WEIL, GOTSHAL & MANGES LLP 767 Fifth...

$: WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenueonline.wsj.com/public/resources/documents/ggp_weil.pdfover 24,000 retail stores, department stores, restaurants, and other amenities. NY2:\1969689\35\167TL35!.DOC\47658.0007$
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WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak Stephen A. Youngman (pro hac vice pending) Sylvia A. Mayer (pro hac vice pending) Proposed Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : Chapter 11 Case No. : GENERAL GROWTH : 09 - ______ ( ) PROPERTIES, INC., et al., : : (Joint Administration Requested) Debtors. : ---------------------------------------------------------------x

DEBTORS’ APPLICATION PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE

AND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR AUTHORIZATION TO EMPLOY AND RETAIN

WEIL, GOTSHAL & MANGES LLP AS ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

South Street Seaport Limited Partnership, its ultimate parent, General Growth

Properties, Inc. (“GGP”), and their debtor affiliates, as debtors and debtors in possession

(collectively, “General Growth” or the “Debtors”),1 submit this application (the

“Application ”) and respectfully represent as follows:

1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, is attached hereto as Exhibit “A” .

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I.

BACKGROUND 1. Commencing on April 16, 2009 (the “Commencement Date”) and

continuing thereafter, the Debtors each commenced a voluntary case under chapter 11 of title 11

of the United States Code (the “Bankruptcy Code”). The Debtors are authorized to operate

their business and manage their properties as debtors in possession pursuant to sections 1107(a)

and 1108 of the Bankruptcy Code. Contemporaneously herewith, the Debtors filed a motion

seeking joint administration of their chapter 11 cases pursuant to Rule 1015(b) of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

II.

THE DEBTORS’ BUSINESS

2. GGP is a publicly-traded real estate investment trust (“REIT ”)

headquartered in Chicago, Illinois. GGP, along with its approximately 750 wholly owned

Debtor and non-Debtor subsidiaries and affiliates (collectively, the “GGP Group”),2 comprise

one of the largest shopping center REITs in the United States, measured by the number of

shopping centers it owns and manages. GGP is the general partner of GGP Limited Partnership

(“GGP LP”), which is the entity through which substantially all of the GGP Group’s business is

conducted. GGP LP, in turn, owns or controls, directly or indirectly, GGPLP, L.L.C., The Rouse

Company LP (“TRCLP ”), and General Growth Management, Inc. (“GGMI ”). GGMI is a non-

Debtor affiliate that provides management and other services to the GGP Group, to certain joint

ventures of the GGP Group, and to third parties in which the GGP Group does not hold an

ownership interest.

2 GGP owns 96% of GGP LP, and outside parties hold the remaining 4%. Consequently, while the Debtors refer to subsidiaries owned directly or indirectly by GGP and GGP LP as “wholly owned,” a small percentage of GGP LP actually is held by outside parties.

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3. The GGP Group operates its business on an integrated basis with

centralized administration, leasing and management functions that enable the GGP Group to

achieve operating efficiencies and revenue enhancement benefiting the overall enterprise. The

Debtors include various wholly owned holding companies and project level operating

companies. The non-Debtor subsidiaries and affiliates similarly include various holding

companies, management companies, and project level operating companies, as well as all of the

joint venture operations.

4. For purposes of public financial reporting, GGP divides its operations into

two business segments: (i) Retail and Other, which includes the operation, development and

management of shopping centers, office buildings, and other commercial properties, and is the

GGP Group’s primary business; and (ii) Master Planned Communities, which includes the

development and sale of land, primarily in large-scale, long-term community development

projects. The net operating income (“NOI ”) for GGP’s Retail and Other segment was $2.59

billion in 2008, a 4.5 percent increase over 2007. The NOI for the substantially smaller Master

Planned Communities decreased from prior years and was approximately $29 million in 2008.

A. Retail and Other

5. The GGP Group owns a portfolio of more than 200 regional shopping

centers located in major and middle markets throughout 44 states, including joint venture

interests in approximately 48 shopping centers. The GGP Group also owns non-controlling

interests in two international joint ventures that own shopping centers in Brazil and Turkey. The

shopping centers in which the GGP Group has an ownership interest, or for which it has

management responsibility, have approximately 200 million square feet of space and contain

over 24,000 retail stores, department stores, restaurants, and other amenities.

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6. The primary source of revenue for the Retail and Other segment is tenant

rent. The GGP Group’s retail leases generally include both a base rent component and a charge

for the tenant’s share of expenses associated with the operation of the applicable shopping

center, such as real estate taxes, utilities, insurance, maintenance costs, security costs, and other

general operating expenses. Many of the retail leases also contain scheduled increases during the

term of the lease and an overage rent provision under which the tenant may be required to pay

additional rent based upon its annual sales. With respect to shopping center properties owned

by, or in joint ventures with, third parties, the GGP Group generally conducts its property

management activities through GGMI. Consequently, in addition to its rental income, the GGP

Group’s Retail and Other segment also reports revenue earned from such property management

services, as well as from strategic partnerships, advertising, sponsorship, vending machines,

parking services, and the sale of gift cards.

B. Master Planned Communities

7. In addition to its core shopping center business, the GGP Group also owns

and develops large-scale, long-term master planned communities. GGP Group has five master

planned communities located in and around Columbia, Maryland; Summerlin, Nevada; and

Houston, Texas. These communities contain approximately 18,500 saleable acres of land. They

feature residential, retail, office and mixed-use components as well as schools, civic spaces and

other amenities including parks, lakes, golf courses, and wilderness trails. The master planned

community segment’s revenue is generated primarily from the sale of improved land to

homebuilders and commercial developers.

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C. Financials

8. As of December 31, 2008, the GGP Group as a whole reported

approximately $29.6 billion in total assets and approximately $27.3 billion in total liabilities

(including the GGP Group’s proportionate share of joint venture indebtedness). Of the $27.3

billion in total liabilities, $24.85 billion represents the aggregate consolidated outstanding

indebtedness of consolidated entities, which includes $6.58 billion in unsecured, recourse

indebtedness and $18.27 billion in debt secured by properties. For 2008, the GGP Group

reported consolidated revenue of approximately $3.4 billion and net cash from operating

activities of $555.6 million. The GGP Group employs approximately 3,700 people. Additional

information regarding the Debtors’ business, capital structure, and the circumstances leading to

these chapter 11 cases is contained in certain declarations filed concurrently herewith

(collectively, the “Declarations”).

III.

JURISDICTION 9. This Court has subject matter jurisdiction to consider and determine this

matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b).

Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

IV.

BASIS FOR RELIEF REQUESTED

A. The Retention of WG&M

10. The Debtors have been informed that Marcia L. Goldstein and Gary T.

Holtzer, members of WG&M, as well as other members of, counsel to, and associates of WG&M

who will be employed in these chapter 11 cases, are members in good standing of, among others,

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the Bar of the State of New York and the United States District Court for the Southern District of

New York.

11. The Debtors have selected WG&M as their attorneys because of the firm’s

recognized expertise in the field of debtor’s protections, creditors’ rights, and business

reorganizations under chapter 11 of the Bankruptcy Code as well as WG&M’s extensive

knowledge of the Debtors’ business and financial affairs. Specifically, over the last several

decades, WG&M has been actively involved in many major chapter 11 cases. WG&M currently

represents or has represented the following debtors: I & II, P.A. Bergner & Co. Holding

Company; Adelphia Business Solutions, Inc.; Agway, Inc.; AI Realty Marketing of New York,

Inc.; Ames Department Stores, Inc.; APW Ltd.; Armstrong World Industries, Inc.; Atkins

Nutritionals, Inc.; Best Products Co., Inc.; Bethlehem Steel Corporation; Bruno’s, Inc.; Carmike

Cinemas, Inc.; Charys Holding Co., Inc. and Crochet & Borel Services, Inc.; Consolidated

Hydro, Inc.; DIMAC Marketing Corporation; Eastern Air Lines, Inc.; Edison Brothers Stores,

Inc. I & II; Enron Corp.; Footstar, Inc.; Formica Corp.; G. Heileman Brewing Company, Inc.;

Genesis Health Services Corp.; Global Crossing Ltd.; Grand Union Corporation; Kasper A.S.L.,

Ltd.; LandSource Communities Development, LLC; Lehman Brothers Holdings, Inc.; Lenox

Sales, Inc.; Lexington Precision Corp.; Loral Space & Communications Ltd.; New World Pasta

Company; Olympia & York Development Limited; Parmalat USA Corp.; Pergament Home

Centers, Inc.; Pilgrim’s Pride Corporation; PRC, LLC; R.H. Macy & Co., Inc.; Regal Cinemas,

Inc.; Republic Engineered Product Holdings; Republic Technologies International, LLC;

Rhythms NetConnections Inc.; SemCrude, L.P.; Silicon Graphics, Inc.; Steve & Barry’s

Manhattan LLC; Sun Healthcare Group, Inc.; Sunbeam Corporation; Texaco Inc..; The Drexel

Burnham Lambert Group, Inc.; The Sharper Image Corp.; TL Administration Corporation;

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United Companies Financial Corporation; Vertis Holdings, Inc.; Washington Mutual, Inc.;

Weiner’s Stores; WestPoint Stevens Inc.; Worldcom, Inc.; and many others.

12. Further, since WG&M was retained by the Debtors in late December the

firm has developed extensive institutional knowledge of the Debtors’ business operations,

financial affairs, and capital structure at both a corporate level and with respect to GGP Group’s

approximately 750 wholly owned entities. WG&M has also acquired significant expertise

regarding the unique legal issues associated with these chapter 11 cases. WG&M has devoted a

significant level of resources and thousands of hours to this process.

13. Specifically, during WG&M’s prepeptition representation of the Debtors,

the firm has been primarily responsible for providing strategic advice regarding restructuring

alternatives, developing together with Kirkland & Ellis LLP (“K&E ”) a comprehensive filing

strategy for the Debtors at both the corporate and project levels, counseling the Debtors with

respect to, and preparing the documentation necessary for obtaining “first day” relief upon the

commencement of these chapter 11 cases, analyzing the Debtors’ indebtedness at both the

corporate and project levels, negotiating forbearance agreements with the Debtors’ key creditors,

preparing and launching a consent solicitation process with the Debtors’ bondholders,

negotiating and obtaining financing, and advising on various tax and litigation issues.

14. Accordingly, WG&M has the necessary background to deal effectively

with many of the potential legal issues and problems that may arise in the context of the Debtors’

chapter 11 cases. The Debtors believe that WG&M is both well qualified and uniquely able to

represent them in their chapter 11 cases in an efficient and timely manner. Were the Debtors

required to retain attorneys other than WG&M in connection with the prosecution of these

chapter 11 cases, the Debtors and their respective creditors and estates would be unduly

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prejudiced by the time and expense required for such attorneys to become familiar with the

intricacies of the Debtors, their business operations and their financial situation.

