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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 such conversion and issuance of Common Units by
deleting and replacing Exhibit A to the Partnership Agreement in its entirety;
and

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     WHEREAS, the General Partner and the holder of a Majority-in-Interest of
the Common Units have the right to amend the Partnership Agreement pursuant to
Section 13.7 of the Partnership Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do herby agree
as follows:

     1. CAPITALIZED TERMS. Capitalized terms used but not defined herein shall
have the definitions assigned to such terms in the Partnership Agreement.

     2. NEW EXHIBIT A. Exhibit A to the Partnership Agreement, identifying the
Partners, the number and class of series of Units owned by each of them and
their respective Percentage Interests, if any, is hereby deleted in its entirety
and the Exhibit A in the form attached hereto is hereby inserted in its place
and stead.

     3. OTHER PROVISIONS UNAFFECTED. Except as expressly amended hereby, the
Partnership Agreement shall remain in full force and effect in accordance with
its terms.

     4. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which shall be an original and all of which together shall constitute the same
document.

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     In witness whereof, THE UNDERSIGNED HAVE EXECUTED THIS Amendment on the day
and year first written above.

GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation


By: /S/ Bernard Freibaum
    ---------------------------------
    Bernard Freibaum, Executive
    Vice President

MAJORITY-IN-INTEREST LIMITED PARTNER:

M.B. CAPITAL PARTNERS III, a South
Dakota general partnership

By: GENERAL TRUST COMPANY, not
    individually but solely as
    Trustee of Martin Investment
    Trust G, a partner


By: /S/ E. Michael Greaves
    ---------------------------------
    E. Michael Greaves,
    Vice President


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