AMENDED AND RESTATED FORBEARANCE AND WAIVER AGREEMENT

Exhibit 10.1

EXECUTION VERSION

AMENDED AND RESTATED FORBEARANCE AND WAIVER AGREEMENT

           THIS AMENDED AND RESTATED FORBEARANCE AND WAIVER AGREEMENT (as amended or modified from time to time, this “ Agreement ”) dated as of January 30, 2009, is made by and among GENERAL GROWTH PROPERTIES, INC. (“ GGP ”), GGP LIMITED PARTNERSHIP (“ GGPLP ”) and GGPLP L.L.C. (the “ Company ”; GGP, GGPLP and the Company being referred to herein, individually or collectively, as the context may require, as the “ Borrower ” or “ Borrowers ”), ROUSE LLC, GGP AMERICAN PROPERTIES INC., CALEDONIAN HOLDING COMPANY, INC., and EUROHYPO AG, NEW YORK BRANCH, as administrative agent (in such capacity, " Agent ”) on behalf of the banks and other financial institutions or entities from time to time party to the Corporate Credit Agreement (as defined herein) (individually or collectively, as the context may require, “ Lenders ”).

RECITALS:

NOW, THEREFORE , in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

management in the ordinary course of business and consistent with past business practices of the Group Members), or to Affiliate of any Group Member.

“ Rouse Percentage ”: in respect of a Group Member, as of any date, the aggregate percentage of the capital stock, partnership, limited liability company or other ownership interests of such Person directly or indirectly owned by Rouse LP.

“ Subordinated Indebtedness ” means any unsecured Indebtedness of any Group Member in existence as of December 15, 2008 in excess of $5,000,000.

“ Termination Event ” means the occurrence of one or more of the following events:

(i) a default by any Loan Party of its obligations hereunder,

(ii) any representation or warranty by Borrowers hereunder being untrue or materially misleading,

(iii) a Default or Event of Default has occurred and Agent has given notice thereof (other than with respect to the Identified Events of Default),

(iv) any unsecured creditor of any Group Member commencing any enforcement action or the exercise of its rights or remedies against such Group Member in connection with any Indebtedness of more than $5,000,000 and Agent’s giving a notice to the Borrowers that such event is deemed a Termination Event hereunder,

(v) with respect to any Loan Party, the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, liquidation or like proceeding or the appointment of a receiver, in each case whether voluntary or involuntary (unless, in the case of an involuntary filing, the same is dismissed within five (5) Business Days),

(vi) the giving of a notice by Agent to the Borrowers that Agent has learned that any Group Member has taken an action (other than de minimis actions in the ordinary course of business operations) that would place Agent and/or Lenders in a position inferior to that which it would have been in had any Group Member voluntarily commenced the filing of any petition in bankruptcy, or any insolvency, reorganization, liquidation or like proceeding on or before December 15, 2008 or the failure of any Group Member, within 1 day after notice from Agent to Borrowers that Agent reasonably believes any Group Member is about to take any such action, to cease such action and to agree in writing not to take such action,

(vii) any document set forth in Part 1 of Exhibit B attached hereto, or any waiver of default, forbearance of remedies or similar period provided thereunder, is terminated or otherwise ceases to be in effect and Agent, at the direction of the Required Lenders, gives a notice to the Borrowers that such event is deemed a Termination Event hereunder,

(viii) (1) any Group Member shall (A) default in making any payment of any principal of any Indebtedness under any document set forth in Part 2 of Exhibit B attached hereto (including, without limitation, any Contingent Obligation) on the scheduled or original due date with respect thereto, subject to the receipt of any applicable notice and the expiration of any applicable cure period or grace period; or (B) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (C) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable, (2) no waiver of such default, or forbearance by the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) in enforcing its remedies in respect of such default, with respect to such Indebtedness, is in place by the earlier of (a) February 19, 2009 and (b) the date that the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) or any administrative agent on their behalf either (I) files a proceeding for judicial foreclosure, or (II) posts public notice of non-judicial foreclosure, in each case, in connection with such Indebtedness, and (3) Agent, at the direction of the Required Lenders, gives a notice to the Borrowers that such event is deemed a Termination Event hereunder,

(ix) (1) any Group Member shall (A) default in making any payment of any principal of any Indebtedness under any document set forth in Part 3 of Exhibit B attached hereto (including, without limitation, any Contingent Obligation) on the scheduled or original due date with respect thereto, subject to the receipt of any applicable notice and the expiration of any applicable cure period or grace period; or (B) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (C) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable, (2) a waiver of such default, or forbearance by the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) in enforcing its remedies in respect of such default, shall not be in effect with respect to such Indebtedness, and (3) Agent, at the direction of the Required Lenders, gives a notice to the Borrowers that such event is deemed a Termination Event hereunder, or

(x) (A) the actual commencement of foreclosure of any mechanic’s, materialmen’s or similar Lien against any Property of any Group Member, where such Property has an equity value (defined as the fair market value of such Property, less any applicable outstanding secured Indebtedness, in each case, as reasonably determined by Agent) of Ten Million Dollars ($10,000,000) or more for an individual Property or Twenty Million Dollars ($20,000,000) or more in the aggregate for more than one Property, (B) if the foreclosure of such Lien could, in the reasonable opinion of Agent, be consummated under applicable law prior to March 15, 2009 and (C) if Agent gives a notice to the Borrowers that such event is deemed a Termination Event hereunder.

“ Upper Tier Transaction ” means (a) the sale or issuance of any class of Capital Stock of GGP and/or GGPLP to a non-Affiliate of GGP, (b) the merger, consolidation or amalgamation of GGP and/or GGPLP with a non-Affiliate of GGP, (c) an equity recapitalization of GGP and/or GGPLP by a non-Affiliate of GGP, provided that none of (a), (b) or (c) shall result in a Change of Control.

(a) incur any Indebtedness, including, without being limited to, the execution of any guarantees, other than Indebtedness related to operating, leasing and maintaining a property in the ordinary course (for clarity, payment plans with respect to existing outstanding trade payables, which would require payment of additional interest on the amounts outstanding and which may be secured by mechanic’s, materialmen’s or similar Liens, shall not require the approval of the Required Lenders under this subparagraph (a), provided the terms of each such payment plan shall be reasonable and provided further (i) additional interest paid on any outstanding amounts shall not exceed fifteen percent (15%) per annum, and (ii) no Group Member shall grant to a vendor additional collateral in connection with such payment plan ( provided , however, that this subparagraph (ii) shall not prohibit such vendor from exercising all rights and remedies pursuant to the original contract, including, without limitation, the right to lien the collateral which is the subject of the original contract));

(b) create or grant any Liens over any Group Member’s Property, other than (i) Liens being contested in good faith provided the same have been bonded or insured over in a manner reasonably acceptable to Agent, (ii) Liens generated in connection with operating such Group Member’s Property in the ordinary course,

including, without limitation, Liens generated in connection with capital expenditures, real estate tax Liens and brokerage Liens and (iii) mechanic’s, materialmen’s or similar Liens;