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Exhibit 10.13
TWELFTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF GGP LIMITED PARNTERSHIP
THIS AMENDMENT (this "Amendment") is made and entered into on
December 31,
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 "Partnership Agreement"), and the Delaware
Revised Uniform
Limited Partnership Act;
WHEREAS, General Growth Properties, Inc., a Delaware
corporation, is the
sole general partner of the Partnership (the "General
Partner");
WHEREAS, certain holders of Series C Preferred Units have
converted all of
such Units into Common Units pursuant to Section 7 of Schedule A
to the Sixth
Amendment to the Partnership Agreement, dated November 27, 2002
(the "Series C
Amendment");
WHEREAS, pursuant to the Series C Amendment the Partnership is
required to
amend the Partnership Agreement to reflect the conversion and
issuance of the
Common Units;
WHEREAS, the parties hereto, being the General Partner and the
holder of a
Majority-in-Interest of the Common Units, desire to amend the
Partnership
Agreement in order to reflect suc
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