the Amended Credit Agreement Provisions (the “Original Credit Agreement Provisions”) be considered for all intents and purposes null, void and otherwise without any value or effect ab initio.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a) Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by amending and restating each of the following definitions as follows:

“Change of Control”: the occurrence of any of the following events: (a) (i) more than two of Matthew Bucksbaum, John Bucksbaum, Robert Michaels, and Bernard Freibaum, or any replacement for any of the foregoing Persons previously approved by the Required Lenders pursuant to clause (ii) below, shall cease to be senior officers of Holdings, and (ii) if the circumstances described in clause (i) shall occur, the senior management positions of the foregoing Persons who cease to be senior officers as aforesaid are not filled within 180 days after the vacancy in such positions arise with replacements approved by the Required Lenders; (b) (i) Holdings shall cease to own and control, of record and beneficially, directly or indirectly, (x) at least 66 2/3% of the aggregate outstanding voting Capital Stock of the Partnership or (y) at least 66 2/3% of the aggregate outstanding Capital Stock of the Partnership, in each case free and clear of all Liens (except Liens created by the Security Documents and Liens for taxes described in Section 7.3(a)), (ii) after giving effect to the intercompany transactions to be consummated on the Closing Date, the Partnership shall cease to own and control, of record and beneficially, (x) directly or indirectly, 100% of each class of outstanding common equity interests of the Company, (y) directly, 99% of the outstanding Capital Stock of the Target or (z) directly, 100% of each class of outstanding Capital Stock of Rouse LLC, in each case free and clear of all Liens (except Liens created by the Security Documents and Liens for taxes described in Section 7.3(a)), or (iii) Rouse LLC shall cease to own and control, of record and beneficially, directly, 1% of the outstanding Capital Stock of the Target free and clear of all Liens (except Liens created by the Security Documents and Liens for taxes described in Section 7.3(a)); or (c) a Specified Change of Control.

“Consolidated Entities”: the Borrowers and the Wholly Owned Subsidiaries of one or more of the Borrowers.

“Fixed Charge Coverage Ratio”: for any period, the ratio of (a) Combined EBITDA for such period to (b) Fixed Charges for such period.

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables and accrued expenses incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person (other than (i) obligations existing on the Closing Date that Holdings has the right to satisfy by delivery of Capital Stock of Holdings and (ii) obligations that Holdings is given the right to satisfy by delivery of Capital Stock of Holdings), (h) all Contingent Obligations of such Person, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) for the purposes of Section 8(e) only, the net obligations of such Person in respect of Hedge Agreements and (k) all obligations of such Person in respect of forward equity sales and similar purchase obligations. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Management Company”: General Growth Management, Inc., a Delaware corporation and its Affiliates, and any of its successors and assigns that are Affiliates of Holdings.

“Minority Holdings”: partnerships, joint ventures, trusts, limited liability companies and corporations held or owned by Holdings, any Consolidated Entity or the Management Company, which are not Wholly Owned Subsidiaries of one or more of Holdings, any Consolidated Entity or the Management Company.

“Secured Mortgage Indebtedness”: any Indebtedness (other than the Loans) secured by a mortgage on any real property or secured by a Lien on any Capital Stock of any entity whose primary asset is (A) the real property financed by such Indebtedness or (B) the Capital Stock of an entity that directly or indirectly owns such real property.

“Wholly Owned Subsidiary”: as to any Person or Persons, any Subsidiary of any of such Person or Persons all of the Capital Stock of which (other than directors’ qualifying shares and, in the case of any real estate investment trust Subsidiary, non-participating preferred equity with a base liquidation preference of no more than $180,000 and, in the case of Price Development Company Limited Partnership, the preferred equity therein existing on the date hereof) is owned by such Person or Persons directly or indirectly.

(b) Section 2.14 of the Credit Agreement. Section 2.14 of the Credit Agreement is hereby amended by adding the words “per Borrower” immediately after the words “Eurodollar Tranches” in clause (b) thereof.

(c) Section 2.21 of the Credit Agreement. Section 2.21 of the Credit Agreement is hereby amended by adding the words “on demand” immediately after the word “indemnify” in the first sentence thereof.

