ROUSE PROPERTIES, INC. (a Delaware corporation) 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2014 • Rouse Properties, Inc. • Real estate • New York
CREDIT AGREEMENT Dated as of January 12, 2012 by and among ROUSE PROPERTIES, INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5., as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative...Credit Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of January 12, 2012 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, LLC and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners (the “Arrangers”), ROYAL BANK OF CANADA, as Syndication Agent, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.
CREDIT AGREEMENT Dated as of January , 2012 by and among ROUSE PROPERTIES, INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5., as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • December 20th, 2011 • Rouse Properties, Inc. • Real estate • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of January , 2012 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, LLC and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners (the “Arrangers”), ROYAL BANK OF CANADA, as Syndication Agent, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.
ROUSE PROPERTIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2012 • Rouse Properties, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2012 (this “Agreement”), by and among the entities listed on Schedule I hereto, as may be amended or updated from time to time in the sole discretion of the Standby Purchaser (collectively, the “Brookfield Holders”) and Rouse Properties, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFLimited Partnership Agreement • March 8th, 2016 • Rouse Properties, Inc. • Real estate • Delaware
Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 29th, 2012 • Rouse Properties, Inc. • Real estate • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).
SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND ROUSE PROPERTIES, INC. Dated [•], 20[•]Separation Agreement • November 17th, 2011 • Rouse Properties, Inc. • Real estate • New York
This SEPARATION AGREEMENT (this “Agreement”), dated as of [•], 20[•], is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Rouse Properties, Inc., 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 Rouse Properties, Inc. Dated as of January 12, 2012Tax Matters Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 12, 2012, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and Rouse Properties, Inc., a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
Rouse Properties, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • March 29th, 2012 • Rouse Properties, Inc. • Real estate • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFAgreement of Limited Partnership • March 9th, 2015 • Rouse Properties, Inc. • Real estate • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROUSE PROPERTIES, LP (this “Agreement”), dated as of October 30, 2014, is entered into by and among Rouse GP, LLC, a Delaware limited liability company (the “General Partner”), and the Persons (as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A as attached hereto (as it may be amended from time to time).
LIMITED LIABILITY COMPANY AGREEMENT OF TUP 330 COMPANY, LLC a Delaware limited liability companyLimited Liability Company Agreement • March 9th, 2015 • Rouse Properties, Inc. • Real estate • Delaware
EXCHANGE AGREEMENTExchange Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York
This Exchange Agreement (this “Agreement”) is entered into as of January 12, 2012, by and among GGP Limited Partnership (the “Holder”) and Rouse Properties, Inc. (the “Company”).
SUBORDINATED CREDIT AGREEMENT Dated as of January 12, 2012 by and among ROUSE PROPERTIES, INC., as Borrower, and TRILON (LUXEMBOURG) S.A.R.L. AND ITS ASSIGNEES UNDER SECTION 13.5, as Lenders, and TRILON (LUXEMBOURG) S.A.R.L., as Administrative AgentSubordinated Credit Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York
THIS SUBORDINATED CREDIT AGREEMENT (this “Agreement”) dated as of January 12, 2012 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), TRILON (LUXEMBOURG) S.A.R.L. together with its successors and assignees under Section 13.5 (the “Lenders”) and TRILON (LUXEMBOURG) S.A.R.L., as Administrative Agent (the “Administrative Agent”).
SERVICES AGREEMENTServices Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York
THIS SERVICES AGREEMENT (this “Agreement”) is effective as of January 12, 2012, by and between Rouse Properties, Inc. (“Rouse”) and Brookfield Asset Management Inc. (“Brookfield” and together with Rouse, the “Parties”);
TRANSITION SERVICES AGREEMENT dated as of January 12, 2012 among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and ROUSE PROPERTIES, INC.Transition Services Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate
This Transition Services Agreement (this “Agreement”), dated as of January 12, 2012, 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 Rouse Properties, Inc., a Delaware corporation (“Spinco”).
AGREEMENT AND PLAN OF MERGER by and among BSREP II RETAIL POOLING LLC, BSREP II RETAIL HOLDINGS CORP., ROUSE PROPERTIES, INC. and THE GUARANTORS (AS DEFINED HEREIN) (each solely for purposes of Section 9.14 and the other provisions of Article IX)...Merger Agreement • February 29th, 2016 • Rouse Properties, Inc. • Real estate • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 25, 2016, by and among BSREP II Retail Pooling LLC, a Delaware limited liability company (“Parent”), BSREP II Retail Holdings Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), Rouse Properties, Inc., a Delaware corporation (the “Company”),and, solely for purposes of Section 9.14 and the other provisions of Article IX, Brookfield Strategic Real Estate Partners II-A L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-A (ER) L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-B L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C (ER) L.P., a Delaware limited partnership, and Brookfield Strategic Real Estate Partners BPY Borrower L.P., a Delaware limited partnership (collectively,
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is effective as of January 12, 2012, by and among General Growth Management, Inc., a Delaware corporation (“GGMI”), GGP Limited Partnership, a Delaware limited partnership (“GGPLP” and collectively with GGMI, “GGP”), and Rouse Properties, Inc., a Delaware corporation (“Spinco” and together with GGMI and GGPLP, the “Parties”). Unless otherwise indicated, capitalized terms have the meanings set forth in the Separation Agreement (as hereinafter defined).
