<PAGE>   1
                                                               EXECUTION COPY


                                                                 EXHIBIT 2(hh)


                               PURCHASE AGREEMENT

May 25, 2000



Goldman Sachs 2000 Exchange Place Fund, L.P.
c/o Goldman, Sachs & Co.
One New York Plaza
New York, New York 10004
Attention:   Elizabeth C. Groves

     Re:  8.95% Series A Cumulative Redeemable Preferred Units of GGPLP L.L.C.
          (the "Units")

Ladies & Gentlemen:

          This Agreement provides for the purchase by the Goldman Sachs 2000
Exchange Place Fund, L.P., a Delaware limited partnership ("Subscriber"), of
$175,000,000 aggregate amount of Units issued by GGPLP L.L.C., a Delaware
limited liability company (the "Company"). The managing member of the Company is
GGP Limited Partnership, a Delaware limited partnership ("GGP"). The general
partner of GGP is General Growth Properties, Inc., a Delaware corporation
("Parent"; Parent, GGP and the Company are referred to herein individually as a
"GGP Company" and collectively as the "GGP Companies").

          Prior to the date hereof, GGP and certain of its affiliates have
caused various partnership and limited liability company interests to be
contributed to the capital of the Company (the "Contribution"). (The
partnerships and limited liability companies owned wholly or in part, directly
or indirectly, by the Company hereafter are referred to as the "Company
Subsidiaries"; the real properties owned by the Company or by any Company
Subsidiary hereafter are referred to as the "Properties.")

1.  Sale of Units

    a.    The Company hereby agrees to sell to the Subscriber, and the
          Subscriber hereby agrees to purchase from the Company, seven hundred
          thousand (700,000) Units. The purchase price of each Unit is $250.00,
          for an aggregate purchase price of $175,000,000 in the aggregate (the
          "Purchase Price"), less fees payable to Goldman, Sachs & Co. pursuant
          to a placement agent agreement dated May 15, 2000, and is payable in
          cash at the Closing (as defined below).

    b.    The sale and purchase of the Units (the "Closing") shall take place at
          the offices of Fried, Frank, Harris, Shriver & Jacobson, New York, New
          York on May 25, 2000 (the "Closing Date").

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    c.    On the Closing Date, Subscriber shall, if the conditions set forth in
          Section 2 are satisfied on or prior to the Closing Date, pay to the
          Company by wire transfer of immediately available funds the Purchase
          Price of the Units purchased by the Subscriber less the fees described
          above.

2.  Conditions of Closing

    The Subscriber's obligation to purchase the Units on the Closing Date and
    the Company's obligation to sell the Units to the Subscriber are subject to
    the fulfillment to the satisfaction of the Subscriber and the Company on
    the Closing Date of the following conditions precedent (provided that no
    party shall be excused by the failure to perform any of its own
    obligations):

    a.    Delivery to the Subscriber of fully executed copies of each of the
          Transaction Documents listed on Exhibit A (the "Transaction
          Documents").

    b.    Delivery to the Subscriber of an opinion from counsel to the Company,
          dated the Closing Date addressed to the Subscriber substantially in
          the form of Exhibit B.

    c.    The representations and warranties set forth in Sections 3 and 4 shall
          be true and accurate as of the Closing Date.

    d.    Prior to the Closing, the partnership and limited liability company
          interests and properties listed on Schedule 3j shall have been duly
          contributed to the Company.

3.  Representations and Warranties of the GGP Companies

    Each of the Company, GGP and the Parent hereby represents and warrants to
    the Subscriber as follows as of the date hereof and as of the Closing Date:

    a.    The Parent has made with the Securities and Exchange Commission
          ("SEC") all filings required to be made by it since January 1, 1998
          (the "SEC Reports"). The Company is not required to file any reports
          with the SEC. The SEC Reports were prepared and filed in compliance
          with the Securities Exchange Act of 1934, as amended (the "Exchange
          Act"), or the Securities Act of 1933, as amended (the "Securities
          Act"), as applicable, and the rules and regulations promulgated by the
          SEC thereunder, and did not, as of their respective dates, contain any
          untrue statement of a material fact or omit to state any material fact
          necessary in order to make the statements contained therein, in light
          of the circumstances under which they were made, not misleading. The
          financial statements and the interim financial statements of the
          Parent included in the SEC Reports were prepared in accordance with
          U.S. Generally Accepted Accounting Principles applied on a consistent
          basis ("GAAP") (except in the case of the interim financial statements
          for the absence of footnotes and as may be otherwise noted therein)
          and fairly presented the financial condition and results of operations
          of the Parent and its subsidiaries as at the dates thereof and for the
          periods then ended, subject, in the case of the interim financial
          statements, to normal year-end adjustments and any other adjustments
          described in the SEC Reports.

    b.    There has been no material adverse change in the business, assets,
          condition (financial or otherwise) or prospects of the Parent since
          the most recently filed SEC Report.

