0001299933-05-003287 Sample Contracts

SECOND AMENDMENT
Credit Agreement • July 6th, 2005 • General Growth Properties Inc • Real estate investment trusts • New York

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

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FIRST AMENDMENT
First Amendment • July 6th, 2005 • General Growth Properties Inc • Real estate investment trusts • New York

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 su

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT
Credit Agreement • July 6th, 2005 • General Growth Properties Inc • Real estate investment trusts • New York

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 a

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