THE ROUSE COMPANYFirst Supplemental Indenture • December 23rd, 2003 • Rouse Company • Operators of nonresidential buildings • New York
EXHIBIT 1.1 ROUSE CAPITAL ____% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES ("QUIPS") (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY) UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 20th, 1995 • Rouse Company • Operators of nonresidential buildings
TOIndenture • November 20th, 1995 • Rouse Company • Operators of nonresidential buildings • New York
THE ROUSE COMPANY DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2002 • Rouse Company • Operators of nonresidential buildings • New York
Agreement and Plan of ReorganizationAgreement and Plan of Reorganization • January 17th, 2001 • Rouse Company • Operators of nonresidential buildings • Maryland
DRAFT 11/16/95 GUARANTEE AGREEMENTGuarantee Agreement • November 20th, 1995 • Rouse Company • Operators of nonresidential buildings • New York
amongContribution Agreement • February 12th, 1999 • Rouse Company • Operators of nonresidential buildings • New York
EXHIBIT 4.2 DRAFT 11/17/95 ==================================================== ============================ AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • November 20th, 1995 • Rouse Company • Operators of nonresidential buildings • Delaware
AMONGCredit Agreement • October 9th, 1998 • Rouse Company • Operators of nonresidential buildings • Illinois
November 21, 2003 To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described. Ladies and Gentlemen: From time to time The Rouse Company, a Maryland corporation (the "Company"), proposes to enter...Underwriting Agreement • November 25th, 2003 • Rouse Company • Operators of nonresidential buildings • New York
Exhibit 2.2 ----------- FIRST AMENDMENT dated as of May 2, 2002 (this "Amendment"), to the Purchase Agreement dated as of January 12, 2002 (the "Purchase Agreement"), by and among Rodamco North America, N.V. in liquidatie, an investment company with...Purchase Agreement • May 17th, 2002 • Rouse Company • Operators of nonresidential buildings • New York
PRICING AGREEMENT -----------------Pricing Agreement • March 15th, 2004 • Rouse Company • Operators of nonresidential buildings
Exhibit 99.4 ASSUMPTION AGREEMENT This Assumption Agreement (this "Agreement") is made and entered into this 19th day of October, 2004 by and between General Growth Properties, Inc., a Delaware corporation ("GGP"), and The Rouse Company, a Maryland...Assumption Agreement • October 20th, 2004 • Rouse Company • Operators of nonresidential buildings • Delaware
March 10, 2004 To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described. Ladies and Gentlemen: From time to time The Rouse Company, a Maryland corporation (the "Company"), proposes to enter...Underwriting Agreement • March 15th, 2004 • Rouse Company • Operators of nonresidential buildings • New York
Exhibit 2.1 PURCHASE AGREEMENT by and among RODAMCO NORTH AMERICA, N.V., WESTFIELD AMERICA LIMITED PARTNERSHIP, WESTFIELD GROWTH, LP, SIMON PROPERTY GROUP, L.P., HOOSIER ACQUISITION, LLC, THE ROUSE COMPANYPurchase Agreement • January 16th, 2002 • Rouse Company • Operators of nonresidential buildings • New York
THE ROUSE COMPANY DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 1999 • Rouse Company • Operators of nonresidential buildings • New York
UNDERWRITING AGREEMENT ____________, 199_ To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described. Ladies and Gentlemen: From time to time The Rouse Company, a Maryland corporation (the...Underwriting Agreement • February 6th, 1997 • Rouse Company • Operators of nonresidential buildings • New York
Exhibit 2.3 Share Transfer Agreement Whereas, this Share Transfer Agreement ("Agreement"), dated as of December 26, 2000, between The Rouse Company, a Maryland corporation ("Rouse"), and The Rouse Company Incentive Compensation Statutory Trust...Share Transfer Agreement • January 17th, 2001 • Rouse Company • Operators of nonresidential buildings • Maryland
COMMON STOCKUnderwriting Agreement • February 9th, 2004 • Rouse Company • Operators of nonresidential buildings • New York
AMONGUnsecured Revolving Credit Agreement • October 9th, 1998 • Rouse Company • Operators of nonresidential buildings • Illinois
Exhibit Index ------------- Exhibit Number Exhibit 2 Asset Purchase Agreement between TrizecHahn Centers Inc. and The Rouse Company and Westfield America, Inc. dated April 6, 1998, is incorporated by reference from the Company's Current Report on Form...Asset Purchase Agreement • November 5th, 1998 • Rouse Company • Operators of nonresidential buildings
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 24th, 2004 • Rouse Company • Operators of nonresidential buildings • Maryland
EXECUTIVE AGREEMENT dated July 14, 2004 (the “Effective Date”) between THE ROUSE COMPANY (together with its subsidiaries and affiliates, the “Company”) and Duke S. Kassolis (the “Executive”)Executive Agreement • November 12th, 2004 • Rouse Company • Operators of nonresidential buildings • Maryland
UNDERWRITING AGREEMENT ____________, 199_ To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described. Ladies and Gentlemen: From time to time The Rouse Company, a Maryland corporation (the...Underwriting Agreement • February 6th, 1997 • Rouse Company • Operators of nonresidential buildings • New York
CONFORMED COPY ASSET PURCHASE AGREEMENT dated as of April 6, 1998Asset Purchase Agreement • August 13th, 1998 • Rouse Company • Operators of nonresidential buildings • New York
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE ROUSE COMPANY LPLimited Partnership Agreement • March 31st, 2005 • Rouse Company • Operators of nonresidential buildings • Delaware
This Amended and Restated Agreement of Limited Partnership (this “Agreement”) of The Rouse Company LP (the “Partnership”) is entered into as of the 12th day of November, 2004, between Rouse LLC, a Delaware limited liability company (the “General Partner”), and GGP Limited Partnership, a Delaware limited partnership (the “Limited Partner”). General Partner and Limited Partner are sometimes referred to herein collectively as the “Partners”.
