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                                                                 EXHIBIT - 10.25

                        AMENDMENT TO OPERATING AGREEMENT
                             OF GGP/HOMART II L.L.C.

     Amendment to Operating Agreement, dated February 8, 2008 (the "Amendment"),
among GGP Limited Partnership, a Delaware limited partnership ("GGPLP"), The
Comptroller of the State of New York as Trustee of the Common Retirement Fund, a
fund established pursuant to NY Retirement and Social Security Law Section 422,
in the custody of the Comptroller of the State of New York ("CRF" and, together
with GGPLP, the "Members"), and GGP/Homart II L.L.C., a Delaware limited
liability company (the "Company").

                                    RECITALS

     WHEREAS, the Members are all of the members of the Company;

     WHEREAS, the Company and the Members entered into that certain Operating
Agreement dated November 10, 1999, as amended (the "Existing Operating
Agreement"), relating to, among other things, the management of the Company and
the transfer of units of membership interest therein; and

     WHEREAS, the Company and the Members desire to amend the Existing Operating
Agreement as set forth herein to opt-in under Article 8 of the Uniform
Commercial Code and provide for the certification of units of membership
interest in the Company.

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

     1. Definitions. Capitalized terms used herein without definition shall have
the meanings set forth in the Existing Operating Agreement.

     2. Amendment to Definition of "Units". The definition of "Units" contained
in Section 1.1 of the Existing Operating Agreement is hereby deleted in its
entirety and the following is hereby inserted in lieu thereof:

          "Units" shall mean units of membership interest in the Company,
     including (except as otherwise expressly provided herein) the rights to
     allocations, distributions, management, approval and participation provided
     herein. Each unit of membership interest in the Company shall constitute a
     "security" within the meaning of, and governed by, (a) Article 8 of the
     Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in
     effect from time to time in the State of Delaware, and (b) Article 8 of the
     Uniform Commercial Code of any other applicable jurisdiction that now or
     hereafter substantially includes the 1994 revisions to Article 8 thereof as
     adopted by the American Law Institute and the

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     National Conference of Commissioners on Uniform State Laws and approved by
     the American Bar Association on February 14, 1995.

     3. Amendment to Section 2.5 of Existing Operating Agreement. Section 2.5 of
the Existing Operating Agreement is hereby deleted in its entirety and the
following is hereby inserted in lieu thereof:

          2.5 Classes of Units; Issuance of Certificates.

               (a) There shall be, initially, two classes of Units, consisting
          of Class A Units ("Class A Units") and Class B Units (the "Class B
          Units"), which shall have the rights and be subject to the limitations
          contained herein.

               (b) The Company may issue one or more certificates representing
          the Units of any Member and, in such event, the following shall apply
          with respect to each such certificate and the Units represented
          thereby:

                    (i) Such certificate shall certify the number and class of
               Units owned by such Member represented by such certificate and be
               signed by, or in the name of the Company by, the President or a
               Vice President, and countersigned by the Treasurer, Assistant
               Treasurer, Secretary or Assistant Secretary of the Company.

                    (ii) Such certificate shall bear a legend in substantially
               the following form:

                    "THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS (INCLUDING
                    TRANSFER RESTRICTIONS) AND LIMITATIONS OF THE UNITS OF
                    MEMBERSHIP INTEREST REPRESENTED HEREBY ARE SET FORTH IN, AND
                    THIS CERTIFICATE AND THE UNITS OF MEMBERSHIP INTEREST
                    REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE
                    SUBJECT TO THE TERMS AND PROVISIONS OF, THE OPERATING
                    AGREEMENT OF THE COMPANY, DATED AS OF NOVEMBER 10, 1999, AS
                    AMENDED AND/OR RESTATED FROM TIME TO TIME (THE "AGREEMENT").
                    EACH UNIT OF MEMBERSHIP INTEREST IN THE COMPANY REPRESENTED
                    HEREBY SHALL CONSTITUTE A "SECURITY" WITHIN THE MEANING OF,
                    AND GOVERNED BY, (A) ARTICLE 8 OF THE UNIFORM COMMERCIAL
                    CODE (INCLUDING SECTION 8-102(a)(15) THEREOF) AS IN EFFECT
                    FROM TIME TO TIME IN THE STATE OF DELAWARE, AND (B) ARTICLE
                    8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER


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                    APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY
                    INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED
                    BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF
                    COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE
                    AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE UNITS OF
                    MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAVE NOT
                    BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                    AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE
                    TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN
                    EXEMPTION THEREFROM."

