NOTE 6 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows:

	March 31,		Weighted-Average		December 31,		Weighted-Average
	2013(1)		Interest Rate(2)		2012(3)		Interest Rate(2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	14,620,117	4.73	%	$	14,225,011	4.88	%
Corporate and other unsecured loans	634,717		6.68	%	729,590		6.51	%

Total fixed-rate debt	15,254,834		4.81	%	14,954,601		4.96	%

Variable-rate debt:
Collateralized mortgages, notes and loans payable	980,532		3.41	%	1,012,265		3.42	%

Total Mortgages, notes and loans payable	$	16,235,366	4.72	%	$	15,966,866	4.86	%

Variable-rate debt:
Junior Subordinated Notes	$	206,200	1.75	%	$	206,200	1.76	%

(1) Includes ($21.0) million of debt market rate adjustments.

(2) Represents the weighted-average interest rates on our principal balances, excluding the effects of deferred finance costs.

(3) Includes ($23.3) million of debt market rate adjustments.

Collateralized Mortgages, Notes and Loans Payable

As of March 31, 2013, $21.5 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $2.1 billion of debt, are cross-collateralized with other properties. Although a majority of the $15.6 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $657.3 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

During the three months ended March 31, 2013, we refinanced 6 consolidated mortgage notes totaling $1.2 billion with net proceeds of $635.9 million and we paid down $100.2 million of mortgage notes. The following is a summary of our significant loan refinancings during 2013:

Property	Original Loan		Original Rate		New Loan		New Rate		Net Proceeds		Maturity
	(dollars in millions)
Willowbrook Mall	$	146.5	6.82	%	$	360.0	3.55	%	$	213.5	March 2025
Pembroke Lakes Mall	119.0		4.94	%	260.0		3.56	%	141.0		March 2025
Valley Plaza Mall	86.0		3.90	%	240.0		3.75	%	154.0		March 2025

Corporate and Other Unsecured Loans

During the three months ended March 31, 2013, we paid down $91.8 million of corporate unsecured bonds. We have certain unsecured debt obligations, the terms of which are described below:

	March 31,		Weighted-Average		December 31,		Weighted-Average
	2013(2)		Interest Rate		2012		Interest Rate
Unsecured fixed-rate debt:
TRCLLC Bonds - 2010 Indenture(1) (3)	$	608,688	6.75	%	$	608,688	6.75	%
HHC Note(1)	17,830		4.41	%	19,347		4.41	%
TRCLLC Bonds - 1995 Indenture	—		—		91,786		5.38	%

Total unsecured fixed-rate debt	$	626,518	6.68	%	$	719,821	6.51	%

(1) Matures from November 2015 through December 2015.

(2) Excludes a net market rate premium of $8.2 million that increases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate premium amortizes as a reduction to interest expense over the life of the respective loan.

(3) We repaid $608.7 million of corporate unsecured bonds on May 1, 2013 (Note 16).

On February 14, 2013, our consolidated subsidiary, TRCLLC, redeemed the $91.8 million of 5.38% unsecured corporate bonds due November 26, 2013. The bonds were redeemed in cash at the “Make-Whole Price”, as defined in the applicable indenture, plus accrued and unpaid interest up to, but excluding, the redemption date. We incurred debt extinguishment costs of $3.5 million in connection with the redemption, which is recorded within Loss on extinguishment of debt on our Consolidated Statements of Operations and Comprehensive Income (Loss).

The remaining bonds have covenants, including ratios of secured debt to gross assets and total debt to total gross assets. We are not aware of any instances of non-compliance with such covenants as of March 31, 2013.

On April 2, 2013, our consolidated subsidiary, TRCLLC called for the redemption of its remaining bonds, $608.7 million of 6.75% unsecured corporate bonds due November 9, 2015 (Note 16). The bonds were redeemed on May 1, 2013, and the full amount of the 6.75% unsecured corporate bonds were redeemed in cash and required the payment of an early redemption fee of approximately $20.5 million, plus accrued and unpaid interest up to, but excluding, the redemption date. The early redemption fee will be recorded in our Consolidated Statements of Operations and Comprehensive Income (Loss) during the three and six months periods ended June 30, 2013.

Our revolving credit facility (the “Facility”) provides for revolving loans of up to $1.00 billion. The Facility has an uncommitted accordion feature for a total facility of up to $1.25 billion. The Facility is scheduled to mature in April 2016 and is guaranteed by certain of our subsidiaries and secured by (i) a first-lien on the capital stock of certain of our subsidiaries and (ii) various additional collateral. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 200 to 275 basis points which is determined by the Company’s leverage level. The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt to value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of March 31, 2013. No amounts are outstanding on the Facility as of March 31, 2013. We drew $400 million on the Facility in conjunction with GGPLP’s purchase of the Fairholme and Blackstone Warrants on January 28, 2013 (Note 8). This amount was subsequently repaid with proceeds from our issuance of preferred stock (Note 9) and available cash.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPLP, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006. The Trust also issued $6.2 million of Common Securities to GGPLP. The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior Subordinated Notes of GGPLP due 2041. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2041, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior Subordinated Notes. The Junior Subordinated Notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded the Junior Subordinated Notes as mortgages, notes and loans payable and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $22.2 million as of March 31, 2013 and $21.7 million as of December 31, 2012. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of March 31, 2013 with the exception of one property transferred to a special servicer.