VOTING AGREEMENTVoting Agreement • February 29th, 2016 • Rouse Properties, Inc. • Real estate
This VOTING AGREEMENT (this “Agreement”), is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the “Company”), and the Stockholders set forth on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO SECURED CREDIT AGREEMENTSecured Credit Agreement • March 9th, 2015 • Rouse Properties, Inc. • Real estate
This First Amendment to Secured Credit Agreement (the “Amendment”) is made as of December 29, 2014, by and among Rouse Properties, L.P., a Delaware limited partnership (the “Borrower”), KeyBank National Association, a national banking association ("KeyBank"), and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and KeyBank National Association, not individually, but as “Administrative Agent”.
First Amendment to the Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP Establishing Series A Preferred Units of the PartnershipLimited Partnership Agreement • November 13th, 2015 • Rouse Properties, Inc. • Real estate • Delaware
This Amendment is made as of November 12, 2015 by Rouse GP, LLC, a Delaware limited liability company, as general partner (the "General Partner") of Rouse Properties, LP, a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for the Persons named on Exhibit A to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 8, 2015 (the "Partnership Agreement"), for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.
AMENDMENT REGARDING INCREASESecured Credit Agreement • March 9th, 2015 • Rouse Properties, Inc. • Real estate
This Amendment to the Secured Credit Agreement (the “Agreement”) is made as of March 3, 2014, by and among ROUSE PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 20th, 2011 • Rouse Properties, Inc. • Real estate • New York
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed as set forth below.
TAX MATTERS AGREEMENT by and between General Growth Properties, Inc. and Rouse Properties, Inc. Dated as of []Tax Matters Agreement • November 17th, 2011 • Rouse Properties, Inc. • Real estate
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [], is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and Rouse Properties, Inc., a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 25th, 2013 • Rouse Properties, Inc. • Real estate • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 22, 2013 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 4th, 2012 • Rouse Properties, Inc. • Real estate • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 28, 2012 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND ROUSE PROPERTIES, INC. Dated January 12, 2012Separation Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York
This SEPARATION AGREEMENT (this “Agreement”), dated as of January 12, 2012, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Rouse Properties, Inc., 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 PROTECTION AGREEMENTTax Protection Agreement • November 13th, 2015 • Rouse Properties, Inc. • Real estate • New York
This TAX PROTECTION AGREEMENT (this "Agreement") is dated as of November 12, 2015 by and among Rouse Properties LP, a Delaware limited partnership ("OP"), Rouse Properties, Inc., a Delaware corporation ("Rouse," and together with OP, "Indemnitors"), and Plaza Camino Real, a California limited partnership ("PCR").
SECOND AMENDMENT TO SECURED CREDIT AGREEMENTSecured Credit Agreement • July 6th, 2015 • Rouse Properties, Inc. • Real estate
This Second Amendment to Secured Credit Agreement (this “Amendment”) is made as of July 6, 2015 (the “Effective Date”), by and among ROUSE PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2011 • Rouse Properties, Inc. • Real estate • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of , 20 by and between Rouse Properties, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
SECURED CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2013 AMONG ROUSE PROPERTIES, L.P., AS BORROWER KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. AND THE ROYAL BANK OF CANADA, AS CO-SYNDICATION AGENTS KEYBANC CAPITAL MARKETS...Secured Credit Agreement • November 26th, 2013 • Rouse Properties, Inc. • Real estate • New York
THIS SECURED CREDIT AGREEMENT (the “Agreement”) dated as of November 22, 2013, is among ROUSE PROPERTIES, L.P., a limited partnership organized under the laws of the State of Delaware (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association ("KeyBank"), and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, not individually, but as “Administrative Agent”.
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • March 5th, 2014 • Rouse Properties, Inc. • Real estate • California
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of October 18, 2013 (the “Execution Date”), by and between WESTCOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“WRLP”), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (“MPLP”), MACERICH SCG LIMITED PARTNERSHIP, a California limited partnership (“Salisbury Ground Seller” together with WRLP and MPLP, each a “Seller,” and collectively, “Seller”) and RPI ACQUISITION, LLC, a Delaware limited liability company (“Buyer”).
AMENDMENT REGARDING INCREASESecured Credit Agreement • July 6th, 2015 • Rouse Properties, Inc. • Real estate
This Amendment Regarding Increase (this “Amendment”) is made as of June 29, 2015, by and among ROUSE PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.
February 25, 2016Merger Agreement • February 29th, 2016 • Rouse Properties, Inc. • Real estate • Delaware
Reference is hereby made to the Agreement and Plan of Merger by and among BSREP II Retail Pooling LLC, BSREP II Retail Holdings Corp., Rouse Properties, Inc. (the “Company”) and the Guarantors listed therein, each solely for the purposes of Section 9.14 and the other provisions of Article IX of the Merger Agreement, dated as of the date hereof (the “Merger Agreement”). As a condition to the willingness of the Company to enter into the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, BAM and the Company hereby agree to the provisions set forth in this letter agreement.
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • July 13th, 2016 • Rouse Properties, LLC • Real estate • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Rouse Properties, LLC (the “Company”) is entered into as of July 8, 2016 by BSREP II Retail Pooling LLC (“BSREP II Retail Pooling”) and BSREP II BPY Rouse JV LLC (“BSREP BPY” and, together with each other holder of Common Shares (as defined below) that may be admitted to the Company from time to time in accordance with this Agreement, the “Shareholders,” and each, a “Shareholder”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2015 • Rouse Properties, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of November 12, 2015 by and among, Rouse Properties, Inc., a Delaware corporation (the "Company") and Plaza Camino Real, a California limited partnership (the "Holder").