                    (iii) The Units represented by such certificate may only be
               transferred upon surrender of such certificate duly endorsed or
               accompanied by proper evidence of succession or assignment. Upon
               surrender to the Company of such certificate duly endorsed or
               accompanied by proper evidence of succession or assignment, it
               shall be the duty of the Company to issue a new certificate to
               the Person entitled thereto, cancel the old certificate and
               record the transaction upon its books, subject, however, to any
               restrictions or limitations on the transfer thereof which may be
               set forth in other sections of this Agreement or which may be
               imposed by law or by any other agreement to which the holder of
               such Units is subject. The Company shall maintain books for the
               purpose of registering the transfer of Units.

                    (iv) In the event of loss, theft, mutilation or destruction
               of such certificate, a duplicate certificate shall be issued upon
               such terms as the Company shall reasonably prescribe.

     4. Addition of New Section 8.13 to Existing Operating Agreement. A new
Section 8.13 is hereby inserted into the Existing Operating Agreement as
follows:

          8.13. Pledge of Interests to CRF. Notwithstanding anything to the
     contrary contained in this Agreement, the restrictions upon Transfer set
     forth in this Agreement shall not apply to:

               (i) the pledge by GGPLP of its membership interests in the
          Company (the "Pledged Collateral") to CRF and its successors and
          assigns to the extent that such Pledged Collateral is included in the
          Collateral (under and as defined in the Pledge and Security Agreement,
          dated as of February 8, 2008, by and among CRF and GGPLP (as amended,
          restated, supplemented, or otherwise modified from time to time, the
          "Pledge Agreement")) (such pledge and the related delivery of the
          certificate representing GGPLP's Units to CRF, duly endorsed and/or
          assigned, shall


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          not constitute a Transfer for any purpose and GGPLP shall not cease to
          own such Units as the result of such pledge and/or delivery); or

               (ii) any foreclosure upon or subsequent disposition of such
          Collateral by CRF in accordance with the terms and conditions of the
          Pledge Agreement (each such foreclosure or subsequent disposition, a
          "Collateral Transfer").

     In connection with a Collateral Transfer as to any of GGPLP's Units, the
     assignee shall be admitted as a Member and shall have all of the rights and
     powers that GGPLP previously had with respect to such Units without any
     further consent of the Company or any Member. Upon such Collateral Transfer
     as to all of GGPLP's Units, GGPLP shall cease to be a Member and shall have
     no further rights or obligations under this Agreement.

     5. Counterparts. This Amendment may be executed in counterparts, each of
which shall constitute an original and all of which together shall constitute
the same agreement.

     6. Captions. The article and section headings appearing in this Amendment
are for convenience of reference only and are not intended, to any extent and
for any purpose, to limit or define the text of any section or any subsection
hereof.

     7. Full Force and Effect; Etc. Except to the extent waived or modified
herein, this Amendment does not constitute a waiver or modification of any
provision of the Existing Operating Agreement. Except as amended hereby, the
Existing Operating Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof. Any references in the
Existing Operating Agreement or any other document to the Existing Operating
Agreement (including by use of the terms "herein," "hereof," "hereinafter,"
"hereto" and words of similar import), shall, unless the context otherwise
requires, mean the Existing Operating Agreement, as amended by this Amendment.
Notwithstanding anything to the contrary contained in the Existing Operating
Agreement, the execution and performance of this Amendment by the General Growth
Officers on behalf of the Company shall be deemed to have been approved by the
Board (to the extent any such approval may be required) and shall not require
separate approval by the Board.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment on
the date first written above.

                                        GGP LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                        By: General Growth Properties, Inc.,
                                            a Delaware corporation, its general
                                            partner


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


                                        THE COMPTROLLER OF THE STATE OF NEW YORK
                                        AS TRUSTEE OF THE COMMON RETIREMENT
                                        FUND, a fund established pursuant to NY
                                        Retirement and Social Security Law
                                        Section 422, in the custody of the
                                        Comptroller of the State of New York


                                        By: /s/ Nick Smirensky
                                            ------------------------------------
                                        Name: Nick Smirensky
                                        Title: Deputy Comptroller


                                        GGP/HOMART II L.L.C., a Delaware limited
                                        liability company


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


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