EXHIBIT 4.14 IF THE HOLDER OF THIS NOTE IS THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY, THIS NOTE IS A GLOBAL NOTE AND THE FOLLOWING LEGEND APPLIES: UNLESS AND UNTIL IT IS...Note Agreement • November 30th, 1998 • Rouse Company • Operators of nonresidential buildings
EXHIBIT 1.3 THE ROUSE COMPANY MEDIUM-TERM NOTES DISTRIBUTION AGREEMENTDistribution Agreement • February 6th, 1997 • Rouse Company • Operators of nonresidential buildings • New York
ARTICLE IJoint Purchase Agreement • January 16th, 2002 • Rouse Company • Operators of nonresidential buildings • New York
Anthony W. Deering c/o The Rouse Company 10275 Little Patuxent Parkway Columbia, MD 21044Employment Agreement • November 12th, 2004 • Rouse Company • Operators of nonresidential buildings
Reference is made to the Employment Agreement, dated as of September 24, 1998, as amended by amendments dated July 12, 1999, March 31, 2003 and August 9, 2004, to which The Rouse Company and I am parties (the “Employment Agreement”). I hereby agree to the addition of the following paragraph as the second paragraph of Section 4.7 of the Employment Agreement:
EXHIBIT 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT (BRIDGE LOAN) ------------------------------Credit Agreement (Bridge Loan) • October 9th, 1998 • Rouse Company • Operators of nonresidential buildings • Illinois
July 12, 1999 Mr. Anthony W. Deering Chairman and Chief Executive Officer The Rouse Company 10275 Little Patuxent Parkway Columbia, MD 21044 Dear Mr. Deering: As authorized by the Board of Directors, your special retention contract arrangement,...Retention Contract • November 15th, 1999 • Rouse Company • Operators of nonresidential buildings
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2003 • Rouse Company • Operators of nonresidential buildings
This Amendment to Employment Agreement (this “Amendment”) is entered into the 31st day of March, 2003 by and between THE ROUSE COMPANY (the “Company”) and ANTHONY W. DEERING (the “Executive”) for the purpose of amending that certain Employment Agreement entered into between the Company and the Executive the 24th day of September, 1998 (the “Effective Date”) as amended by instrument dated July 12, 1999 (collectively, the “Prior Agreement”).
THIRD AMENDED AND RESTATED UNSECURED REVOLVING CREDIT AGREEMENT DATED AS OF JULY 30, 2003 AMONG THE ROUSE COMPANY, AS BORROWER AND JPMORGAN CHASE BANK AND BANK ONE, NA AND DEUTSCHE BANK TRUST COMPANY AMERICAS AND CERTAIN OTHER BANKS, AS LENDERS AND...Unsecured Revolving Credit Agreement • August 14th, 2003 • Rouse Company • Operators of nonresidential buildings • New York
Exhibit 2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. Asset Purchase Agreement, dated as of April 6, 1998, between TrizecHahn Centers Inc., and The Rouse Company and Westfield America, Inc., is incorporated by...Asset Purchase Agreement • August 14th, 1998 • Rouse Company • Operators of nonresidential buildings
Asset Purchase Agreement, dated as of April 6, 1998, between TrizecHahn Centers Inc., and The Rouse Company and Westfield America, Inc., is incorporated by reference from the Company's Current Report on Form 8-K filed August 13, 1998.
