FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 29th, 2020 • Brookfield Property REIT Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT, dated as of August 24, 2018 (this “Agreement”), by and among Brookfield Retail Holdings VII Sub 3 LLC, a Delaware limited liability company (the “Parent”), Brookfield Property REIT Inc., a Delaware corporation (f/k/a GGP Inc.) (“BPR”), GGP Nimbus, LLC, a Delaware limited liability company (“Nimbus”), GGP Limited Partnership LLC (“GGPLP”), a Delaware limited liability company, BPR OP, LP (f/k/a GGP Operating Partnership, LP), a Delaware limited partnership (“BPR OP”), GGSI Sellco, LLC, a Delaware limited liability company (“SellCo”), GGPLP Real Estate 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company (“GGPLP RE”), GGPLPLLC 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company (“GGPLPLLC 2010”), GGPLP 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company (“GGPLP 2010”) and GGPLP L.L.C., a Delaware limited liability company (“GGPLPLLC”), each of the foregoing as the Borrowers, the Lenders party hereto, the Issuing Banks pa
GENERAL GROWTH PROPERTIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 9, 2010 (this “Agreement”), by and between the purchasers listed on Schedule I hereto (the “Purchasers”) and General Growth Properties, Inc., a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2010 • New GGP, Inc. • Real estate investment trusts • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of November, 2010 by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
THE ROUSE COMPANY, LLC and Wilmington Trust FSB, as Trustee 6.75% SENIOR NOTES DUE 2015Indenture • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT effective as of March 31, 2010 between THE PURCHASERS PARTY HERETO and GENERAL GROWTH PROPERTIES, INC.Stock Purchase Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”).
General Growth Properties, Inc. 2010 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 15th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of the effective date of the Third Amended and Restated Plan of Reorganization of General Growth Properties, Inc. and other debtors under Chapter 11 of the Bankruptcy Code, as Modified [Docket No. 6232], and as may be further modified (the “Effective Date”), between General Growth Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).
SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND THE HOWARD HUGHES CORPORATION Dated November 9, 2010Separation Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
This SEPARATION AGREEMENT (this “Agreement”), dated as of November 9, 2010, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Howard Hughes Corporation, a Delaware corporation (“Spinco”). Capitalized terms used herein shall have the meanings assigned to them in Article I hereof or as otherwise expressly set forth herein.
TAX MATTERS AGREEMENT by and between General Growth Properties, Inc. and The Howard Hughes Corporation Dated as of November 9, 2010Tax Matters Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of November 9, 2010, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and The Howard Hughes Corporation, a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED WARRANT AGREEMENT BETWEEN GENERAL GROWTH PROPERTIES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as WARRANT AGENT Effective as of October 28, 2013Warrant Agreement • November 6th, 2013 • General Growth Properties, Inc. • Real estate investment trusts • New York
WHEREAS, the Company is issuing and delivering warrant certificates (the “Warrant Certificates”) evidencing Warrants to purchase up to an aggregate of 120,000,000 shares of its Common Stock, subject to adjustment, including (a) Series A-1 Warrants to purchase 57,500,000 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between Brookfield Retail Holdings (formerly known as REP Investments LLC) and the Company (as amended from time to time, the “Investment Agreement”), (b) Series A-2 Warrants to purchase 41,071,429 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between each of The Fairholme Fund and The Fairholme Focused Income Fund (each a “Fairholme Purchaser”, and collectively, the “Fairholme Purchasers”) and the Company (as amended from ti
STANDSTILL AGREEMENTStandstill Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
This Standstill Agreement (this “Agreement”) is dated as of November 9, 2010 (the “Effective Date”), by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and The Fairholme Fund, a series of Fairholme Funds, Inc., a Maryland corporation (“Investor”).