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    c.    (i) The Company is a validly existing limited liability company formed
          under the laws of the State of Delaware. GGP is a validly existing
          limited partnership formed under the laws of the State of Delaware.
          The Parent is a validly existing corporation organized under the laws
          of the State of Delaware. Each of the Company Subsidiaries is listed
          on Schedule 3j and is a validly existing general partnership, limited
          partnership or limited liability company.

          (ii)  The Parent, GGP and the Company have all requisite corporate,
          limited partnership, or limited liability company authority and power
          to execute and deliver the Transaction Documents and to consummate the
          transactions contemplated thereby. The execution and delivery of the
          Transaction Documents by the GGP Companies and the consummation by
          them of the transactions contemplated thereby have been duly and
          validly authorized by all requisite corporate, limited partnership or
          limited liability company action on the part of the Parent, GGP and
          the Company, and no other proceedings on the part of the Parent, GGP
          or the Company are necessary to authorize the Transaction Documents or
          to consummate the transactions contemplated thereby. As of the Closing
          the Transaction Documents will have been fully and validly executed
          and delivered by the Company, GGP and the Parent. As of the Closing
          the Transaction Documents will constitute legal, valid and binding
          obligations of the Company, GGP and the Parent, enforceable in
          accordance with their terms.

    d.    Neither the Contribution nor the execution, delivery or performance of
          the Transaction Documents by any GGP Company will conflict with,
          result in a default, right to accelerate or loss of rights under, or
          result in the creation of any Encumbrance (as defined below) pursuant
          to, any provision of any organizational documents of such GGP Company
          or any franchise, mortgage, deed of trust, lease, license, agreement,
          understanding, law, rule or regulation or any order, judgment or
          decree to which any GGP Company or any Company Subsidiary is a party
          or by which it or its properties may be bound or affected that would
          have a material adverse effect on the business, assets, condition
          (financial or otherwise) or prospects of any GGP Company ("Material
          Adverse Effect").

    e.    There is no action, suit, litigation, hearing or administrative
          proceeding pending against any GGP Company or any of its properties or
          assets or, to the Company's Knowledge (as defined below), currently
          threatened in or before any court or before or by any federal, state,
          county or municipal department, commission or agency (i) against any
          GGP Company or any Company Subsidiary that questions the validity of
          the Contribution or any of the Transaction Documents or the issuance
          of the Units or the right of any GGP Company to enter into any
          Transaction Documents or to consummate the Contribution or the
          transactions contemplated thereby or that could reasonably be expected
          to interfere with the ability of any GGP Company to perform its
          obligations or could reasonably be expected to have a Material Adverse
          Effect or (ii) against any GGP Company (or any of the Company
          Subsidiaries) or all or any portion of its properties including but
          not limited to alleged building code or zoning violations which are
          not covered by insurance which, if adversely determined, could
          reasonably be expected to have a Material Adverse Effect. There are no
          material insolvency or bankruptcy proceedings, pending or contemplated
          to which any GGP Company (or any of the Company Subsidiaries) is a
          party.

    f.    The Units when issued, sold and delivered by the Company, upon receipt
          of the Purchase Price and performance by Subscriber of its obligations
          hereunder, shall be duly and validly issued and outstanding, fully
          paid, and non-assessable and will be free of any liens, claims,
          security interests or encumbrances of third parties of any kind
          (collectively, "Encumbrances"). On or prior to the Closing Date, the
          8.95% Series B Cumulative


