STOCK PURCHASE AGREEMENT dated as of March 31, 2010 between The Purchasers Party Hereto and General Growth Properties, Inc.Stock Purchase Agreement • April 2nd, 2010 • Pershing Square Capital Management, L.P. • Real estate investment trusts • New York
Upon the motion, dated March 31, 2010 (the “Motion”)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”), pursuant to sections 105(a) and 363 of title 11 of the United States Code (the “Bankruptcy Code”), seeking entry of an order (A) approving bidding procedures (the “Bidding Procedures”) substantially in the form attached hereto as Exhibit 1, (B) authorizing General Growth to enter into certain investment agreements (each an “Investment Agreement” and collectively, the “Investment Agreements”) with REP Investments LLC (“REP”), an affiliate of Brookfield Asset Management Inc. (“Brookfield”), Fairholme Capital Management, LLC (“Fairholme”), and Pershing Square Capital Management, L.P. (“Pershing” and together with REP and Fairholme, the “Commitment Parties”), (C) approving the issuance of the Warrants, and (D) granting related relief
