Warrant AgreementWarrant Agreement • November 19th, 2010 • Pershing Square Capital Management, L.P. • 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 8,000,000 shares of its Common Stock, subject to adjustment, including (a) Series A-1 Warrants to purchase 3,833,333 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 LLC (formerly known as REP Investments LLC) and General Growth Properties, Inc. (“GGP”) (as amended from time to time, the “Investment Agreement”), (b) Series A-2 Warrants to purchase 1,916,667 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 GGP
Joint Filing Agreement.Joint Filing Agreement • November 19th, 2010 • Pershing Square Capital Management, L.P. • Real estate investment trusts
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock par value $0.01 per share of the Howard Hughes Corp., a Delaware corporation, and that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Shareholder Letter AgreementShareholder Agreement • November 19th, 2010 • Pershing Square Capital Management, L.P. • Real estate investment trusts • New York
Reference is made to the Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and Pershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing Square International V, Ltd. (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Stock Purchase Agreement as in effect on the date hereof.
Standstill AgreementStandstill Agreement • November 19th, 2010 • Pershing Square Capital Management, L.P. • Real estate investment trusts • Delaware
This Standstill Agreement (this “Agreement”) is dated as of November 9, 2010 (the “Effective Date”), by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), 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, and PSRH, Inc., a Cayman Islands corporation (collectively, except PSCM, “Investor”).
Amended and Restated Stock Purchase AgreementStock Purchase Agreement • November 19th, 2010 • Pershing Square Capital Management, L.P. • 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”).
Registration Rights AgreementRegistration Rights Agreement • November 19th, 2010 • Pershing Square Capital Management, L.P. • 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”), Blackstone Real Estate Partners VI L.P., a Delaware limited partnership (“BREP”)and the entities listed on Schedule II hereto (collectively with BREP, “Blackstone”), and The Howard Hughes Corporation, a Delaware corporation (the “Company”).