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          Redeemable Preferred Shares, $100 par value per share, of the Parent
          (the "Preferred Shares") issuable upon exchange of the Units shall
          have been duly and validly reserved for issuance in accordance with
          this Agreement and the Parent's Certificate or Incorporation and when
          issued in exchange for Units, shall be duly and validly issued and
          authorized, delivered, fully paid, and non-assessable and will be free
          of any Encumbrances. The shares of Common Stock, $.10 par value per
          share, of the Parent (the "Common Shares") issuable upon exchange of
          the Units, when issued in exchange for Units, shall be duly and
          validly issued and outstanding, fully paid, and non-assessable and
          will be free of any Encumbrances.

    g.    The issuance, sale and delivery of the Units, the Preferred Shares and
          the Common Shares is not subject to any preemptive right of any person
          under applicable law or the LLC Agreement (as defined below), the
          Partnership Agreement of GGP or the Certificate of Incorporation or
          bylaws of the Parent, as applicable, or to any contractual right of
          first refusal or right in favor of any person. There are no agreements
          or understandings of the GGP Companies (other than the Certificate of
          Incorporation of Parent (including the Certificate of Designations)
          Parent concerning the Preferred Shares and the LLC Agreement) in
          effect restricting the voting rights, the distribution rights or any
          other rights of the holders of the Units or the Preferred Shares .

    h.    A true and complete copy of the Company's Limited Liability Company
          Agreement (the "LLC Agreement") is set forth as Exhibit C. There are
          no interests in the Company authorized, issued or outstanding that
          rank senior to, or on a parity with, the Units with respect to
          liquidation, winding up, dividends or distributions. There are no
          equity interests in the Parent issued or outstanding nor have any such
          equity interests been created that rank senior to the Preferred Shares
          with respect to liquidation, winding up, dividends or distributions.
          There are no shares of Preferred Shares issuable upon exchange of
          partnership or limited liability company interests which are
          outstanding as of the date hereof. Except for the Units, no other
          securities are exchangeable, convertible or otherwise exercisable for
          Preferred Shares.

    i.    The Parent will file a registration statement with the SEC relating to
          the issuance of the Preferred Shares that may be issued by the Parent
          to Subscriber upon exchange of the Units into such shares or the
          resale of all or a portion of the Preferred Shares, in accordance with
          the Registration Rights Agreement attached hereto as Exhibit D (the
          "Registration Agreement") which will be executed and delivered on the
          Closing Date.

    j.    Attached hereto as Schedule 3j is a true, correct and complete list of
          the partnership and limited liability company interests owned directly
          or indirectly by the Company, and a list of properties owned by those
          partnerships and limited liability companies. A Company Subsidiary has
          good and marketable fee simple or leasehold title to each of the
          Properties, free and clear of any Encumbrances or other matters
          affecting title, except for mortgage liens securing the repayment of
          the mortgage loans disclosed on Schedule 3j and for Encumbrances which
          do not adversely affect the use of the Properties. All of the leases
          relating to the Properties are in full force and effect. Neither the
          Company nor any Company Subsidiary has delivered a notice of monetary
          default or material non-monetary default to any tenant which remains
          uncured as of the date hereof except with respect to defaults which
          individually or in the aggregate would not have a Material Adverse
          Effect, if uncured.


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    k.    All mortgages encumbering the Properties are in good standing unless
          noncompliance would not be material to the Company (or the Company
          Subsidiary which owns such Property) and all payments due thereunder
          as of the date hereof have been made. Neither the Company nor any of
          the Company Subsidiaries has received a notice of default or a written
          notice of any matter which, if uncured beyond any grace period set
          forth in such mortgage, would constitute a default thereunder unless
          such default would not have a Material Adverse Effect. All consents to
          the proposed transaction and the Contribution from each mortgagee
          required to give its consent, are listed on Schedule 3k and all such
          consents have been obtained. The GGP Companies have good relationships
          with each of the lenders with respect to the Listed Consents and such
          lenders have indicated a preliminary willingness to provide the Listed
          Consents without any adverse conditions or amendments to the loans.
          The information set forth on Schedule 3k is true and correct in all
          material respects as of the dates listed thereon.

    l.    There are no material condemnation or eminent domain proceedings
          pending, or to the Company's Knowledge, threatened, against any of the
          Properties.