15. The Debtors filed or expect to file shortly, applications seeking to employ

Kurtzman Carson Consultants, LLC, as claims and noticing agent, Miller Buckfire & Co., LLC,

as the Debtors’ investment banker, AlixPartners, LLP, as restructuring and financial advisor, and

K&E, as co-counsel for certain subsidiary Debtors. WG&M and the Debtors intend to carefully

monitor and coordinate the efforts of all professionals retained by the Debtors in these chapter 11

cases and will clearly delineate their respective duties so as to prevent duplication of effort,

whenever possible. It is anticipated that the efficient coordination of efforts of the Debtors’

attorneys and other professionals will greatly add to the progress and effective administration of

these chapter 11 cases.

B. Scope of Services

16. Subject to the Court’s approval, WG&M will be retained as counsel to the

Debtors, and K&E will be retained as co-counsel for certain subsidiary Debtors. The Debtors are

extremely mindful of the need to avoid any duplication of services provided by their legal

counsel. WG&M and K&E have been working together for more than three months and have

established a track record and specific processes to maintain the efficient coordination of their

respective workflows.3 Subject to the Court’s approval, the Debtors will continue to utilize the

coordinated services provided by WG&M and K&E following the Commencement Date.4

3 The Debtors and the Specified Debtors have also executed (and K&E and WG&M have acknowledged) a common interest agreement pursuant to which both K&E and WG&M may advise various affiliates of the GGP Group on strategies without compromising client confidentiality or privilege.

4 The Debtors reserve the right to amend the respective duties of their co-counsel, WG&M and K&E, to the extent they deem reasonably necessary as the facts and circumstances of these chapter 11 cases continue to evolve.

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17. Specifically, WG&M will advise the Debtors and the Specified Debtors

(as defined in the K&E Retention Application)5 on (a) obtaining “first day” relief from the Court,

including financing, cash collateral usage, adequate protection issues and cash management; (b)

negotiating with holders of existing corporate level debt and equity, including holders of the

Rouse Bonds, TRUPS, the GGP LP Notes and the 2008 Facility (each as defined in the First Day

Declaration);6 (c) various project level restructuring matters; and (d) their plan of reorganization,

including confirmation matters and related litigation affecting all Debtors and the Specified

Debtors.

18. K&E will advise the Debtors on (a) filing and corporate governance issues

with respect to certain subsidiaries; (b) matters relevant to the GGP Group’s international

affiliates; (c) transactional work related to the project level assets, including potential sales of

project level assets; (d) various restructuring matters for mortgage level debt (other than the 2008

Facility), including issues and restructuring alternatives relating to commercial mortgage-backed

securities; and (e) their plan of reorganization relating to project level issues and mortgage level

indebtedness. Relevant confirmation issues would be addressed by K&E and WG&M in a

manner consistent with their respective responsibilities, as set forth above.

19. Consistent with and in furtherance of the services set forth above, the

Debtors request that WG&M be authorized to render the following services: (a) advising the

Debtors with respect to their powers and duties as debtors in possession in the continued

5 Contemporaneously herewith, the Debtors filed the Debtors’ Application Pursuant to Sections 327(a) and 328(b) of the Bankruptcy Code and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure for Authorization to Employ and Retain Kirkland & Ellis LLP as Co-Counsel for the Debtors (the “K&E Retention Application ”).

6 Contemporaneously herewith, the Debtors filed the Declaration of James A. Mesterharm Pursuant to Local Bankruptcy Rule 1007-2 in Support of First Day Motions (the “First Day Declaration”).

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management and operation of their business and properties; (b) preparing pleadings, including

motions, applications, answers, orders, reports and papers necessary or otherwise beneficial to

the administration of the Debtors’ estates and consistent with the services identified herein;

(c) appearing before the Court and any appellate courts to represent the interests of the Debtors’

estates before those courts in connection with the services identified herein; and; (d) performing

all other legal services reasonably necessary or otherwise beneficial for the Debtors in

connection with the prosecution of these chapter 11 cases in connection with the services

identified herein.

C. WG&M’s Disinterestedness

20. To the best of the Debtors’ knowledge, the members, counsel, and

associates of WG&M do not have any connection with or any interest adverse to the Debtors,

their creditors, or any other party in interest, or their respective attorneys and accountants, except

as may be set forth in the affidavit of Gary T. Holtzer, a member of WG&M (the “Holtzer

Affidavit ”), annexed hereto as Exhibit “B” .

21. Based upon the Holtzer Affidavit, the Debtors submit that WG&M is a

“disinterested person,” as that term is defined in section 101(14) of the Bankruptcy Code, as

modified by section 1107(b) of the Bankruptcy Code. The Debtors have been informed that

WG&M will conduct an ongoing review of its files to ensure that no disqualifying circumstances

arise, and if any new relevant facts or relationships are discovered, WG&M will supplement its

disclosure to the Court.

D. Professional Compensation

22. As set forth in the Holtzer Affidavit, WG&M received an advance against

fees and expenses for services to be performed in preparation for and prosecution of these

chapter 11 cases, in the amount disclosed in the Holtzer Affidavit. Prior to the Commencement

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Date, WG&M applied amounts due from the Debtors as compensation for professional services

performed relating to the potential restructuring of the Debtors’ financial obligations and the

potential commencement of these chapter 11 cases, as well as for the reimbursement of

reasonable and necessary expenses incurred in connection therewith against such advance. As of

the date hereof, WG&M has a remaining credit balance in favor of the Debtors in the

approximate amount of $872,821.07. Once all prepetition amounts have been reconciled, the

remaining balance will be applied for future professional services to be performed, and expenses

to be incurred.

23. The Debtors understand that WG&M hereafter intends to apply to the

Court for allowances of compensation and reimbursement of expenses in accordance with the

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy

Rules for the Southern District of New York (the “Local Rules”), the guidelines (the

“Guidelines”) established by the United States Trustee for the Southern District of New York

(the “U.S. Trustee”), and further orders of this Court (“Orders”) for all services performed and

expenses incurred after the Commencement Date.

24. For services rendered by WG&M in these cases, the Debtors, subject to

the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Guidelines,

and the Orders, propose to pay WG&M its customary hourly rates that are in effect from time to

time, as set forth in the Holtzer Affidavit. The Debtors respectfully submit that such rates are

reasonable. WG&M has agreed to notify the Debtors and the U.S. Trustee of any change in the

hourly rates charged by WG&M for services rendered. In addition, subject to the provisions of

the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Guidelines and any Orders, the

Debtors propose to reimburse WG&M according to its customary reimbursement policies.

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25. WG&M intends to seek reimbursement for expenses incurred in

connection with its representation of the Debtors in accordance with WG&M’s normal

reimbursement policies, subject to any modifications to such policies that WG&M may be

required to make to comply with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules,

and the Guidelines or the Orders. WG&M’s disbursement policies pass through all out of pocket

expenses at actual cost or an estimated actual cost when the actual cost is difficult to determine.

For example, with respect to duplication charges, WG&M will charge $.10 per page because the

actual cost is difficult to determine. Similarly, as it relates to computerized research, WG&M

believes that it does not make a profit on that service as a whole although the cost of any

particular search is difficult to ascertain. Other reimbursable expenses (whether the service is

performed by WG&M in-house or through a third party vendor) include, but are not limited to,

facsimiles, toll calls, overtime, overtime meals, deliveries, court costs, cost of food at meetings,

transcript fees, travel, and clerk fees.

V.

NOTICE

26. No trustee, examiner, or statutory creditors’ committee has been appointed

in these chapter 11 cases. The Debtors have served notice of this Motion on: (i) the Office of

the United States Trustee for the Southern District of New York (Attn: Greg M. Zipes); (ii) the

Securities and Exchange Commission; (iii) the Internal Revenue Service; (iv) EuroHypo AG,

New York Branch, administrative agent for the lenders to certain of the Debtors under (a) the

Second Amended and Restated Credit Agreement dated as of February 24, 2006 and (b) the Loan

Agreement, dated as of July 11, 2008, as amended; (v) Deutsche Bank Trust Company Americas,

as administrative agent for the lenders to certain of the Debtors under certain Loan Agreements,

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dated as of January 2, 2008 and February 29, 2009, respectively; (vi) Goldman Sachs Mortgage

Company, as administrative agent for the lenders to certain of the Debtors under the Amended

and Restated Credit Agreement, dated as of November 3, 2008; (vii) Wilmington Trust, FSB, as

indenture trustee under (a) that certain Indenture, dated as of May 5, 2006, and (b) that certain

Indenture, dated as of April 16, 2007; (viii) LaSalle Bank National Association and Wilmington

Trust, FSB,7 as indenture trustee under that certain Junior Subordinated Indenture, dated as of

February 24, 2006; (ix) The Bank of New York Mellon Corporation, as indenture trustee under

that certain Indenture, dated as of February 24, 1995; and (x) those creditors holding the 100

largest unsecured claims against the Debtors’ estates (on a consolidated basis). The Debtors

submit that no other or further notice need be provided.

WHEREFORE the Debtors respectfully request that the Court grant the relief

requested herein and such other and further relief as it deems just and proper.

Dated: April 16, 2009 New York, New York

Respectfully submitted,

By: /s/ Ronald L. Gern Name: Ronald L. Gern

Title: Senior Vice President & General Counsel GENERAL GROWTH PROPERTIES, INC., et al.

7 Wilmington Trust, FSB recently entered into an agreement pursuant to which it will assume the indenture trustee assignments of LaSalle Bank National Association. As of the Commencement Date, the trustee assignment with respect to this indenture has not yet been transferred to Wilmington Trust, FSB; however, Wilmington Trust, FSB will succeed LaSalle Bank National Association as indenture trustee for this series of notes upon the transfer of the trustee assignment.

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Exhibit A

Debtors

Debtor

Last Four Digits of

Federal Tax I.D. No.*

10000 Covington Cross, LLC N/A

10000 West Charleston Boulevard LLC

N/A

10190 Covington Cross, LLC N/A

1120/1140 Town Center Drive, LLC N/A

1160/1180 Town Center Drive, LLC N/A

1201-1281 Town Center Drive, LLC N/A

1251 Center Crossing, LLC N/A

1450 Center Crossing Drive, LLC N/A

1451 Center Crossing Drive, LLC N/A

1551 Hillshire Drive, LLC N/A

1635 Village Centre Circle, LLC N/A

1645 Village Center Circle, LLC N/A

9901-9921 Covington Cross, LLC N/A

9950-9980 Covington Cross, LLC N/A

Alameda Mall Associates N/A

Alameda Mall L.L.C. N/A

Apache Mall, LLC N/A

Arizona Center Parking, LLC N/A

Augusta Mall, LLC N/A

Augusta Mall Anchor Acquisition, LLC

N/A

Augusta Mall Anchor Holding, LLC N/A

Augusta Mall Holding, LLC N/A

* Pursuant to Treasury Regulation section 301.7701-3(b), certain Debtors are disregarded for tax purposes. “N/A” indicates that a separate tax identification number is not required for these Debtors.