TRANSITION SERVICES AGREEMENT dated as of November 9, 2010 among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and THE HOWARD HUGHES CORPORATIONTransition Services Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts
This Transition Services Agreement (this “Agreement”), dated as of November 9, 2010, is by and among GGP Limited Partnership, a Delaware limited partnership (“GGPLP”), General Growth Management, Inc., a Delaware corporation (“GGMI” and, collectively with GGPLP, “GGP”), and The Howard Hughes Corporation, a Delaware corporation (“Spinco”).
General Growth Properties, Inc. 2010 Equity Incentive Plan FULL VALUE LTIP UNIT AWARD AGREEMENTFull Value Ltip Unit Award Agreement • February 19th, 2016 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
making investment decisions of this type that the Participant (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of protecting his or her own interest or has engaged representatives or advisors to assist him or her in protecting his or her its interests, and (III) is capable of bearing the economic risk of such investment.
GENERAL GROWTH PROPERTIES, INC. 10,000,000 Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2013 • General Growth Properties, Inc. • Real estate investment trusts • New York
General Growth Properties, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares (the “Firm Shares”) of 6.375% Series A Cumulative Redeemable Preferred Stock (the “Preferred Stock”), of the Company and, at the election of the Underwriters, up to an additional 1,500,000 shares of Preferred Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.”
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 30, 2015 by and amongCredit Agreement • November 2nd, 2015 • General Growth Properties, Inc. • Real estate investment trusts • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 30, 2015 by and among GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (the “Parent”), GGP LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the “GGP Partnership”), GGP NIMBUS LP, a limited partnership formed under the laws of the State of Delaware (the “Nimbus Partnership”, and together with GGP Partnership, the “Partnerships”), GGPLP REAL ESTATE 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP RE Pledgor”), GGPLPLLC 2010 LOAN PLEDGOR HOLDING, LLC, Delaware limited liability company (“GGPLPLLC Pledgor”), GGPLP 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP Pledgor”), GGPLP L.L.C., a Delaware limited liability company (“GGPLP LLC”), GGP OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“GGPOP Partnership” and, together with the Parent, the Partnerships, GGPLP RE Pledgor, GGPLPLLC Pledg
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of February 25, 2011 among GGP LIMITED PARTNERSHIP, GGPLP L.L.C., GGPLP REAL ESTATE 2010 LOAN PLEDGOR HOLDING, LLC, GGPLPLLC 2010 LOAN PLEDGOR HOLDING, LLC and GGPLP 2010 LOAN PLEDGOR...Credit and Guaranty Agreement • March 8th, 2011 • General Growth Properties, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 25, 2011 is entered into by and among GGP LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), GGPLP L.L.C., a Delaware limited liability company (the “LLC”), GGPLP REAL ESTATE 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP RE Pledgor”), GGPLPLLC 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLPLLC Pledgor”), and GGPLP 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP Pledgor” and, together with the Partnership, the LLC, GGPLP RE Pledgor and GGPLPLLC Pledgor, being referred to herein, individually or collectively, as the context shall require, as “Borrower” or “Borrowers”), GENERAL GROWTH PROPERTIES, INC., a Delaware corporation formerly known as New GGP, Inc. (“Parent”), and CERTAIN SUBSIDIARIES OF PARENT, as Guarantors, the Lenders party hereto from time to time, WELLS FARGO BANK, N.A. and RBC CAPITAL MAR
BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY REIT INC. - and - BPR OP, LP - and - BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED - and - BROOKFIELD PROPERTY GROUP LLC - and - BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL...Master Services Agreement • August 28th, 2018 • Brookfield Property REIT Inc. • Real estate investment trusts • Ontario
BROOKFIELD PROPERTY GROUP LLC (the “US Service Provider”), a limited liability company formed under the laws of the State of Delaware
AMENDED AND RESTATED CORNERSTONE INVESTMENT AGREEMENT effective as of March 31, 2010 between REP INVESTMENTS LLC and GENERAL GROWTH PROPERTIES, INC.Cornerstone Investment Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED CORNERSTONE INVESTMENT AGREEMENT, effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and REP Investments LLC, a Delaware limited liability company (together with its permitted assigns, “Purchaser”).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF GGPLP L.L.C.Operating Agreement • March 8th, 2011 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into this 9th day of November, 2010, by and among the undersigned parties.