    m.    Neither the Company nor any Company Subsidiary has received any
          notice, complaint or service alleging a violation in any material
          respect of the Americans with Disabilities Act at any of the
          Properties that has not been cured, whether such notice, complaint or
          service alleged a violation against the Company, any Company
          Subsidiary or any tenant of the Properties, which violation could
          reasonably be expected to have a Material Adverse Effect. Neither the
          Company nor any Company Subsidiary has received any written notices
          from any insurance company or board of fire underwriters alleging any
          material uncured defects or material inadequacies in any of the
          Properties, which defects or inadequacies could reasonably be expected
          to have a Material Adverse Effect. Neither the Company nor any Company
          Subsidiary has received any notice canceling, suspending or
          threatening to cancel or suspend any certificates of occupancy or
          permits regulating the use of the Properties, which cancellations or
          suspensions could reasonably be expected to have a Material Adverse
          Effect.

    n.    To the Company's Knowledge, (i) there are no underground storage tanks
          on the Properties, (ii) there are no hazardous substances or wastes
          beyond the limits permitted by law on or under the Properties and no
          hazardous substances or wastes beyond the limits permitted by law have
          been generated, released, discharged or been disposed of from or on
          the Property, and (iii) there is no asbestos, PCB's or formaldehyde
          based insulation on or at any of the Properties beyond the limits
          permitted by law, in each case, the presence of which could reasonably
          be expected to have a Material Adverse Effect. Neither the Company nor
          any Company Subsidiary has received notification of a release or
          discharge of any hazardous substance or hazardous waste pursuant to or
          any notice of any violation or non-compliance with any federal, state
          or local environmental law, regulation or ordinance as to any
          Property, which violations or non-compliance could reasonably be
          expected to have a Material Adverse Effect. As used herein the terms
          "hazardous substances" and "hazardous wastes" shall have the meanings
          set forth in CERCLA.

    o.    Each insurance policy maintained by the GGP Companies or the Company
          Subsidiaries with respect to the Properties is in full force and
          effect and no GGP Company or Company Subsidiary has received any
          notice from any insurance company which issued any of the policies of
          any defects or inadequacies of such Properties which, if not corrected
          would


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<PAGE>   6


          result in the termination of such policies and could reasonably be
          expected to have a Material Adverse Effect.

    p.    Immediately following the issuance of the Units, less than 17.5% of
          the value of the Company's gross assets (giving effect to the
          Subscriber's investment in the Company) will consist of "stock or
          securities" within the meaning of Section 351(e)(1) of the Internal
          Revenue Code of 1986, as amended (the "Code"). For this purpose, if
          the Company holds an interest in an unincorporated entity, the
          provisions of Treasury Regulationss.1.731-2(c)(3) apply to determine
          the extent to which such interest is treated as a "stock or security".
          The Company has no present plan to increase the value of its assets
          constituting "stock or securities" to a percentage equal to or greater
          than 17.5%.

    q.    Interests in neither the Company nor GGP are traded on an "established
          securities market" as defined in Treas. Reg.ss. 1.7704-1(b).

    r.    Assuming that Subscriber's representations and warranties in Sections
          4a., 4b. and 4c. are true and correct, all membership interests or
          other economic interests in the Company and GGP were issued in
          transactions that were not required to be registered under the
          Securities Act of 1933, as amended (the "Securities Act") or would not
          have been required to be so registered if the interest had been
          offered and sold in the United States.

    s.    Each of the GGP Companies expects that at least 90% of the Company's
          gross income will be qualifying income as defined in Section 7704(d)
          of the Code in the current tax year and each subsequent year.

    t.    The Company and GGP are partnerships for U.S. federal income tax
          purposes, and have not been and are not presently publicly traded
          partnerships within the meaning of Section 7704(b) of the Code
          ("PTP"). Neither the Company nor GGP has reported or taken a position
          with the Internal Revenue Service or its members that the Company or
          GGP is a PTP.

    u.    During the current tax years of the Company and GGP, the Company and
          GGP have not had at any time more than 100 members (including the
          Subscriber which, for the purposes hereof, is being counted as one
          partner) within the meaning of Treas. Reg.ss. 1.7704-1(h) on a
          combined basis.

    v.    The Company has no present plan or intention to, and each of the GGP
          Companies has no present plan or intention to cause the Company to:
          (i) liquidate or sell substantially all of the Company's assets; or
          (ii) make distributions to members or redeem interests in the Company
          in such manner as would cause the exchange right contained in the LLC
          Agreement of the Company relating to an imminent and substantial risk
          that Subscriber's interest in the Company represents or would exceed
          the 19.95% Limit (as defined in the LLC Agreement) to be exercisable.