Debtor

Last Four Digits of


Austin Mall Limited Partnership N/A

Austin Mall, LLC N/A

Bakersfield Mall, Inc. N/A

Bakersfield Mall LLC 3084

Baltimore Center Associates Limited Partnership

5598

Baltimore Center Garage Limited Partnership

N/A

Baltimore Center, LLC N/A

Bay City Mall Associates L.L.C. N/A

Bay Shore Mall II L.L.C. 9502

Bay Shore Mall, Inc. N/A

Bay Shore Mall Partners 5255

Beachwood Place Holding, LLC N/A

Beachwood Place Mall, LLC N/A

Bellis Fair Partners 5992

Benson Park Business Trust N/A

Birchwood Mall, LLC N/A

Boise Mall, LLC N/A

Boise Town Square Anchor Acquisition, LLC

N/A

Boise Towne Plaza L.L.C. N/A

Boulevard Associates 7916

Boulevard Mall, Inc. N/A

Boulevard Mall I LLC 3079

Boulevard Mall II LLC 3080

BTS Properties L.L.C. N/A

The Burlington Town Center LLC N/A

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Debtor

Last Four Digits of


Cache Valley, LLC N/A

Caledonian Holding Company, Inc. N/A

Century Plaza, Inc. N/A

Century Plaza L.L.C. 9142

Champaign Market Place L.L.C. N/A

Chapel Hills Mall L.L.C. N/A

Chattanooga Mall, Inc. N/A

Chico Mall L.L.C. N/A

Chico Mall, L.P. N/A

Chula Vista Center, LLC N/A

Collin Creek Anchor Acquisition, LLC

N/A

Collin Creek Mall, LLC N/A

Colony Square Mall L.L.C. N/A

Columbia Mall L.L.C. N/A

Coronado Center L.L.C. N/A

Coronado Center Holding L.L.C. N/A

Cottonwood Mall, LLC N/A

Country Hills Plaza, LLC N/A

Deerbrook Mall, LLC N/A

DK Burlington Town Center LLC N/A

Eagle Ridge Mall, Inc. N/A

Eagle Ridge Mall, L.P. 1211

Eastridge Shopping Center L.L.C. N/A

Eden Prairie Anchor Building L.L.C. N/A

Eden Prairie Mall, Inc. N/A

Eden Prairie Mall L.L.C. 1182

Elk Grove Town Center L.L.C. N/A

Elk Grove Town Center, L.P. N/A

Debtor

Last Four Digits of


ER Land Acquisition L.L.C. N/A

Fallbrook Square Partners Limited Partnership

N/A

Fallbrook Square Partners L.L.C. N/A

Fallen Timbers Shops, LLC N/A

Fallen Timbers Shops II, LLC N/A

Faneuil Hall Marketplace, LLC N/A

Fashion Place, LLC N/A

Fashion Place Anchor Acquisition, LLC

N/A

Fashion Show Mall LLC N/A

Fifty Columbia Corporate Center, LLC

N/A

Forty Columbia Corporate Center, LLC

N/A

Fox River Shopping Center, LLC N/A

Franklin Park Mall, LLC 1736

Franklin Park Mall Company, LLC N/A

Gateway Crossing L.L.C. N/A

Gateway Overlook Business Trust N/A

Gateway Overlook II Business Trust N/A

General Growth Properties, Inc. 3895

GGP Acquisition, L.L.C. N/A

GGP Ala Moana L.L.C. N/A

GGP Ala Moana Holdings L.L.C. N/A

GGP American Holdings Inc. N/A

GGP American Properties Inc. N/A

GGP General II, Inc. N/A

GGP Holding, Inc. 0211

GGP Holding II, Inc. 7493

GGP Holding Services, Inc. 0219

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Debtor

Last Four Digits of


GGP Ivanhoe II, Inc. N/A

GGP Ivanhoe IV Services, Inc. 6959

GGP Jordan Creek L.L.C. N/A

GGP Kapiolani Development L.L.C. N/A

GGP Knollwood Mall, LP 1685

GGP Limited Partnership 6121

GGP Natick Residence LLC N/A

GGP Savannah L.L.C. N/A

GGP Village at Jordan Creek L.L.C. N/A

GGP/Homart, Inc. 2784

GGP/Homart Services, Inc. 2467

GGP-Bay City One, Inc. N/A

GGP-Brass Mill, Inc. N/A

GGP-Burlington L.L.C. 2109

GGP-Canal Shoppes L.L.C. N/A

GGP-Foothills L.L.C. N/A

GGP-Four Seasons L.L.C. N/A

GGP-Glenbrook L.L.C. N/A

GGP-Glenbrook Holding L.L.C. N/A

GGP-Grandville L.L.C. 6334

GGP-Grandville II L.L.C. N/A

GGP-Grandville Land L.L.C. 1990

GGP-La Place, Inc. N/A

GGP-Lakeview Square, Inc. N/A

GGP-Lansing Mall, Inc. N/A

GGPLP, L.L.C. 9491

GGP-Maine Mall L.L.C. N/A

GGP-Maine Mall Holding L.L.C. N/A

GGP-Maine Mall Land L.L.C. N/A

Debtor

Last Four Digits of


GGP-Mall of Louisiana, L.P. 7204

GGP-Mint Hill L.L.C. N/A

GGP-Moreno Valley, Inc. N/A

GGP-Newgate Mall, LLC N/A

GGP-NewPark, Inc. N/A

GGP-NewPark L.L.C. N/A

GGP-North Point, Inc. N/A

GGP-North Point Land L.L.C. N/A

GGP-Pecanland, Inc. N/A

GGP-Pecanland, L.P. 0863

GGP-Pecanland II, L.P. 0891

GGP-Redlands Mall L.L.C. N/A

GGP-Redlands Mall, L.P. N/A

GGP-South Shore Partners, Inc. N/A

GGP-Steeplegate, Inc. N/A

GGP-Tucson Land L.L.C. N/A

GGP-Tucson Mall L.L.C. N/A

GGP-UC L.L.C. N/A

Grand Canal Shops II, LLC N/A

Grandville Mall, Inc. N/A

Grandville Mall II, Inc. N/A

Greengate Mall, Inc. 8940

Greenwood Mall Land, LLC N/A

Harbor Place Associates Limited Partnership

8763

Harborplace Borrower, LLC N/A

HHP Government Services, Limited Partnership

5387

Hickory Ridge Village Center, Inc. N/A

HMF Properties, LLC N/A

NY2:\1969689\35\167TL35!.DOC\47658.0007 4

Debtor

Last Four Digits of


Ho Retail Properties I Limited Partnership

6769

Ho Retail Properties II Limited Partnership

N/A

Hocker Oxmoor, LLC N/A

Hocker Oxmoor Partners, LLC N/A

Howard Hughes Canyon Pointe Q4, LLC

N/A

The Howard Hughes Corporation 8800

Howard Hughes Properties, Inc. 8603

Howard Hughes Properties, Limited Partnership

3933

Howard Hughes Properties IV, LLC N/A

Howard Hughes Properties V, LLC N/A

HRD Parking, Inc. N/A

HRD Remainder, Inc. N/A

Hulen Mall, LLC N/A

The Hughes Corporation 4858

Kapiolani Condominium Development, LLC

N/A

Kapiolani Retail, LLC N/A

Knollwood Mall, Inc. N/A

La Place Shopping, L.P. N/A

Lakeside Mall Holding, LLC 7441

Lakeside Mall Property, LLC N/A

Lakeview Square Limited Partnership 8376

Land Trust No. 89433 N/A

Land Trust No. 89434 N/A

Land Trust No. FHB-TRES 200601 N/A

Land Trust No. FHB-TRES 200602 N/A

Landmark Mall L.L.C. N/A

Lansing Mall Limited Partnership 8373

Debtor

Last Four Digits of


Lincolnshire Commons, LLC N/A

Lockport L.L.C. 5991

Lynnhaven Holding L.L.C. N/A

Lynnhaven Mall L.L.C. N/A

Majestic Partners-Provo, LLC N/A

Mall of Louisiana Holding, Inc. N/A

Mall of Louisiana Land, LP N/A

Mall of Louisiana Land Holding, LLC

N/A

Mall of the Bluffs, LLC N/A

Mall St. Matthews Company, LLC N/A

Mall St. Vincent, Inc. N/A

Mall St. Vincent, L.P. 6370

Mayfair Mall, LLC N/A

MSAB Holdings, Inc. N/A

MSAB Holdings L.L.C. 7198

MSM Property L.L.C. 2929

Natick Retail, LLC N/A

New Orleans Riverwalk Associates 0856

New Orleans Riverwalk Limited Partnership

1645

Newgate Mall Land Acquisition, LLC

N/A

Newpark Anchor Acquisition, LLC N/A

NewPark Mall L.L.C. N/A

North Plains Mall, LLC N/A

North Star Anchor Acquisition, LLC N/A

North Star Mall, LLC N/A

North Town Mall, LLC N/A

Northgate Mall L.L.C. N/A

NSMJV, LLC 9431

NY2:\1969689\35\167TL35!.DOC\47658.0007 5

Debtor

Last Four Digits of


Oakwood Hills Mall, LLC N/A

Oakwood Shopping Center Limited Partnership

9385

Oglethorpe Mall L.L.C. N/A

Oklahoma Mall L.L.C. 8382

OM Borrower, LLC N/A

One Willow Company, LLC N/A

Orem Plaza Center Street, LLC N/A

Owings Mills Limited Partnership N/A

Park Mall, Inc. N/A

Park Mall L.L.C. 8169

Park Square Limited Partnership N/A

Parke West, LLC N/A

Parkside Limited Partnership N/A

Parkview Office Building Limited Partnership

N/A

PDC Community Centers L.L.C. N/A

PDC-Eastridge Mall L.L.C. N/A

PDC-Red Cliffs Mall L.L.C. N/A

Peachtree Mall L.L.C. N/A

Pecanland Anchor Acquisition, LLC N/A

Phase II Mall Subsidiary, LLC N/A

Piedmont Mall, L.L.C. N/A

Pierre Bossier Mall, LLC N/A

Pine Ridge Mall L.L.C. N/A

Pines Mall Partners 2185

Pioneer Office Limited Partnership 4181

Pioneer Place Limited Partnership 4180

Price Development Company, Limited Partnership

N/A

Price Development TRS, Inc. 8038

Debtor

Last Four Digits of


Price Financing Partnership, L.P. N/A

Price GP L.L.C. N/A

Price-ASG L.L.C. N/A

Prince Kuhio Plaza, Inc. N/A

Providence Place Holdings, LLC N/A

RASCAP Realty, Ltd. N/A

Redlands Land Acquisition Company L.L.C.

