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Exhibit 10.12
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF GGP LIMITED PARNTERSHIP
THIS AMENDMENT (the "Amendment") is made and entered into on
September 30,
2006, by and among the undersigned parties.
WITNESSETH:
WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership
(the "Partnership") exists pursuant to that certain Second
Amended and Restated
Agreement of Limited Partnership of GGP Limited Partnership
dated as of April 1,
1998, as amended (the "Second Restated Partnership Agreement"),
and the Delaware
Revised Uniform Limited Partnership Act;
WHEREAS, General Growth Properties, Inc., a Delaware
corporation, is the
general partner of the Partnership (the "General Partner");
WHEREAS, pursuant to the Second Restated Partnership Agreement
the General
Partner is issued from time to time additional common units of
partnership upon
issuance by the General Partner of certain shares of its common
stock;
WHEREAS, on August 3, 2005 the Board of Directors of the General
Partner
approved a repurchase program to re-purchase shares of its
common stock on the
open market (the "Common Stock Repurchase Program"); and
WHEREAS, the parties hereto, being the sole general partner of
the
Partnership and the holders of a Majority-in-Interest of the
Common Units,
desire to amend the Second Restated Partnership Agreement to (a)
reflect such
re-purchases by reducing the number of partnership units held by
the General
Partner in propo
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