(d) Section 6.10 of the Credit Agreement. Section 6.10 of the Credit Agreement is hereby amended by amending and restating such Section 6.10 as follows:

6.10 Subsidiary Distributions. Cause the Target and its Subsidiaries and any Minority Holdings owned (directly or indirectly) by the Partnership to dividend or otherwise distribute all of its cash (other than cash necessary to conduct its normal business and operations) to the Partnership (the “Distributions”), subject to, in the case of any Minority Holdings, contractual or other legal restrictions prohibiting or limiting the ability of any Group Member to cause such dividend or distribution. The Distributions made by the Target or its Subsidiaries shall be deposited into the Deposit Account (as defined in the Control Agreement); provided, that the parties hereto acknowledge and agree that, unless an Event of Default shall have occurred and be continuing, (i) no Person shall deliver a Control Notice (as defined in the Control Agreement) with respect thereto and (ii) the relevant Borrower shall have the right to make withdrawals therefrom.

(e) Section 6.13 of the Credit Agreement. Section 6.13 of the Credit Agreement is hereby amended by amending and restating such Section 6.13 as follows:

6.13 Pledges. Within 10 days after the Closing Date (or such longer period of time as may be agreed by the Administrative Agent), provide for the pledge of the common units of the Company not directly owned by the Partnership in a manner satisfactory to the Administrative Agent (it being understood that as of the Closing Date such common units equal approximately 9.64% of the aggregate issued and outstanding common units of the Company).

(f) Section 7.2 of the Credit Agreement. Section 7.2 of the Credit Agreement is hereby amended by amending and restating such Section 7.2 as follows:

7.2 Limitation on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except Indebtedness which (i) has a maturity date no earlier than six months following the maturity date of the Tranche B Term Loans (other than Indebtedness existing on the date hereof, the Loans, Secured Mortgage Indebtedness, Construction Related Indebtedness and unsecured Indebtedness) and (ii) when aggregated with Indebtedness of the Group Members and Indebtedness of Minority Holdings allocable in accordance with GAAP to Holdings or any Consolidated Entity as of the time of determination, would not cause Total Adjusted Outstanding Indebtedness at any time during the period set forth below to exceed the percentage of the Capitalization Value set forth below opposite such period:

(i) the aggregate outstanding principal amount of any unsecured Indebtedness of (x) all Consolidated Entities shall not exceed $25,000,000 at any one time and (y) all Minority Holdings shall not exceed $100,000,000 at any one time, in each case other than such unsecured Indebtedness outstanding on the date hereof and listed on Schedule 7.2 and any refinancings thereof (provided such refinancing does not increase the principal amount thereof or shorten the maturity thereof); and

(ii) the aggregate outstanding principal amount of any Recourse Secured Mortgage Indebtedness shall not exceed 7.5% of the Capitalization Value at any one time.

(g) Section 7.3(i) of the Credit Agreement. Section 7.3(i) of the Credit Agreement is hereby amended by amending and restating such Section 7.3(i) as follows:

(i) Liens securing permitted Recourse Secured Mortgage Indebtedness, provided that (i) such Liens shall be created substantially simultaneously with the incurrence of such Indebtedness and (ii) such Liens do not at any time encumber any Property other than (1) the Property financed by such Indebtedness and/or (2) the Capital Stock of any entity whose primary asset is (A) the Property financed by such Indebtedness or (B) the Capital Stock of an entity that directly or indirectly owns such Property; and

(h) Section 7.3(j) of the Credit Agreement. Section 7.3(j) of the Credit Agreement is hereby amended by amending and restating such Section 7.3(j) as follows:

(j) Liens to secure capital contributions and other obligations arising in favor of the holders of equity interests in entities which are Minority Holdings pursuant to the terms of the applicable partnership, joint venture, operating, shareholders or similar agreement between such holders and any Group Member, provided that such Liens do not at any time encumber any Property other than such equity interests.

