THE HOWARD HUGHES CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2010 (this “Agreement”), by and between the purchasers listed on Schedule I hereto (the “Purchasers”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the [·] day of [ ], 2010 by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).
SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND THE HOWARD HUGHES CORPORATION Dated [·], 2010Separation Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
This SEPARATION AGREEMENT (this “Agreement”), dated as of [·], 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.
REGISTRATION RIGHTS AGREEMENT among THE HOWARD HUGHES CORPORATION and EACH OF THE HOLDERS PARTY HERETO Dated as of , 2010Registration Rights Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2010 (this “Agreement”), is entered into among THE HOWARD HUGHES CORPORATION, a Delaware corporation (the “Company”), and the Holders. Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.
THE HOWARD HUGHES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [·], 2010 (the “Grant Date”) by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”) and [·] (the “Employee”).
TRANSITION SERVICES AGREEMENT dated as of [·] among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and THE HOWARD HUGHES CORPORATIONTransition Services Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts
This Transition Services Agreement (this “Agreement”), dated as of [·], 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”).
THE HOWARD HUGHES CORPORATION [Effective Date], 2010Stock Purchase Agreement • October 22nd, 2010 • Howard Hughes Corp • 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 The Fairholme Fund and Fairholme Focused Income Fund (each, 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.
THE HOWARD HUGHES CORPORATION [Effective Date], 2010Stock Purchase Agreement • October 22nd, 2010 • Howard Hughes Corp • 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.
THE HOWARD HUGHES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [·], 2010 by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and [·] (the “Director”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Commencing on April 16, 2009, General Growth Properties, Inc. (“GGP”), the indirect parent of the Company, and its debtor affiliates filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (jointly administered under Case No. 09-11977 (ALG)) (the “Bankruptcy Cases”);
THE HOWARD HUGHES CORPORATION [Effective Date], 2010Cornerstone Investment Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Reference is made to the Amended and Restated Cornerstone Investment Agreement (the “Cornerstone Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and REP Investments LLC (“Purchaser”), an affiliate of Brookfield Asset Management Inc. Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Cornerstone Agreement as in effect on the date hereof.