    w.    Nothing has come to the attention of the Company to cause it to
          believe and the Company does not believe that (i) it will fail to have
          sufficient cash flow to satisfy the payment of the return on the
          Preferred Shares (and hence cause the exchange right contained in the
          LLC Agreement relating to the failure to pay return in six (6) prior
          quarterly distribution periods to be exercisable) or (ii) the
          Company's income will fall to a level that would cause the exchange
          right contained in the LLC Agreement relating to an imminent and
          substantial risk



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          that the Subscriber's interest in the Company represents or would
          exceed the 19.95% Limit to be exercisable.

    x.    The Net Asset FMV and the Gross Asset FMV of the Company currently
          constitute less than 65% of the Net Asset FMV and the Gross Asset FMV
          of GGP, respectively, and the Company has no present plan or intention
          to, and the GGP Companies have no present plan or intention of causing
          the Company to, cause the Net Asset FMV or the Gross Asset FMV of the
          Company to constitute 65% or more of the Net Asset FMV or the Gross
          Asset FMV of GGP. For purposes of this representation, the term "Net
          Asset FMV" means, with respect to the Company or GGP, the fair market
          value of the assets of the Company or GGP, as the case may be
          (including its pro rata share of the fair market value of assets of
          entities in which it directly or indirectly owns an interest), over
          the liabilities of the Company or GGP (including its pro rata share of
          liabilities of entities in which it directly or indirectly owns an
          interest). For purposes of this representation, the term "Gross Asset
          FMV" means, with respect to the Company or GGP, the fair market value
          of the assets of the Company or GGP, as the case may be (including its
          pro rata share of the fair market value of assets of entities in which
          it directly or indirectly owns an interest). In calculating the fair
          market value of shopping center property in which the Company or GGP
          directly or indirectly owns an interest, (a) the fair market value of
          each such property which is open and operating was calculated by
          dividing Net Operating Income (as defined in the LLC Agreement) for
          such property for 1999 (or, if such property was acquired or opened
          during 1999, the 2000 budgeted Net Operating Income for such property)
          by a capitalization rate of 8.25% and (b) the fair market value of
          each such property which is under construction equals the land
          acquisition and construction costs for such property. The Company
          believes that these methodologies for calculating the fair market
          value of shopping center properties are a reasonable method of
          determining the fair market value of such properties.

    y.    The GGP Companies expressly permit Fried, Frank, Harris, Shriver &
          Jacobson, as counsel to Subscriber, to rely upon the representations
          and warranties set forth in this Section 3 for the purpose of
          rendering legal opinions to Subscriber and Goldman Sachs & Co. as if
          such representations and warranties were made by the GGP Companies
          directly to Fried, Frank, Harris, Shriver & Jacobson.

4.  Representations & Warranties of Subscriber

    Subscriber hereby represents and warrants as of the date hereof and as of
the Closing Date that:

    a.    Subscriber is purchasing the Units solely for investment, solely for
          its own account and not with a view to or for the resale or
          distribution thereof except as permitted under the Registration
          Agreement or as otherwise permitted under the Securities Act.

    b.    Subscriber understands that it may sell or otherwise transfer the
          Units or the Preferred Shares issuable upon exchange of the Units only
          if such transaction is duly registered under the Securities Act, or if
          Subscriber shall have received the favorable opinion of counsel to
          Subscriber, which opinion shall be reasonably satisfactory to counsel
          to the Company, to the effect that such sale or other transfer may be
          made in the absence of registration under the Securities Act, and
          registration or qualification in every applicable state. Subscriber
          realizes that the Units are not a liquid investment and that no market
          exists or will develop for the Units.



