0001047469-13-001941 Sample Contracts

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
Agreement of Limited Partnership • February 28th, 2013 • General Growth Properties, Inc. • Real estate investment trusts

WHEREAS, GGP Limited Partnership (the “Partnership”), a Delaware limited partnership, exists pursuant to that certain Third Amended and Restated Agreement of Limited Partnership, dated as of November 9, 2010, as amended (the “Third Restated Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;

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THIRD AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
Agreement of Limited Partnership • February 28th, 2013 • General Growth Properties, Inc. • Real estate investment trusts

WHEREAS, GGP Limited Partnership (the “Partnership”), a Delaware limited partnership, exists pursuant to that certain Third Amended and Restated Agreement of Limited Partnership, dated as of November 9, 2010, as amended (the “Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;

AMENDING AGREEMENT TO RELATIONSHIP AGREEMENT THIS AMENDING AGREEMENT dated this 12th day of January, 2012.
Relationship Agreement • February 28th, 2013 • General Growth Properties, Inc. • Real estate investment trusts • Ontario
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP
Agreement of Limited Partnership • February 28th, 2013 • General Growth Properties, Inc. • Real estate investment trusts

WHEREAS, GGP Limited Partnership (the “Partnership”), a Delaware limited partnership, exists pursuant to that certain Third Amended and Restated Agreement of Limited Partnership, dated as of November 9, 2010 (the “Third Restated Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;

FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 28th, 2013 • General Growth Properties, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT (the “First Amendment”) is entered into as of this 1st day of November, 2012 (“Effective Date”) by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and Sandeep Mathrani (the “Participant”).

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