N/A

Redlands Land Acquisition Company LP

N/A

Redlands Land Holding L.L.C. N/A

Ridgedale Center, LLC N/A

Rio West L.L.C. N/A

River Falls Mall, LLC N/A

River Hills Land, LLC N/A

River Hills Mall, LLC N/A

Rogue Valley Mall L.L.C. N/A

Rogue Valley Mall Holding L.L.C. N/A

Rouse LLC N/A

The Rouse Company LP N/A

The Rouse Company at Owings Mills, LLC

N/A

The Rouse Company BT, LLC N/A

The Rouse Company of Florida, LLC N/A

The Rouse Company of Louisiana, LLC

N/A

The Rouse Company of Michigan, LLC

N/A

The Rouse Company of Minnesota, LLC

N/A

The Rouse Company of Ohio, LLC N/A

The Rouse Company Operating Partnership LP

N/A

Rouse F.S., LLC 9886

NY2:\1969689\35\167TL35!.DOC\47658.0007 6

Debtor

Last Four Digits of


Rouse Office Management of Arizona, LLC

N/A

Rouse Providence LLC N/A

Rouse Ridgedale, LLC N/A

Rouse Ridgedale Holding, LLC N/A

Rouse SI Shopping Center, LLC N/A

Rouse Southland, LLC N/A

Rouse-Arizona Center, LLC N/A

Rouse-Arizona Retail Center Limited Partnership

4885

Rouse-Fairwood Development Corporation

9217

Rouse-New Orleans, LLC N/A

Rouse-Oakwood Shopping Center, LLC

N/A

Rouse-Orlando, LLC N/A

Rouse-Phoenix Cinema, LLC N/A

Rouse-Phoenix Corporate Center Limited Partnership

N/A

Rouse-Phoenix Development Company, LLC

N/A

Rouse-Phoenix Master Limited Partnership

5092

Rouse-Phoenix Theatre Limited Partnership

N/A

Rouse-Portland, LLC N/A

RS Properties Inc. N/A

Saint Louis Galleria L.L.C. N/A

Saint Louis Galleria Anchor Acquisition, LLC

N/A

Saint Louis Galleria Holding L.L.C. N/A

Saint Louis Land L.L.C. N/A

Seaport Marketplace, LLC N/A

Seaport Marketplace Theatre, LLC N/A

Sierra Vista Mall, LLC N/A

Sikes Senter, LLC N/A

Debtor

Last Four Digits of


Silver Lake Mall, LLC N/A

Sixty Columbia Corporate Center, LLC

N/A

Sooner Fashion Mall L.L.C. N/A

South Shore Partners, L.P. 6053

South Street Seaport Limited Partnership

N/A

Southlake Mall L.L.C. N/A

Southland Center, LLC N/A

Southland Center Holding, LLC N/A

Southland Mall, Inc. N/A

Southland Mall, L.P. 1889

Southwest Denver Land L.L.C. N/A

Southwest Plaza L.L.C. N/A

Spring Hill Mall L.L.C. N/A

St. Cloud Land L.L.C. N/A

St. Cloud Mall L.L.C. N/A

St. Cloud Mall Holding L.L.C. N/A

Stonestown Shopping Center L.L.C. N/A

Stonestown Shopping Center, L.P. N/A

Summerlin Centre, LLC N/A

Summerlin Corporation 5927

Three Rivers Mall L.L.C. N/A

Three Willow Company, LLC N/A

Town East Mall, LLC N/A

Tracy Mall, Inc. N/A

Tracy Mall Partners, L.P. 7674

Tracy Mall Partners I L.L.C. 9500

Tracy Mall Partners II, L.P. 9495

TRC Co-Issuer, Inc. 0460

NY2:\1969689\35\167TL35!.DOC\47658.0007 7

Debtor

Last Four Digits of


TRC Willow, LLC N/A

Tucson Anchor Acquisition, LLC N/A

TV Investment, LLC N/A

Two Arizona Center, LLC N/A

Two Willow Company, LLC N/A

Tysons Galleria L.L.C. N/A

U.K.-American Properties, Inc. N/A

Valley Hills Mall, Inc. N/A

Valley Hills Mall L.L.C. 6809

Valley Plaza Anchor Acquisition, LLC

N/A

VCK Business Trust N/A

Victoria Ward Center L.L.C. N/A

Victoria Ward Entertainment Center, L.L.C.

N/A

Victoria Ward, Limited 7590

Victoria Ward Services, Inc. 8057

The Village of Cross Keys, LLC N/A

Visalia Mall L.L.C. N/A

Visalia Mall, L.P. N/A

Vista Commons, LLC N/A

Vista Ridge Mall, LLC N/A

VW Condominium Development, LLC

N/A

Ward Gateway-Industrial-Village, LLC

N/A

Ward Plaza-Warehouse, LLC N/A

Weeping Willow RNA, LLC N/A

West Kendall Holdings, LLC N/A

Westwood Mall, LLC N/A

White Marsh General Partnership N/A

White Marsh Mall Associates N/A

Debtor

Last Four Digits of


White Marsh Mall LLC N/A

White Marsh Phase II Associates N/A

White Mountain Mall, LLC N/A

Willow SPE, LLC N/A

Willowbrook II, LLC N/A

Willowbrook Mall, LLC N/A

Woodbridge Center Property, LLC N/A

The Woodlands Mall Associates, LLC

N/A

NY2:\1969689\35\167TL35!.DOC\47658.0007

Exhibit B

Affidavit of Gary T. Holtzer

NY2:\1969689\35\167TL35!.DOC\47658.0007


AFFIDAVIT OF GARY T. HOLTZER AND DISCLOSURE STATEMENT OF WEIL, GOTSHAL &

MANGES LLP PURSUANT TO SECTIONS 327, 328(a), 329 AND 504 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014(a) AND 2016(b) IN SUPPORT OF APPLICATION

OF THE DEBTORS FOR AUTHORIZATION TO EMPLOY AND RETAIN WEIL, GOTSHAL & MANGES LLP AS ATTORNEYS FOR THE DEBTORS

Gary T. Holtzer being duly sworn, deposes and says as follows::

1. I am a member of the firm of Weil, Gotshal & Manges LLP (“WG&M ” or the

“Firm ”), a law firm with principal offices at 767 Fifth Avenue, New York, New York 10153;

regional offices in Houston, Dallas, and Austin, Texas; Washington, D.C.; Miami, Florida;

Boston, Massachusetts; Redwood Shores, California; Providence, Rhode Island; and

Wilmington, Delaware; and foreign offices in London, United Kingdom; Paris, France;

Budapest, Hungary; Warsaw, Poland; Frankfurt and Munich, Germany; Prague, The Czech

Republic; Beijing, Hong Kong and Shanghai, China; and Dubai. I am admitted to practice

before this Court.

2. I submit this affidavit (the “Holtzer Affidavit ”) to provide the disclosure required

under Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”) in connection with the application, dated April 16, 2009 (the

“Application ”) of South Street Seaport Limited Partnership, its parent, General Growth

NY2:\1969689\35\167TL35!.DOC\47658.0007 2

Properties, Inc. (“GGP”), and their debtor affiliates, as debtors and debtors in possession

(collectively, “General Growth” or the “Debtors”), for approval of the Debtors’ retention of

WG&M, as their attorneys in the above-captioned chapter 11 cases (the “Chapter 11 Cases”)

pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the “Bankruptcy

Code”). Unless otherwise stated in this Affidavit, I have personal knowledge of the facts set

forth herein. To the extent any information disclosed herein requires amendment or modification

upon WG&M’s completion of further review or as additional party in interest information

becomes available to it, a supplemental affidavit will be submitted to the Court reflecting such

amended or modified information.

3. Neither I, WG&M, nor any member, counsel to, or associate of the Firm

represents any entity other than the Debtors in connection with these Chapter 11 Cases. In

addition, except as set forth herein, to the best of my knowledge, after due inquiry, neither I,

WG&M, nor any member, counsel to, or associate of the Firm represents any party in interest in

these Chapter 11 Cases in matters related to these Chapter 11 Cases.

WG&M’s Disclosure Procedures

4. WG&M has in the past represented, currently represents, and may in the future

represent entities that are claimants or interest holders of the Debtors in matters unrelated to

these Chapter 11 Cases. WG&M, which employs approximately 1,200 attorneys, has a large and

diversified legal practice that encompasses the representation of many financial institutions and

commercial corporations. Some of those entities are, or may consider themselves to be, creditors

or parties in interest in the pending Chapter 11 Cases or to otherwise have interests in these

cases. Further, WG&M represents a variety of retailers both in and out of bankruptcy, some of

whom may be tenants of the Debtors.

NY2:\1969689\35\167TL35!.DOC\47658.0007 3

5. In preparing this Affidavit, I used a set of procedures developed by WG&M to

ensure compliance with the requirements of the Bankruptcy Code and the Bankruptcy Rules

regarding the retention of professionals by a debtor under the Bankruptcy Code (the “Firm

Disclosure Procedures”). Pursuant to the Firm Disclosure Procedures, I performed, or caused

to be performed, the following actions to identify the parties relevant to this Affidavit and to

ascertain WG&M’s connection to such parties:

a. A comprehensive list of the types of entities that may have contacts with the Debtors was developed through discussions with the WG&M attorneys who have provided services to the Debtors and in consultation with senior management of the Debtors (the “Retention Checklist”). A copy of the Retention Checklist is attached hereto as Exhibit “1” .

b. WG&M obtained information responsive to the Retention Checklist through several inquiries of the Debtors’ senior management and review of documents provided by the Debtors to WG&M. WG&M then used that information, together with other information identified by WG&M, to compile a list of the names of entities who may be parties in interest in the Chapter 11 Cases (the “Potential Parties In Interest”).

c. WG&M maintains a master client database as part of its conflict clearance and billing records. The master client database includes the names of the entities for which any attorney time charges have been billed since the database was first created, approximately 25 years ago (the “Client Database”). The Client Database includes the name of each current or former client, the name of the parties who are or were related or adverse to such current or former client, and the names of the WG&M personnel who are or were responsible for current or former matters for such client. It is the policy of WG&M that no new matter may be accepted or opened within the Firm without completing and submitting to those charged with maintaining the conflict clearance system the information necessary to check each such matter for conflicts, including the identity of the prospective client, the name of the matter, adverse parties and, in some cases, parties related to the client or to an adverse party. Accordingly, the database is updated for every new matter undertaken by WG&M. The accuracy of the system is a function of the completeness and accuracy of the information submitted by the attorney opening a new matter.

d. WG&M compared the names of each of the Potential Parties In Interest to client matters in the Client Database for which professional time was

NY2:\1969689\35\167TL35!.DOC\47658.0007 4

recorded during the two years prior to the comparison.1 Any matches to names in the Client Database generated by the comparison were compiled, together with the names of the respective WG&M personnel responsible for the identified client matters (the “Match List ”).

e. A WG&M attorney then reviewed the Match List and deleted obvious name coincidences and individuals or entities that were adverse to WG&M’s clients in both this matter and the matter referenced on the Match List.

f. Using information in the Client Database concerning entities on the Match List, and making general and, if applicable, specific inquiries of WG&M personnel, WG&M verified that it does not represent and has not represented any entity on the Match List in connection with the Debtors or the Chapter 11 Cases.

g. In addition, a general inquiry to all WG&M personnel (attorneys and staff) was sent by electronic mail to determine whether any such individual or any member of his or her household (a) owns any debt or equity securities of; (b) holds a claim against or interest adverse to; or (c) is or was an officer, director, or employee of any of the Debtors or non-Debtor affiliates.