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<PAGE>   8

    c.    Subscriber is an "accredited investor" as such term is defined in Rule
          501 of Regulation D promulgated pursuant to the Securities Act, and
          shall be such on the date any Units are issued to Subscriber;
          Subscriber acknowledges that Subscriber is able to bear the economic
          risk of losing Subscriber's entire investment in the Units and
          understands that an investment in the Company involves substantial
          risks; Subscriber has the power and authority to enter into this
          Agreement, and the execution and delivery of, and performance under
          this Agreement, shall not conflict with any rule, regulation, judgment
          or agreement applicable to Subscriber. Subscriber has had the
          opportunity to discuss the Company's affairs with the Company's
          officers.

    d.    Subscriber has all requisite partnership authority and power to
          execute and deliver the Transaction Documents and the transactions
          contemplated thereby. The execution and delivery of the Transaction
          Documents and the consummation of the transactions contemplated
          thereby have been duly and validly authorized by all requisite
          partnership action on the part of Subscriber and no other proceedings
          on the part of Subscriber are necessary to authorize the Transaction
          Documents or to consummate the transactions contemplated thereby. The
          Transaction Documents constitute valid and binding obligations of
          Subscriber enforceable in accordance with their terms.

    e.    Subscriber is not a "party-in-interest" (as defined under Section
          3(14) of the Employee Retirement Income Security Act of 1974, as
          amended ("ERISA")) or a `disqualified person" (as defined under
          Section 4975(e)(2) of the Internal Revenue Code of 1986, as amended
          (the "Code")) with respect to any "employee benefit plan," as defined
          under Section 3(3) of ERISA, or a "plan," as defined in Section
          4975(e)(1) of the Code ("employee benefit plan" and "plan," as defined
          herein, shall be referred to collectively as "Plans"). The purchase of
          Units under this Agreement by Subscriber shall not cause the Company
          to be a Plan that is subject to Title I of ERISA or Section 4975 of
          the Code, nor will it cause the assets of the Company to constitute
          "plan assets" of one or more such Plans for purposes of title I of
          ERISA or Section 4975 of the Code.

    f.    Subscriber shall promptly notify the Company should Subscriber
          reasonably anticipate becoming a party-in interest or disqualified
          person with respect to any Plan, and Subscriber will take such steps
          as may be necessary to prevent the assets of the Company to be
          considered assets of any such Plan.

    g.    The execution and delivery of this Agreement and the purchase of Units
          hereunder will not involve any non-exempt prohibited transaction
          within the meaning of Section 406(b)(3) of ERISA or Section
          4975(c)(1)(F) of the Code.

5.  General Covenants of the Parties

    a.    So long as the Units remain outstanding, without the affirmative vote
          of the Majority Holders (defined below), each GGP Company hereby
          covenants that it will not create, authorize or issue any Preferred
          Shares or securities exchangeable, convertible or otherwise
          exercisable for Preferred Shares, if as a result of such creation,
          authorization or issuance, holders of Units (upon exchange thereof
          into Preferred Shares) would not have the right to vote a majority of
          all Preferred Shares issued or issuable upon exchange, conversion or
          exercise of any security.


                                      -8-
<PAGE>   9


    b.    So long as the Units remain outstanding, without the affirmative vote
          of the Majority Holders, each of the GGP Companies hereby covenant
          that it will not propose amendments or modifications to the terms of
          the Preferred Shares which would materially and adversely affect any
          right, preference, privilege or voting power of the Preferred Shares
          or the holders thereof. The term "Majority Holders" means the holders
          of at least 51% of the Units and Preferred Shares obtained upon
          exchange of the Units.

6.  Tax Covenants

    a.    From and after the Closing Date through December 31, 2000, the Company
          shall not issue, or enter into binding agreements to issue, any
          interests in the Company to the extent such issuance would cause the
          Company to have more than 100 members immediately after such issuance
          and the Company shall, through the end of the current tax year of the
          Company, take all actions reasonably available to it under the
          Company's LLC Agreement in effect on the date hereof to avoid
          treatment of the Company as a PTP. For purposes of this covenant, the
          number of members of the Company shall be determined in accordance
          with the method of determining the number of partners in Treasury
          Regulationsss. 1.7704-1(h).

    b.    From and after May 25, 2000, the Company shall notify holders of the
          Units promptly in the event that any GGP Company takes the position
          that the Company is, or upon consummation of an identified event in
          the immediate future, will be a PTP.

    c.    For each taxable year, the Company will promptly provide notice to the
          holders of its Units in the event that any GGP Company anticipates or
          has actual knowledge that less than 90% of the gross income of the
          Company for such taxable year will or likely will constitute
          qualifying income within the meaning of Section 7704(d) of the Code.
          Each of the GGP Companies covenant that 90% or more of the gross
          income of the Company for the current tax year will constitute
          qualifying income for this purpose.

    d.    The Company and the Company Subsidiaries will not take any position
          inconsistent with the form of the transaction set forth in the
          Transaction Documents, including without limitation, any position that
          the Company is not a partnership for federal income tax purposes or
          that the Subscriber is not a partner of the Company for federal income
          tax purposes.

    e.    Neither the Company nor any Company Subsidiaries will make an election
          under Treas. Reg. ss. 301.7701-3 to be classified as an association.