(i) Section 7.4(a) of the Credit Agreement. Section 7.4(a) of the Credit Agreement is hereby amended by amending and restating such Section 7.4(a) as follows:

(a) any Subsidiary of Holdings (other than the Partnership or the Company) may be merged or consolidated with or into any Borrower (provided that such Borrower shall be the continuing or surviving entity) or with or into any Wholly Owned Subsidiary of one or more Borrowers (provided that (i) such Wholly Owned Subsidiary shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Wholly Owned Subsidiary of one or more Borrowers);

(j) Section 7.4(b) of the Credit Agreement. Section 7.4(b) of the Credit Agreement is hereby amended by amending and restating such Section 7.4(b) as follows:

(b) any Subsidiary of Holdings (other than the Partnership or the Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Borrower or any Wholly Owned Subsidiary of one or more Borrowers; and

(k) Section 7.5(d) of the Credit Agreement. Section 7.5(d) of the Credit Agreement is hereby amended by amending and restating such Section 7.5(d) as follows:

(d) the sale or issuance of any Subsidiary’s Capital Stock to any Borrower or a Wholly Owned Subsidiary of one or more Borrowers;

(l) Section 7.5(e) of the Credit Agreement. Section 7.5(e) of the Credit Agreement is hereby amended by removing the word “and” that appears at the end of such Section 7.5(e).

(m) Section 7.5(f) of the Credit Agreement. Section 7.5(f) of the Credit Agreement is hereby amended by removing the period that appears at the end of such Section 7.5(f) and replacing it with a semi-colon.

(n) Section 7.5 of the Credit Agreement. Section 7.5 of the Credit Agreement is hereby further amended by adding the following subsections:

(g) the sale or issuance of Capital Stock of any Borrower (provided that such would not result in a Change of Control); and

(h) the sale or issuance by any real estate investment trust Subsidiary to individuals of preferred equity with a base liquidation preference of no more than $180,000 in the aggregate for any such real estate investment trust.

(o) Section 7.6(b) of the Credit Agreement. Section 7.6(b) of the Credit Agreement is hereby amended by amending and restating such Section 7.6(b) as follows:

(b) Make any Redemption Payment (other than to one or more Group Members) during any fiscal year of Holdings, which, when added to all Redemption Payments made during such year of Holdings, exceeds $125,000,000 in the aggregate; provided that (i) no such Redemption Payment shall have, or be reasonably likely to have, a Material Adverse Effect and (ii) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Redemption Payment. For purposes of this Agreement, “Redemption Payment” means any payment (except payments made in Capital Stock of Holdings) on account of the purchase, redemption, retirement or acquisition (including merger consideration) of (i) any shares of any Group Member’s Capital Stock or (ii) any option, warrant or other right to acquire shares of any Group Member’s Capital Stock.

(p) Section 7.7(e) of the Credit Agreement. Section 7.7(e) of the Credit Agreement is hereby amended by amending and restating such Section 7.7(e) as follows:

(e) Investments by any Group Member in any Borrower or any Person that, prior to such Investment, is a Wholly Owned Subsidiary of one or more Borrowers;

(q) Section 7.10 of the Credit Agreement. Section 7.10 of the Credit Agreement is hereby amended by amending and restating such Section 7.10 as follows:

7.10 Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, Holdings or any other Subsidiary, (b) make Investments in Holdings or any other Subsidiary or (c) transfer any of its assets to Holdings or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or the acquisition of an asset by such Subsidiary, (iii) any restrictions under the documentation governing any unsecured Indebtedness listed on Schedule 7.2 or any Secured Mortgage Indebtedness or (iv) any restrictions existing as of the Closing Date under any of (A) the Borrower Operating Agreement, (B) the Borrower Partnership Agreement, (C) the Hughes Agreement and (D) the partnership and stockholders agreements of any of Price Development Company, Limited Partnership, GGP Ivanhoe, Inc. and GGP Ivanhoe IV, Inc.