WG&M’s Connections with the Debtors

6. WG&M compiled responses to the foregoing inquiries for the purposes of

preparing this Affidavit. Responses to the inquiry described in paragraph 5(g) hereof indicate

that no WG&M personnel or member of the household of any WG&M personnel holds any

claims against, stock of, or other interests in any of the Debtors and that no such individuals were

ever employed by any of the Debtors.

7. WG&M has rendered legal services to the Debtors since approximately December

2008. During such time, WG&M has played a significant role in advising the Debtors

concerning their affairs, debt obligations, and restructuring alternatives. Most recently, WG&M

1 For purposes of the Firm Disclosure Procedures, WG&M considers an entity a “former client” if all matters for such client have been closed or, if any matters for such client have not been closed, if no billable time for such client has been recorded in the past two years. Because the Firm Disclosure Procedures only reflect client activity during the past two years, matches to client matters outside that timeframe are not reflected in this Affidavit.

NY2:\1969689\35\167TL35!.DOC\47658.0007 5

has performed services necessary to enable the Debtors to file for protection under chapter 11.

WG&M is responsible for the preparation of the chapter 11 petitions, initial motions, and

applications relating to these Chapter 11 Cases and their commencement.

WG&M’s Connections with Potential Parties in Interest in Matters Unrelated to the Chapter 11 Cases

8. Either I or an attorney working under my supervision reviewed the connections

between WG&M and the clients identified on the Match List and the connections between those

entities and the Debtors and determined, in each case, that WG&M does not hold or represent an

interest that is adverse to the Debtors’ estates and that WG&M is a “disinterested person” as such

term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the

Bankruptcy Code, for the reasons discussed below.

9. Except as described below, WG&M previously has represented, currently

represents, and may represent in the future the entities described below (or their affiliates) in

matters unrelated to the Debtors. The disclosure list, attached as Exhibit “2” hereto, is the

product of implementing the Firm Disclosure Procedures. An entity is listed as a “Current

Client” in Exhibit “2” if WG&M has any open matters for such entity or a known affiliate of

such entity and attorney time charges have been recorded on any such matters within the past

two years. An entity is listed as a “Former Client” on Exhibit “2” if WG&M represented such

entity or a known affiliate of such entity within the past two years based on recorded attorney

time charges on a matter, but all matters for such entity or any known affiliate of such entity

have been formally closed. WG&M has not represented, does not represent, and will not

represent any of such entities in matters directly related to the Debtors or the Chapter 11 Cases.

NY2:\1969689\35\167TL35!.DOC\47658.0007 6

10. To the best of my knowledge and information, none of the entities listed in

Exhibit “2” represents more than one percent (1%) of WG&M’s annual revenues over the past

twelve (12) months other than Lehman, General Electric, Microsoft, and Citigroup.

11. In addition to the entities identified in Exhibit “2” , the entities identified in

Exhibit “3” , attached hereto, either (i) have a name similar to a client identified on the Match

List or (ii) are or may be related to such a client (collectively, the “Potential Clients”). After a

diligent effort, WG&M was unable to determine whether the similarity of names was in fact a

name coincidence or whether, and to what extent, the Potential Client is related to a client

identified on the Match List. Out of an abundance of caution, however, WG&M has confirmed

that, similar to the clients identified above, WG&M has not represented, does not represent, and

will not represent any of the Potential Clients in matters directly related to the Debtors or the

Chapter 11 Cases.

12. In addition to the foregoing, through diligent inquiry, I have ascertained no

connection, as such term is used in section 101(14)(C) of the Bankruptcy Code, as modified by

section 1107(b), and Bankruptcy Rule 2014(a), between WG&M and (i) the United States

Trustee for the Southern District of New York (the “U.S. Trustee”) or any person employed by

the Office of the U.S. Trustee, (ii) any attorneys, accountants, or financial consultants in the

Chapter 11 Cases, and (iii) any investment bankers that represent or may represent the Debtors or

claimants or other parties in interest in the Chapter 11 Cases, except as set forth herein. As part

of its practice, WG&M appears in cases, proceedings, and transactions involving many different

attorneys, accountants, financial consultants, and investment bankers, some of which now or may

in the future represent claimants and other parties in interest in these cases. WG&M has not

represented, and will not represent, any of such parties in relation to the Debtors or their Chapter

NY2:\1969689\35\167TL35!.DOC\47658.0007 7

11 Cases. WG&M does not have any relationship with any such attorneys, accountants,

financial consultants, and investment bankers that would be adverse to the Debtors or their

estates.

13. WG&M will continue to apply the Firm Disclosure Procedures as additional

information concerning entities having a connection with the Debtors is developed and will file

appropriate supplemental disclosure with the Court.

WG&M Is Disinterested

14. Based on the foregoing, insofar as I have been able to ascertain after diligent

inquiry, I believe WG&M does not hold or represent an interest adverse to the Debtors’ estates in

the matters upon which WG&M is to be employed, and WG&M is “disinterested” as such term

is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the

Bankruptcy Code.

WG&M’s Rates and Billing Practices

15. WG&M is not a creditor of the Debtors. WG&M has received periodic

fee advances from the Debtors for professional services to be performed and expenses to be

incurred in connection with these Chapter 11 Cases. WG&M used the advance payments to

credit the Debtors’ account for actual professional services performed and expenses incurred and

reduced the balance of the credit available to the Debtors by the amount of such charges. As of

the Commencement Date, (i) the fees and expenses incurred by WG&M approximated

$14,226,899.03 and (ii) WG&M had a remaining credit balance in favor of the Debtors for future

professional services to be performed, and expenses to be incurred, in the approximate amount of

$872,821.07. Annexed hereto as Exhibit “4” is an accounting summary of payments made to

WG&M and estimated amounts incurred by WG&M prior to the commencement of these cases.

NY2:\1969689\35\167TL35!.DOC\47658.0007 8

None of the Debtors’ prepetition payments to WG&M constitute voidable preferential transfers

pursuant to section 547 of the Bankruptcy Code. Indeed, all payments were made in a time and

manner consistent with ordinary payment practice between the Debtors and WG&M.

16. WG&M intends to charge the Debtors for services rendered in these

Chapter 11 Cases at WG&M’s normal hourly rates in effect at the time the services are rendered.

WG&M’s current customary hourly rates, subject to change from time to time, are $675 to $950

for members and counsel, $355 to $640 for associates, and $155 to $290 for paraprofessionals.

17. WG&M also intends to seek reimbursement for expenses incurred in

connection with its representation of the Debtors in accordance with WG&M’s normal

reimbursement policies, subject to any modifications to such policies that WG&M may be

required to make to comply with orders of this Court, the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules of the Bankruptcy Court for the Southern District of New York (the

“Local Rules”), and the guidelines (the “Guidelines”) established by the United States Trustee

for the Southern District of New York. WG&M’s disbursement policies pass through all out of

pocket expenses at actual cost or an estimated actual cost when the actual cost is difficult to

determine. For example, with respect to duplication charges, WG&M will charge $.10 per page

because the actual cost is difficult to determine. Similarly, as it relates to computerized research,

WG&M believes that it does not make a profit on that service as a whole although the cost of

any particular search is difficult to ascertain. Other reimbursable expenses (whether the service

is performed by WG&M in-house or through a third party vendor) include, but are not limited to,

facsimiles, toll calls, overtime, overtime meals, deliveries, court costs, cost of food at meetings,

transcript fees, travel, and clerk fees.

NY2:\1969689\35\167TL35!.DOC\47658.0007 9

18. No promises have been received by WG&M, or any member, counsel, or

associate thereof, as to payment or compensation in connection with the Chapter 11 Cases other

than in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules, the Guidelines, and the retainer letter between the Debtors and WG&M, dated as of

December 19, 2008. WG&M has no agreement with any other entity to share with such entity

any compensation received by WG&M or by such entity.

19. The Debtors’ Application requests, pursuant to section 328(a) of the

Bankruptcy Code, approval of their retention of WG&M on rates, terms, and conditions

consistent with what WG&M charges non-chapter 11 debtors, namely, prompt payment of

WG&M’s hourly rates as adjusted from time to time and reimbursement of out-of-pocket

disbursements at cost or based on formulas that approximate the actual cost where the actual cost

is not easily ascertainable. Subject to these terms and conditions, WG&M intends to apply

pursuant to section 330 of the Bankruptcy Code for allowances of compensation for professional

services rendered in these Chapter 11 Cases and for reimbursement of actual and necessary

expenses incurred in connection therewith in accordance with the provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules, the Guidelines, and any Orders.

Coordination with Other Professionals for the Debtors

20. WG&M is aware that the Debtors have submitted, or intend to submit,

applications to retain Kurtzman Carson Consultants, LLC, as claims and noticing agent, Miller

Buckfire & Co., LLC, as the Debtors’ investment banker, AlixPartners, LLP, as restructuring and

financial advisor, and Kirkland & Ellis LLP (“K&E ”), as co-counsel for certain subsidiary

Debtors. WG&M intends to carefully monitor and coordinate the efforts of all professionals

retained by the Debtors in the Chapter 11 Cases and will clearly delineate their respective duties

NY2:\1969689\35\167TL35!.DOC\47658.0007 10

so as to prevent duplication of effort, whenever possible.

21. With respect to K&E, the Debtors are extremely mindful of the need to

avoid any duplication of services provided by their legal counsel. WG&M and K&E have been

working together for more than three months and have established a track record and specific

processes to maintain the efficient coordination of their respective workflows.2 Subject to the

Court’s approval, the Debtors will continue to utilize the coordinated services provided by

WG&M and K&E following the Commencement Date.

22. The foregoing constitutes the statement of WG&M pursuant to sections

327(a), 328(a), 329, and 504 of the Bankruptcy Code and Bankruptcy Rules 2014(a) and

2016(b).

Dated: April 16, 2009 New York, New York /s/ Gary T. Holtzer_____

Gary T. Holtzer, Esq. Sworn and subscribed to before me this 16th day of April, 2009 /s/ Andrea Wilmer Andrea Wilmer Notary Public, State of New York No. 01W16172356 Qualified in Kings County Commission Expires August 6, 2011

2 WG&M and K&E have also executed a common interest agreement pursuant to which both firms may advise various affiliates of the GGP Group (as defined in the Application) on strategies that may implicate the entire GGP Group without compromising client confidentiality or privilege.

