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EXHIBIT 10.3
SECOND AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF
LIMITED PARTNERSHIP
OF
GGP LIMITED PARTNERSHIP
THIS SECOND
AMENDMENT is made and entered into as of the 29th day of
June, 1998, by and among the undersigned parties.
W I T N E S S E T H:
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 by that certain First Amendment
thereto dated as
of June 10, 1998 (the "Second Restated Partnership Agreement"), and
the Delaware
Revised Uniform Limited Partnership Act; and
WHEREAS, as of
June 10, 1998, General Growth Properties, Inc., a
Delaware corporation which is the general partner of the
Partnership (the
"General Partner"), issued and sold 12,000,000 Depositary Shares
(the
"Depositary Shares") through its depositary agent, each
representing 1/40th of a
share of 7.25% Preferred Income Equity Redeemable Stock, Series A,
a series of
preferred stock, par value $100.00 per share, of the General
Partner (the
"Series A Shares")
WHEREAS, in
connection with such offering and sale, the General Partner
granted to the third parties which acted as the underwriters for
such offering
and sale (the "Underwriters") the option to purchase up to
1,800,000 additional
Depositary Shares (the "Overallotment Option");
WHEREAS, the
Underwriters have exercised the Overallotment Option as to
1,500,000 Depositary Shares, representing 37,500 Series A Shares
(the
"Overallotment Shares");
WHEREAS,
concurrently with the execution and delivery of this Second
Amendment, the General Partner is contributing the net proceeds of
the issuance
and sale of the Overallotment Shares (the "Over Allotment
Proceeds") to the
capital of the Partnership in exchange for additional Series A
Preferred Units
(as defined in the Second Restated Partnership Agreement); and
WHEREAS, the
parties hereto, being the sole general partner and a
majority-in-interest of the limited partners of the Partnership,
desire to amend
the Second Restated Partnership Agreement to reflect the foregoing
as set forth
herein.
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