7.  Miscellaneous

    a.    The representations and warranties set forth herein shall survive the
          Closing. When used herein, the "Company's Knowledge" includes the
          knowledge of the Company, any other GGP Company and the Company
          Subsidiaries.

    b.    This Agreement may not be changed or terminated except by written
          agreement of all parties. It shall be binding on the parties and on
          their permitted assigns. It sets forth all agreements of the parties
          (except as set forth in the Transaction Documents).

    c.    This Agreement shall be governed by the laws of the State of New York
          without regard (to the fullest extent permitted by law) to conflicts
          of law principles thereof which might result in the application of the
          laws of any other jurisdiction.


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    d.    All notices, requests, service of process, consents, and other
          communications under this Agreement shall be in writing and shall be
          deemed to have been delivered (i) on the date personally delivered or
          (ii) one day after properly sent by recognized overnight courier,
          addressed to the respective parties at their address set forth in this
          Agreement or (iii) on the day transmitted by facsimile so long as a
          confirmation copy is simultaneously forwarded by recognized overnight
          courier, in each case addressed to the respective parties at their
          address set forth below. Either party hereto may designate a different
          address by providing written notice of such new address to the other
          party hereto as provided above.

              Any GGP Company:      General Growth Properties, Inc.
                                    110 W. Wacker Drive
                                    Chicago, Illinois  60606

                                    Attention:    John Bucksbaum

                                    With a copy to:

                                    Neal, Gerber & Eisenberg
                                    Two North LaSalle Street
                                    Chicago, Illinois  60602
                                    Attention:  Marshall E. Eisenberg

              Subscriber:           Goldman Sachs 2000 Exchange Place Fund, L.P.
                                    c/o Goldman, Sachs & Co.
                                    One New York Plaza
                                    New York, New York 10004
                                    Attention:  Elizabeth C. Groves

                                    With a copy to:

                                    Fried, Frank, Harris, Shriver & Jacobson
                                    One New York Plaza
                                    New York, NY 10004
                                    Attention: Lawrence Barshay

    f.    This Agreement may be executed in any number of counterparts, each of
          which shall be deemed to be an original and all of which shall
          constitute one and the same Agreement, and all signatures need not
          appear on any one counterpart.

    g.    The headings and sections are inserted for convenience only. When used
          in this Agreement, "including" means "including without limitation."
          References to Sections and Exhibits refer to this Agreement unless
          expressly provided otherwise.




                                      -10-
<PAGE>   11


    IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                               GENERAL GROWTH PROPERTIES, INC.


                               By: /s/: Ronald L.Gern
                                   ---------------------------------------------
                                   Name:   Ronald L. Gern
                                   Title:  Senior  Vice  President  and General
                                   Counsel

                               GGP LIMITED PARTNERSHIP

                               By: General Growth Properties, Inc., its General
                                   Partner


                               By: /s/: Ronald L. Gern
                                   ---------------------------------------------
                                   Name:  Ronald L. Gern
                                   Title: Senior Vice President and General
                                   Counsel

                               GGPLP L.L.C.

                               By: GGP Limited Partnership, its Managing
                                   Member

                               By: General Growth Properties, Inc., its General
                                   Partner


                               By: /s/: Ronald L. Gern
                                   ---------------------------------------------
                                   Name:   Ronald L. Gern
                                   Title:  Senior Vice President and General
                                   Counsel











[Signature Page to Purchase Agreement]




                                      -11-
<PAGE>   12

AGREED & ACCEPTED:

GOLDMAN SACHS
2000 EXCHANGE PLACE FUND, L.P.

By:    Goldman Sachs Management Partners, L.P.
Its:   General Partner


By:    Goldman Sachs Management, Inc.
Its:   General Partner


       By:/s/:  Eric Lane
          -----------------------------------------
       Name:  Eric Lane
       Title:












[Signature Page to Purchase Agreement]





                                      -12-