NY2:\1969689\35\167TL35!.DOC\47658.0007

Exhibit 1

Retention Checklist

List of Entity Names for Debtors and Non-Debtor Affiliates List of Property Names for Debtors and Non-Debtor Affiliates List of Trade Names and Aliases for Debtor Entities and Non-Debtor Affiliates Third Party Partners and Members of LLC, Partnership and Joint Venture Debtor and Non-Debtor Affiliates Consolidated List of 100 Largest Unsecured Creditors 2006 Loan Agreement Prepetition Agents and Lenders 2008 Loan Agreement Prepetition Agents and Lenders Goldman Bridge Loan Prepetition Agents and Lenders Rouse Bonds Prepetition Indenture Trustees and Known Bondholders Other Prepetition Secured Credit Agents and Lenders Former Employees of Debtor or Underwriting Investment Bankers – All persons who were officers, directors or employees of Debtor or any underwriting investment banker during the two years prior to the Petition Date, who are now attorneys at Weil, Gotshal & Manges LLP Underwriting Investment Bankers for Debtor’s Securities Significant Stockholders Officers, Directors, and Officer and Director Affiliations Professionals Competitors Lessors Representative Tenants Litigation Parties and Parties Which May Assert Claims Against the Debtors

NY2:\1969689\35\167TL35!.DOC\47658.0007

Exhibit 2

Current and Former Clients

Matched Entity Relationship to Debtors Relationship to WG&M

AlixPartners Professionals Current Client

Apple Computer Representative Tenants Current Client

Banc of America Securities LLC

2006 Loan Agreement Prepetition Agents and

Lenders; Other Prepetition Secured Credit Agents and

Lenders; Rouse Bonds Prepetition Indentures Trustees and Known

Bondholders; Underwriting Investment Bankers for

Debtor's Bonds

Current Client

Bank of America

Other Prepetition Secured Credit Agents and Lenders; Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders

Current Client

Bank of America, N.A.



Lenders

Current Client

Bank of America, TX 2006 Loan Agreement Prepetition Agents and

Lenders Current Client

Bank of Ireland 2008 Loan Agreement Prepetition Agents and


Bank of New York Mellon (The) Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders Current Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 2


Barclays Rouse Bonds Prepetition Indentures Trustees and


Barclays Bank PLC 2006 Loan Agreement Prepetition Agents and


Barclays Capital Rouse Bonds Prepetition Indentures Trustees and


Barclays Capital, Inc. Rouse Bonds Prepetition Indentures Trustees and


Barnes & Noble Representative Tenants Affiliate of Current Client

Barneys New York Representative Tenants Current Client

Bayerische Landesbank 2006 Loan Agreement Prepetition Agents and


Bear Stearns & Co. Other Prepetition Secured Credit Agents and Lenders

Current Client

Bed Bath & Beyond Representative Tenants Current Client

BNP Paribas Prime Brokerage, Inc. Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders Affiliate of Current Client

BNP Paribas, New York Branch Rouse Bonds Prepetition Indentures Trustees and


BNY Asset Management Rouse Bonds Prepetition Indentures Trustees and


NY2:\1969689\35\167TL35!.DOC\47658.0007 3


Calyon New York Branch 2006 Loan Agreement Prepetition Agents and

Lenders Affiliate of Current Client

Children’s Place Representative Tenants Current Client

CIGNA Corporation Other Prepetition Secured Credit Agents and Lenders

Current Client

Circuit City Representative Tenants Current Client

Citibank, N.A. Rouse Bonds Prepetition Indentures Trustees and


Citicorp North America Other Prepetition Secured Credit Agents and Lenders

Affiliate of Current Client

Citicorp North America, Inc.



Lenders


Citigroup Global Markets Inc.

Other Prepetition Secured Credit Agents and Lenders; Rouse Bonds Prepetition Indentures Trustees and Known Bondholders;

Underwriting Investment Bankers for Debtor's Bonds

Current Client

Citigroup Global Markets Realty Corp.

Other Prepetition Secured Credit Agents and Lenders


Citigroup, Inc. Other Prepetition Secured Credit Agents and Lenders

Current Client

Credit Suisse 2006 Loan Agreement Prepetition Agents and


NY2:\1969689\35\167TL35!.DOC\47658.0007 4


Credit Suisse First Boston Other Prepetition Secured Credit Agents and Lenders

Current Client

Credit Suisse Securities (USA) LLC Rouse Bonds Prepetition Indentures Trustees and


Deloitte & Touche Professionals Current Client

Deutsche Bank AG New York Branch



Deutsche Bank AG, Cayman Islands 2006 Loan Agreement Prepetition Agents and


Deutsche Bank Securities Inc.

Rouse Bonds Prepetition Indentures Trustees and Known Bondholders;


Current Client

Deutsche Bank Securities, Inc.

Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders; Other Prepetition Secured Credit

Agents and Lenders

Current Client

Deutsche Bank Trust Company 2008 Loan Agreement Prepetition Agents and


Deutsche Bank Trust Company Americas



Fidelity Advisor Series I 2006 Loan Agreement Prepetition Agents and


NY2:\1969689\35\167TL35!.DOC\47658.0007 5


Fidelity American High Yield Fund 2006 Loan Agreement Prepetition Agents and


Fidelity Canadian Balanced Fund 2006 Loan Agreement Prepetition Agents and


Fidelity Central Investment 2006 Loan Agreement Prepetition Agents and


Fidelity International Limited (U.K.) Ltd



Fidelity Management & Research Company



Gap Representative Tenants Current Client

Gap Kids Representative Tenants Affiliate of Current Client

General Electric Capital Corp. 2006 Loan Agreement Prepetition Agents and


GMAC Commercial Mortgage Association



Godiva Chocolatier Representative Tenants Current Client

Goldman Sachs Bank USA Other Prepetition Secured Credit Agents and Lenders


Goldman Sachs Group, Inc. Other Prepetition Secured Credit Agents and Lenders


Goldman Sachs International Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders


NY2:\1969689\35\167TL35!.DOC\47658.0007 6


Goldman Sachs Lending Partners LLC



Goldman Sachs Mortgage Co. 2008 Loan Agreement Prepetition Agents and


Goldman Sachs Mortgage Company

Goldman Bridge Loan Prepetition Agents and

lenders; Other Prepetition Secured Credit Agents and

Lenders


Goldman Sachs, & Co. Rouse Bonds Prepetition Indentures Trustees and


Goldman, Sachs & Co.



Current Client

Home Depot Representative Tenants Current Client

Hypo Real Estate Capital Corporation 2008 Loan Agreement Prepetition Agents and


ING Real Estate Finance (USA) LLC


Lenders; 2008 Loan Agreements Prepetition

Agents and Lenders


J.P. Morgan Rouse Bonds Prepetition Indentures Trustees and


J.P. Morgan Clearing Rouse Bonds Prepetition Indentures Trustees and


NY2:\1969689\35\167TL35!.DOC\47658.0007 7


J.P. Morgan Securities (U.S.) Rouse Bonds Prepetition Indentures Trustees and


J.P. Morgan Securities Inc.



Current Client

J.P. Morgan Securities Inc. – Fixed Rouse Bonds Prepetition Indentures Trustees and


J.P. Morgan Securities, Inc. Rouse Bonds Prepetition Indentures Trustees and


JC Penney Company, Inc Representative Tenants Current Client

JC Penney Home Store Representative Tenants Affiliate of Current Client

JCPenney Representative Tenants Current Client

JCPenny Home Store Representative Tenants Affiliate of Current Client.

Jefferies & Company Rouse Bonds Prepetition Indentures Trustees and


JP Morgan

Third Party Partners and Members of LLC, Partnership and Joint Venture Debtor and

Non-Debtor Affiliates


JP Morgan Chase Rouse Bonds Prepetition Indentures Trustees and


JP Morgan Chase & Co. Other Prepetition Secured Credit Agents and Lenders

Current Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 8


JP Morgan Chase Bank


Known Bondholders

Current Client

JP Morgan Chase Bank Rouse Bonds Prepetition Indentures Trustees and


JP Morgan Chase Bank, N.A. 2006 Loan Agreement Prepetition Agents and


JP Morgan Chase Bank, National Association



JP Morgan International Rouse Bonds Prepetition Indentures Trustees and


JP Morgan Trust Company, National Association



JPMorgan Chasebank/Greenwich Capital



KBC Bank NV 2006 Loan Agreement Prepetition Agents and


Lehman Brothers Inc. Underwriting Investment

Bankers for Debtor's Bonds Current Client

Lehman Brothers, Inc. Other Prepetition Secured Credit Agents and Lenders

Current Client

Lehman Commercial Paper Inc. 2006 Loan Agreement Prepetition Agents and


NY2:\1969689\35\167TL35!.DOC\47658.0007 9


M&T Bank


Lenders; 2008 Loan Agreement Prepetition Agents

and Lenders

Current Client

Manufacturers and Traders Trust Company



Merrill Lynch Bank USA 2006 Loan Agreement Prepetition Agents and


Merrill Lynch Global Securities Rouse Bonds Prepetition Indentures Trustees and


Merrill Lynch Mortgage Lending, Inc.



Microsoft Licensing, GP Consolidated List of 100

Largest Unsecured Creditors Affiliate of Current Client

Morgan Stanley

Other Prepetition Secured Credit Agents and Lenders; Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders

Current Client

Morgan Stanley & Co. Incorporated



Current Client

Morgan Stanley Bank 2006 Loan Agreement Prepetition Agents and


Morgan Stanley DW Inc. Rouse Bonds Prepetition Indentures Trustees and


NY2:\1969689\35\167TL35!.DOC\47658.0007 10


Morgan Stanley Senior Funding Inc. 2008 Loan Agreement Prepetition Agents and


Oaktree Capital Management, L.P. Rouse Bonds Prepetition Indentures Trustees and


Pier 1 Import Representative Tenants Current Client

Prudential Rouse Bonds Prepetition Indentures Trustees and


Prudential Asset Resources Other Prepetition Secured Credit Agents and Lenders


Prudential Financial Inc. Other Prepetition Secured Credit Agents and Lenders

Current Client

Putnam Asset Allocation Fund 2006 Loan Agreement Prepetition Agents and


Putnam Asset Allocation Funds 2006 Loan Agreement Prepetition Agents and


Putnam Bank Loan Fund (Cayman) 2006 Loan Agreement Prepetition Agents and


Putnam Diversified Income Trust 2006 Loan Agreement Prepetition Agents and


Putnam Floating Rate Income Fund 2006 Loan Agreement Prepetition Agents and


NY2:\1969689\35\167TL35!.DOC\47658.0007 11


Putnam High Yield Advantage Fund 2006 Loan Agreement Prepetition Agents and


Putnam High Yield Trust 2006 Loan Agreement Prepetition Agents and


Putnam Master Intermediate Income 2006 Loan Agreement Prepetition Agents and


Putnam Premier Income Trust 2006 Loan Agreement Prepetition Agents and


Putnam Variable Trust 2006 Loan Agreement Prepetition Agents and


Putnam Variable Trust-PVT Diversifi 2006 Loan Agreement Prepetition Agents and


Putnam Variable Trust-PVT High 2006 Loan Agreement Prepetition Agents and


Rothschild et Cie Banque


Known Bondholders

Current Client

Saks Fifth Avenue Incorporated Representative Tenants


Schindler Elevator Corp. Litigation Parties and Parties Which May Assert Claims

Against the Debtors Current Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 12


Sephora Consolidated List of 100

Largest Unsecured Creditors; Representative Tenants

Current Client

Sports Authority Representative Tenants Current Client

Steve & Barry’s Representative Tenants Current Client

Target Corporation Representative Tenants Current Client

Teachers Insurance and Annuity Association



The Bank of New York Mellon Rouse Bonds Prepetition Indentures Trustees and


The Bank of New York Mellon Trust Company, N.A.