General Growth Properties, Inc. 2010 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT Non-Employee DirectorRestricted Stock Award Agreement • March 2nd, 2015 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of __________, 20___ (the “Effective Date”), between General Growth Properties, Inc., a Delaware corporation (the “Company”) and _________ (the “Participant”).
CLASS B STOCK EXCHANGE AGREEMENTClass B Stock Exchange Agreement • March 27th, 2018 • GGP Inc. • Real estate investment trusts
This CLASS B STOCK EXCHANGE AGREEMENT (this “Agreement”) is entered into as of March 26, 2018, by and among GGP Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Unless context otherwise requires, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among BROOKFIELD PROPERTY PARTNERS L.P., GOLDFINCH MERGER SUB CORP., and GGP INC. Dated as of March 26, 2018Merger Agreement • March 27th, 2018 • GGP Inc. • Real estate investment trusts • Delaware
The Applicable Margin for each Base Rate Unit shall be determined by reference to the Loan-to-Value Ratio in effect from time to time and the Applicable Margin for each LIBOR Unit shall be determined by reference to the Loan-to-Value Ratio in effect on the first day of such distribution period.
LETTER AGREEMENTLetter Agreement • March 27th, 2018 • GGP Inc. • Real estate investment trusts • Delaware
WHEREAS, in connection with, and as a condition and inducement to, the entry by the Company into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Brookfield Property Partners L.P., a Bermuda limited partnership (“Parent”), Goldfinch Merger Sub Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Acquisition Sub”) and the Company, and in consideration of the benefits that BAM will receive from the execution of the Merger Agreement and the consummation of the transactions contemplated thereby, the Company has required that BAM enter into this Agreement, and BAM desires to enter into this Agreement to induce the Company to enter into the Merger Agreement;
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALA MOANA HOLDING, LLCLimited Liability Company Agreement • May 1st, 2015 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BPR OP, LPLimited Partnership Agreement • August 28th, 2018 • Brookfield Property REIT Inc. • Real estate investment trusts • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into this 27th day of August, 2018 (the “Effective Date”), by and among the undersigned parties.
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2015 • General Growth Properties, Inc. • Real estate investment trusts • Illinois
This Employment Agreement (the “Agreement”), dated as of February 12, 2015 (the “Effective Date”) is entered into by and between General Growth Properties, Inc., a Delaware corporation (the “Company” or “GGP”), and Sandeep Mathrani (the “Executive”).
BROOKFIELD PROPERTY REIT INC., BPR CUMULUS LLC, BPR NIMBUS LLC, and GGSI SELLCO, LLC, as Issuers, THE GUARANTORS named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of May 1, 2019 5.750% Senior...Indenture • May 2nd, 2019 • Brookfield Property REIT Inc. • Real estate investment trusts • New York
INDENTURE dated as of May 1, 2019, among Brookfield Property REIT Inc., a Delaware corporation (“BPR”), BPR Cumulus LLC, a Delaware limited liability company and indirect subsidiary of BPR, BPR Nimbus LLC, a Delaware limited liability company and indirect subsidiary of BPR, and GGSI Sellco, LLC, a Delaware limited liability company and indirect subsidiary of BPR (each, an “Issuer” and together with BPR, the “Issuers”), the Guarantors (as herein defined) and Wells Fargo Bank, National Association, a national banking association, as trustee and collateral agent.