(r) Section 7.13 of the Credit Agreement. Section 7.13 of the Credit Agreement is hereby amended by amending and restating such Section 7.13 as follows:

7.13 Limitation on Amendments to Other Documents. (a) Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the Borrower Partnership Agreement or the Borrower Operating Agreement in any manner that would increase the amounts payable by the Company or the Partnership thereunder (except any such amendment that provides for the authorization and/or issuance of additional units of the Partnership or the Company to the extent not in violation of the definition of “Change of Control”) or (b) otherwise amend, supplement or otherwise modify the terms and conditions of the Borrower Partnership Agreement or the Borrower Operating Agreement except to the extent that any such amendment, supplement or modification could not reasonably be expected to have a Material Adverse Effect.

(s) Section 7.14 of the Credit Agreement. Section 7.14 of the Credit Agreement is hereby amended by amending and restating such Section 7.14 as follows:

7.14 Limitation on Activities of Holdings. In the case of Holdings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Capital Stock of its Subsidiaries (including guaranteeing obligations of its Subsidiaries in the ordinary course of business and/or as may be necessary or desirable for tax reasons, including in order for Holdings to maintain its status as a REIT under the Code), (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations except as permitted under this Agreement, or (c) after giving effect to the intercompany transactions to be consummated on the Closing Date, own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with dividends made by its Subsidiaries in accordance with Section 7.6) and cash equivalents) other than the ownership of shares of Capital Stock of the Partnership and its other Subsidiaries (provided that such other Subsidiaries were Subsidiaries of Holdings on the Closing Date).

2. Effect of Amended Provisions. On the Effective Date (as defined below), (i) the Amended Credit Agreement Provisions set forth in this Amendment Agreement shall be valid and effective for all intents and purposes as if originally set forth in the Credit Agreement as of November 12, 2004, (ii) the Credit Agreement, the other Loan Documents and all certificates and other instruments (and any amendments or supplements to any of the foregoing) delivered pursuant to the terms of any Loan Document or in connection with the Loans (whether delivered on or prior to the Effective Date or thereafter) shall be interpreted, construed and enforced for all intents and purposes (including, but not limited with regards to any representation or warranty contained therein) as if the Amended Credit Agreement Provisions had originally been set forth in the Credit Agreement as of November 12, 2004 and (iii) the Original Credit Agreement Provisions shall be considered for all intents and purposes to be null, void and otherwise without any value or effect ab initio.

3. Effectiveness. This Amendment Agreement shall become effective on the date (the “Effective Date”) on which this Amendment Agreement has been executed and delivered by the Borrowers and the Required Lenders (as defined in the Credit Agreement).

4. Continuing Effect. Except as otherwise amended hereby, the Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms.

5. Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment Agreement.

6. Governing Law. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Counterparts. This Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment Agreement by telecopier or electronic mail shall be as effective as delivery of a manually executed counterpart of such signature page.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed as of the date first written above.

Signature page to AMENDMENT NO. 3,
dated as of June 29, 2005, to the
GENERAL GROWTH PROPERTIES, INC.
Amended and Restated Credit Agreement


Delaware	1-11656	42-1283895
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

110 N. Wacker Drive, Chicago, Illinois		60606
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	General Growth Properties, Inc.

July 6, 2005	By:	Bernard Freibaum

		Name: Bernard Freibaum
		Title: Executive Vice President and Chief Financial Officer


Exhibit No.		Description

10.2		Amendment One
10.3		Amendment Two
10.4		Amendment Three


	Base Rate Loans			Eurodollar Loans
“Tranche B Term Loan Facility		1.00	%		2.00%”


	CMBS Bridge Loans		Tranche A Term Loans		Tranche B Term Loans
Holdings	$	404,173,759.00	$	3,650,000,000	$	2,000,000,000
Partnership	$	222,247,872.30	$	0	$	0
Company	$	518,578,368.70	$	0	$	0


Date of Report (Date of Earliest Event Reported):		June 30, 2005


Registrant’s telephone number, including area code:		312.960.5000


	Replacement Tranche B Term Loans
Holdings	$	0
Partnership	$	1,995,000,000
Company	$	0


	% of Capitalization
Period	Value
Closing Date – June 29, 2006	75%
June 30, 2006 – June 29, 2007		70	%

June 30, 2007 and thereafter		65	%