Consolidated List of 100 Largest Unsecured Creditors;



The Bank of New York Mellon/DBAG London Global Market



The Bank of New York Mellon/Mellon Trust



The Prudential Insurance Company of America



TIAA Commercial Loan Services Other Prepetition Secured Credit Agents and Lenders


UBS AG Stamford Branch 2006 Loan Agreement Prepetition Agents and


NY2:\1969689\35\167TL35!.DOC\47658.0007 13


UBS Financial Services, Inc. Rouse Bonds Prepetition Indentures Trustees and


UBS Investment Bank




UBS Securities LLC



Current Client

UBS Securities, Ltd. (U.K.) Rouse Bonds Prepetition Indentures Trustees and


UBS Warburg Other Prepetition Secured Credit Agents and Lenders


Wachovia Bank – Institutional 2006 Loan Agreement Prepetition Agents and


Wachovia Bank National Association



and Lenders


Wachovia Bank, National Association



and Lenders; Other Prepetition Secured Credit

Agents and Lenders


NY2:\1969689\35\167TL35!.DOC\47658.0007 14


Wachovia Capital Markets LLC 2008 Loan Agreement Prepetition Agents and


Wachovia Capital Markets, LLC

2006 Loan Agreement Prepetition Agents and Lenders; Underwriting Investment Bankers for

Debtor's Bonds

Current Client

Wachovia Corporation Other Prepetition Secured Credit Agents and Lenders


Wachovia Securities Other Prepetition Secured Credit Agents and Lenders


Wal-Mart Representative Tenants Current Client

Wal-Mart Real Estate Business Trust Litigation Parties and Parties Which May Assert Claims

Against the Debtors Affiliate of Current Client

Wells Fargo Other Prepetition Secured Credit Agents and Lenders

Current Client

Wells Fargo Bank Lessor Current Client

Wells Fargo Bank, National Association



Wells Fargo Brokerage Services, LLC



West LB AG, New York Branch 2006 Loan Agreement Prepetition Agents and


Wilmington Trust Consolidated List of 100

Largest Unsecured Creditors Current Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 15


Wilmington Trust Company Rouse Bonds Prepetition Indentures Trustees and


Wilmington Trust Corp. Rouse Bonds Prepetition Indentures Trustees and


Zales Jewelers Representative Tenants Current Client

NY2:\1969689\35\167TL35!.DOC\47658.0007

Exhibit 3

Potential Clients


AMC 15 Representative Tenants Affiliate Related to Current

Client

AMC Theatres Representative Tenants Affiliate Related to Current

Client

American Express Litigation Parties and Parties Which May Assert Claims

Against the Debtors

May Be Related to Former Client

American General Accident and Life Insurance Company

Lessor May Be Affiliate of Current

Client

American General Finance Corporation


May Be Affiliate of Current Client

American General Life and Accident Insurance Company

Lessor May Be Affiliate of Current

Client

AON Risk Services, Inc.



Affiliate Related to Current Client; Related to Former

Client

Archon Financial, L.P. Other Prepetition Secured Credit Agents and Lenders


Atrium V 2006 Loan Agreement Prepetition Agents and

Lenders

May Be Related to Current Client

AXA Rosenberg Investment Management, LLC (U.S.)


Known Bondholders


NY2:\1969689\35\167TL35!.DOC\47658.0007 2


Bailey, Banks & Biddle Representative Tenants Related to Current Client

Bank One, National Association Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders


Bass Pro Shops Outdoor World Representative Tenants Affiliate Related to Current

Client

Beall's Representative Tenants May Be Current Client

Best Buy Representative Tenants Related to Current Client; Related to Former Client

BlackRock Advisors, LLC Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders

Affiliate Related to Current Client

Bloomingdales Representative Tenants Related to Current Client

Bon-Ton Department Stores, Inc. Representative Tenants May Be Affiliate of Current

Client

BT. Alex Brown Incorporated



C & C Representative Tenants Affiliate May Be Related to

Current Client

C&C Casa E Construção Representative Tenants Affiliate May Be Related to

Current Client

Center Partners, Ltd. Litigation Parties and Parties Which May Assert Claims

Against the Debtors

May Be Current Client; May Be Related to Current and

Former Clients; Affiliate May Be Related to Current and

Former Clients

Chang Hwa Commercial Bank Ltd. 2006 Loan Agreement Prepetition Agents and

Lenders


NY2:\1969689\35\167TL35!.DOC\47658.0007 3


Clearview Correspondent Services, LLC


Known Bondholders

Affiliate May Be Related to Current Client

Commerzbank Other Prepetition Secured Credit Agents and Lenders

Related to Current Client

Commerzbank AG 2006 Loan Agreement Prepetition Agents and

Lenders Related to Current Client

Commerzbank AG, New York 2006 Loan Agreement Prepetition Agents and

Lenders


Commerzbank Capital Markets Corp. Underwriting Investment

Bankers for Debtor's Bonds Affiliate Related to Current

Client

Dick’s Sporting Goods Representative Tenants May Be Related to Current

Client

Dick’s Sporting Goods, Inc. Representative Tenants May Be Related to Current

Client

Dresdner Kleinwort Wasserstein-Grantchester, Inc.



E*Trade Clearing LLC Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders


Erste Bank, NY Branch 2006 Loan Agreement Prepetition Agents and

Lenders


Fidelity Advisor Series I 2006 Loan Agreement Prepetition Agents and

Lenders

Affiliate May Be Related to Former Client

Fidelity American High Yield Fund 2006 Loan Agreement Prepetition Agents and

Lenders


NY2:\1969689\35\167TL35!.DOC\47658.0007 4


Fidelity Canadian Balanced Fund 2006 Loan Agreement Prepetition Agents and

Lenders


Fidelity Central Investment 2006 Loan Agreement Prepetition Agents and

Lenders


First Hawaiian Bank 2006 Loan Agreement Prepetition Agents and

Lenders


First Trust/Four Corners Senior 2006 Loan Agreement Prepetition Agents and

Lenders


FMR LLC Significant Stockholders May Be Affiliate of Current

Client

Fortress Credit Investments I Ltd. 2006 Loan Agreement Prepetition Agents and

Lenders

Affiliate May Be Related to Former Client; May Be


Fortress Credit Investments II Ltd. 2006 Loan Agreement Prepetition Agents and

Lenders

Affiliate May Be Related to Former Client; May Be


Gottschalks Representative Tenants Related to Current Client

Guggenheim Structured Real Estate 2006 Loan Agreement Prepetition Agents and

Lenders


Hallmark Representative Tenants May Be Affiliate of Current

Client

Harford Investment Management Company


Known Bondholders


NY2:\1969689\35\167TL35!.DOC\47658.0007 5


Hartford Mezzanine Investors I 2006 Loan Agreement Prepetition Agents and

Lenders


John V. Howard Officers, Directors, and

Officer and Director Affiliations


Key Bank Other Prepetition Secured Credit Agents and Lenders


KeyBank National Association 2006 Loan Agreement Prepetition Agents and

Lenders


Keybank Real Estate Capital Other Prepetition Secured Credit Agents and Lenders


Keystone Nazareth Bank & Trust Co. 2006 Loan Agreement Prepetition Agents and

Lenders


Lenscrafters Representative Tenants May Be Affiliate of Current

Client

Lexington Insurance Company Litigation Parties and Parties Which May Assert Claims

Against the Debtors


Limited Too Representative Tenants Affiliate Related to Current

Client

LNR Partners, Inc. Other Prepetition Secured Credit Agents and Lenders


Loews Cineplex Representative Tenants Affiliate May Be Related to

Current Client

Macy s Annex II Representative Tenants Affiliate Related to Current

Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 6


Macy s Children Store Representative Tenants Affiliate Related to Current

Client

Macy s Home Store Representative Tenants Affiliate Related to Current

Client

Macy s Junior Representative Tenants Affiliate Related to Current

Client

Macy s Mens & Home Representative Tenants Affiliate Related to Current

Client

Macy s Womens Representative Tenants Affiliate Related to Current

Client

Macy’s Retail Holding Inc. Litigation Parties and Parties Which May Assert Claims

Against the Debtors


Macy’s, Inc. Representative Tenants Affiliate Related to Current

Client

Mary Lynne Roberts and Thomas Roberts

Litigation Parties and Parties Which May Assert Claims

Against the Debtors


Merrill Lynch, Pierce Fenner & Smith


Known Bondholders


Merrill Lynch, Pierce, Fenner & Smith Incorporated



Metropolitan Life Insurance Company


Affiliate May Be Related to Current Client; Related to

Current Client

National Association of Real Estate Investment Trusts (NAREIT)

Affiliation of Officers & Directors


NY2:\1969689\35\167TL35!.DOC\47658.0007 7


National City Bank NA 2006 Loan Agreement Prepetition Agents and

Lenders

Affiliate May Be Related to Current Client; May Be


Neiman Marcus Representative Tenants Related to Current Client

Neuberger Berman Management, Inc. Representative Tenants Related to Current Client

New York Life Insurance and Annuity


Lenders


New York Life Insurance Company 2006 Loan Agreement Prepetition Agents and

Lenders


New York Life Investment Management, LLC


Known Bondholders


Nordstrom Significant Tenant Related to Current Client

Nordstrom, Inc. Lessor; Representative

Tenants Related to Current Client

Northwestern Mutual Other Prepetition Secured Credit Agents and Lenders


Northwestern Mutual Life Insurance Company



Onex Credit Partners, LLC Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders

Affiliate May Be Related to Current Client; Affiliate May be Related to Former Client

Principal Financial Group, Inc. Other Prepetition Secured Credit Agents and Lenders


Putnam Asset Allocation Fund 2006 Loan Agreement Prepetition Agents and

Lenders

Affiliate Related to Former Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 8


Putnam Asset Allocation Funds 2006 Loan Agreement Prepetition Agents and

Lenders


Putnam Bank Loan Fund (Cayman) 2006 Loan Agreement Prepetition Agents and

Lenders


Putnam Diversified Income Trust 2006 Loan Agreement Prepetition Agents and

Lenders


Putnam Floating Rate Income Fund 2006 Loan Agreement Prepetition Agents and

Lenders


Putnam High Yield Advantage Fund 2006 Loan Agreement Prepetition Agents and

Lenders


Putnam High Yield Trust 2006 Loan Agreement Prepetition Agents and

Lenders

Related to Former Client; Affiliate Related to Former

Client

Putnam Master Intermediate Income 2006 Loan Agreement Prepetition Agents and

Lenders


Putnam Premier Income Trust 2006 Loan Agreement Prepetition Agents and

Lenders


Putnam Variable Trust 2006 Loan Agreement Prepetition Agents and

Lenders


Putnam Variable Trust-PVT Diversi 2006 Loan Agreement Prepetition Agents and

Lenders


NY2:\1969689\35\167TL35!.DOC\47658.0007 9


Putnam Variable Trust-PVT High 2006 Loan Agreement Prepetition Agents and

Lenders


Qualcomm Global Trading Inc. 2006 Loan Agreement Prepetition Agents and

Lenders


Raymond James Bank, FSB 2006 Loan Agreement Prepetition Agents and

Lenders


Raymond, James & Associates, Inc. Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders


RBC Capital Markets Corporation




Sandelman Partners CRE CDO 1 Ltd. 2006 Loan Agreement Prepetition Agents and

Lenders


Sandelman Partners CRE CDO I, Ltd.