GENERAL GROWTH PROPERTIES, INC. 155,250,000 Shares Common Stock (par value $0.01 per Share) UNDERWRITING AGREEMENT November 15, 2010Underwriting Agreement • November 19th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
FOURTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIPSecond Amended and Restated Agreement of Limited Partnership • November 3rd, 2010 • New GGP, Inc. • Real estate investment trusts • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into this [ ] day of [ ], 2010, by and among the undersigned parties.
General Growth Properties, Inc. 2010 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • March 2nd, 2015 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of the date set forth in the attached summary (the “Date of Grant”), between General Growth Properties, Inc., a Delaware corporation (the “Company”) and you, the undersigned recipient (the “Participant”).
JOINT GOVERNANCE AGREEMENT among BROOKFIELD PROPERTY REIT INC. (formerly known as GGP Inc.), BROOKFIELD PROPERTY PARTNERS L.P., BROOKFIELD PROPERTY PARTNERS LIMITED AND BP US REIT LLC (formerly known as Brookfield Properties, Inc.) Dated as of August...Joint Governance Agreement • August 28th, 2018 • Brookfield Property REIT Inc. • Real estate investment trusts • Delaware
This Joint Governance Agreement, dated as of August 28, 2018 (this “Agreement”), among Brookfield Property REIT Inc., a Delaware corporation (formerly known as GGP Inc., the “Company”), Brookfield Property Partners L.P., a Bermuda exempted limited partnership (“BPY”), Brookfield Property Partners Limited, a Bermuda exempted company (“BPY GP”), and BP US REIT LLC, a Delaware limited liability company (formerly known as Brookfield Properties, Inc., a Delaware corporation) (“BPI” and together with BPY and BPY GP, the “BPY Parties” and each individually a “BPY Party”). Each of the Company and each BPY Party is referred to herein as a “Party,” and together as the “Parties.”
SECOND AMENDMENT TO LOAN AGREEMENT among GENERAL GROWTH PROPERTIES, INC., as Borrower, and THE LENDERS PARTY HERETO, as Lenders, and THE GUARANTORS PARTY HERETO, as Guarantors, and andLoan Agreement • November 5th, 2014 • General Growth Properties, Inc. • Real estate investment trusts • New York
This Second Amendment to Loan Agreement (as amended, modified or supplemented from time to time, this “Amendment”) is dated as of August 1, 2014 among GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (“Borrower”); each of the lenders listed on the signature pages hereof (“Lenders”); each of the guarantors listed on the signature pages hereof; and U.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 27th, 2018 • GGP Inc. • Real estate investment trusts
VOTING AND SUPPORT AGREEMENT, dated as of March 26, 2018 (this “Agreement”), by and among the stockholders listed on Schedule A hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and GGP Inc., a Delaware corporation (the “Company”). Unless context otherwise requires, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
General Growth Properties, Inc. 2010 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 15th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of the effective date of the Third Amended and Restated Plan of Reorganization of General Growth Properties, Inc. and other debtors under Chapter 11 of the Bankruptcy Code, as Modified [Docket No. 6232], and as may be further modified (the “Effective Date”), between General Growth Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).
General Growth Properties, Inc. 2010 Equity Incentive Plan APPRECIATION ONLY LTIP UNIT AWARD AGREEMENTEquity Incentive Plan Agreement • February 19th, 2016 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
to him or her of LTIP Units, the potential conversion of LTIP Units into common units of the Partnership (“Common Units”) and the potential redemption of such Common Units for shares of common stock of the Company (“Shares”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Participant (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of protecting his or her own interest or has engaged representatives or advisors to assist him or her in protecting his or her its interests, and (III) is capable of bearing the economic risk of such investment.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 10th, 2014 • General Growth Properties, Inc. • Real estate investment trusts • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 10, 2014 (the “Signing Date”), by and among General Growth Properties, Inc., a Delaware corporation (“GGP”), GGP Limited Partnership, a Delaware limited partnership (“GGPLP” or the “Purchaser”), and each of the legal entities set forth on Exhibit A (each, a “Seller” and collectively, the “Sellers”).