Scotia Capital (USA) Inc. Underwriting Investment

Bankers for Debtor's Bonds May Be Affiliate of Current

Client

SEI Private Trust Ccompany Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders


Shoppers Food And Pharmacy Representative Tenants Affiliate May Be Related to

Current Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 10


Skanska USA Building, Inc. Litigation Parties and Parties Which May Assert Claims

Against the Debtors

May Be Affiliate of Current Client; Affiliate May Be Related to Current and

Former Clients

Stichting Pension Funds ABP




Stone Tower CLO VI Ltd. 2006 Loan Agreement Prepetition Agents and

Lenders


TD Ameritrade Clearing Inc. Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders


TD Asset Management USA Inc.


Known Bondholders


TD Bank (The) Rouse Bonds Prepetition Indentures Trustees and

Known Bondholders May Be Current Client

Teresa Barrett Litigation Parties and Parties Which May Assert Claims

Against the Debtors


The Neiman Marcus Group, Inc. Representative Tenants Affiliate Related to Current

Client

Urban Land Institute Affiliation of Officers & Directors


Urban Land Institute (ULI) Affiliation of Officers &

Directors May Be Related to Current

Client

Wachovia Bank – Institutional 2006 Loan Agreement Prepetition Agents and

Lenders

Affiliate Related to Current Client; Affiliate May Be Related to Former Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 11


Wachovia Bank National Association



and Lenders

Related to Current Client; Affiliate Related to Current

Client; Affiliate May Be Related to Former Client

Wachovia Bank, National Association



and Lenders; Other Prepetition Secured Credit

Agents and Lenders

Related to Current Client; Affiliate Related to Current

Client; Affiliate May Be Related to Former Client

Wal-Mart Real Estate Business Trust Litigation Parties and Parties Which May Assert Claims

Against the Debtors

Affiliate May Be Related to Current and Former Clients

Zell/Lurie Real Estate Center at the Wharton School

Affiliation of Officers & Directors


NY2:\1969689\35\167TL35!.DOC\47658.0007

Exhibit 4

Account Summary of Payments

Date Transaction Amount Fee Advance

Balance

12/31/2008

Fee advance received by WG&M via wire transfer from General Growth Properties, Inc. (Initial) $1,250,000.00 $1,250,000.00

1/9/2009

Invoice Number: 10356710. Fee advance amount drawn down based on services performed from the period through 12/31/08. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing system. $1,167,227.51 $82,772.49

1/16/2009

Fee advance received by WG&M via wire transfer from General Growth Properties, Inc. $1,167,227.51 $1,250,000.00

1/23/2009


1/27/2009


1/28/2009


1/29/2009


NY2:\1969689\35\167TL35!.DOC\47658.0007 2


Balance

1/31/2009


2/11/2009


2/12/2009


2/19/2009


2/26/2009

Invoice Number: 10361149. Fee advance amount drawn down based on services performed from the period through 2/07/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing system. $502,138.33 $747,861.67

3/4/2009

Fee advance received by WG&M via wire transfer from General Growth Properties, Inc. $502,138.33 $1,250,000.00

3/4/2009

Invoice Number: 10361150. Fee advance amount drawn down based on services performed from the period through 2/14/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing system. $629,531.21 $620,468.79

3/10/2009


NY2:\1969689\35\167TL35!.DOC\47658.0007 3


Balance

3/11/2009


3/12/2009


3/13/2009

Invoice Number: 10363074. Fee advance amount drawn down based on services performed from the period through 3/13/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing system. ($10K was credited to client on this bill) $1,214,287.99 $208,513.89

3/19/2009


3/24/2009

Invoice Number: 10364694. Fee advance amount drawn down based on services performed from the period through 3/20/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing system. $800,559.55 $1,907,954.34

3/27/2009


3/31/2009

Invoice Number: 10365548. Fee advance amount drawn down based on services performed from the period through 3/27/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing system. $1,142,124.98 $1,265,829.36

4/3/2009


NY2:\1969689\35\167TL35!.DOC\47658.0007 4


Balance

4/13/2009

Invoice Number: 10366314. Fee advance amount drawn down based on services performed from the period through 4/03/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing system. $1,012,134.06 $1,395,820.28

4/13/2009


4/16/2009


NY2:\1969689\35\167TL35!.DOC\47658.0007

Exhibit C

Proposed Order

NY2:\1969689\35\167TL35!.DOC\47658.0007


ORDER PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE AND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY

PROCEDURE AUTHORIZING THE EMPLOYMENT AND RETENTION OF WEIL,GOTSHAL & MANGES LLP AS ATTORNEYS FOR THE DEBTORS

Upon the application, dated April 16, 2009 (the “Application ”)1 of South Street

Seaport Limited Partnership, its ultimate parent, General Growth Properties, Inc. (“GGP”), and

their debtor affiliates, as debtors and debtors in possession (collectively, “General Growth” or

the “Debtors”), pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the

“Bankruptcy Code”) and Rule 2014(a) and 2016(b) of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), requesting authority to employ and retain Weil, Gotshal &

Manges LLP (“WG&M ”) as their attorneys, effective as of the commencement of these cases,

under a general retainer, all as more fully set forth in the Application; and upon consideration of

the Affidavit of Gary T. Holtzer, Esq., a member of WG&M, dated April 16, 2009 (the “Holtzer

Affidavit ”); and the Court being satisfied, based on the representations made in the Application

and the Holtzer Affidavit, that WG&M represents or holds no interest adverse to the Debtors or

their estates and is disinterested under section 101(14) of the Bankruptcy Code, as modified by

section 1107(b) of the Bankruptcy Code, all as more fully described in the Application; and the

1 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Application.

NY2:\1969689\35\167TL35!.DOC\47658.0007 2

Court having jurisdiction to consider the Application and grant the requested relief in accordance

with 28 U.S.C. §§ 157 and 1334 and the Standing Order M-61 Referring to Bankruptcy Judges

for the Southern District of New York Any and All Proceedings Under Title 11, dated July 10,

1984 (Ward, Acting C.J.); and consideration of the Application being a core proceeding pursuant

to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408

and 1409; and the Debtors having provided notice of the Application and Hearing (as defined

below) to o trustee, examiner, or statutory creditors’ committee has been appointed in these

Chapter 11 Cases. The Debtors have served notice of this Application on: (i) the Office of the

United States Trustee for the Southern District of New York (Attn: Greg M. Zipes); (ii) the

Securities and Exchange Commission; (iii) the Internal Revenue Service; (iv) EuroHypo AG,

New York Branch, administrative agent for the lenders to certain of the Debtors under (a) the

Second Amended and Restated Credit Agreement dated as of February 24, 2006 and (b) the Loan

Agreement, dated as of July 11, 2008, as amended; (v) Deutsche Bank Trust Company Americas,

as administrative agent for the lenders to certain of the Debtors under certain Loan Agreements,

dated as of January 2, 2008 and February 29, 2009, respectively; (vi) Goldman Sachs Mortgage

Company, as administrative agent for the lenders to certain of the Debtors under the Amended

and Restated Credit Agreement, dated as of November 3, 2008; (vii) Wilmington Trust, FSB, as

indenture trustee under (a) that certain Indenture, dated as of May 5, 2006, and (b) that certain

Indenture, dated as of April 16, 2007; (viii) LaSalle Bank National Association and Wilmington

Trust, FSB,2 as indenture trustee under that certain Junior Subordinated Indenture, dated as of

2 Wilmington Trust, FSB recently entered into an agreement pursuant to which it will assume the indenture trustee assignments of LaSalle Bank National Association. As of the Commencement Date, the trustee assignment with respect to this indenture has not yet been transferred to Wilmington Trust, FSB; however, Wilmington Trust, FSB will succeed LaSalle Bank National Association as indenture trustee for this series of notes upon the transfer of the trustee assignment.

NY2:\1969689\35\167TL35!.DOC\47658.0007 3

February 24, 2006; (ix) The Bank of New York Mellon Corporation, as indenture trustee under

that certain Indenture, dated as of February 24, 1995; and (x) those creditors holding the 100

largest unsecured claims against the Debtors’ estates (on a consolidated basis); and the Court

having held a hearing to consider the requested relief (the “Hearing”); and upon the

Declarations, the record of the Hearing, and all of the proceedings before the Court, the Court

finds and determines that the requested relief is in the best interests of the Debtors, their estates,

creditors, and all parties in interest; the Debtors have provided due and proper notice of the

Application and Hearing and no further notice is necessary; the legal and factual bases set forth

in the Application establish just and sufficient cause to grant the requested relief herein; and

therefor, it is

ORDERED that the Application is approved; and it is further

ORDERED that pursuant to sections 327(a) and 328(a) of the Bankruptcy Code,

the Debtors’ retention of WG&M as their attorneys under a general retainer in accordance with

WG&M’s normal hourly rates and disbursement policies as set forth in the WG&M Affidavit is

approved nunc pro tunc to the Commencement Date; and it is further

ORDERED that WG&M shall apply for compensation and reimbursement in

accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code,

applicable provisions of the Bankruptcy Rules, the Local Bankruptcy Rules for the Southern

District of New York, the guidelines established by the Office of the United States Trustee, and

such other procedures as may be fixed by order of this Court; and it is further

ORDERED that notice of the Application as provided herein shall be deemed

good and sufficient notice of the Application; and it is further

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ORDERED that this Court shall retain jurisdiction to hear and determine all

matters arising from or related to the implementation, interpretation and/or enforcement of this

Order.

Dated: _______________, 2009 New York, New York

UNITED STATES BANKRUPTCY JUDGE

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