GENERAL GROWTH PROPERTIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2010 • New GGP, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November , 2010 (this “Agreement”), by and between the purchasers listed on Schedule I hereto (the “Purchasers”) and General Growth Properties, Inc., a Delaware corporation (the “Company”).
WARRANT AGREEMENT BETWEEN GENERAL GROWTH PROPERTIES, INC. AND MELLON INVESTOR SERVICES LLC, as WARRANT AGENT Dated as of November , 2010Warrant Agreement • November 9th, 2010 • New GGP, Inc. • 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 120,000,000 shares of its Common Stock, subject to adjustment, including (a) Series A-1 Warrants to purchase 57,500,000 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 REP Investments LLC and the Company (as amended from time to time, the “Investment Agreement”), (b) Series A-2 Warrants to purchase 41,071,429 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 the Company (as amended from time to time, the “Fairholme Stock Purchase Agree
STANDSTILL AGREEMENTStandstill Agreement • November 9th, 2010 • New GGP, Inc. • Real estate investment trusts • Delaware
This Standstill Agreement (this “Agreement”) is dated as of November , 2010 (the “Effective Date”), by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and The Fairholme Fund, a series of Fairholme Funds, Inc., a Maryland corporation (“Investor”).
CREDIT AND GUARANTY AGREEMENT dated as of November [9], 2010 amongCredit and Guaranty Agreement • November 9th, 2010 • New GGP, Inc. • Real estate investment trusts • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of November [9], 2010 is entered into by and among GGP LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), GGPLP L.L.C., a Delaware limited liability company (the “LLC”) GGPLP REAL ESTATE 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP RE Pledgor”), GGPLPLLC 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLPLLC Pledgor”), and GGPLP 2010 LOAN PLEDGOR HOLDING, LLC, a Delaware limited liability company (“GGPLP Pledgor” and, together with the Partnership, the LLC, GGPLP RE Pledgor and GGPLPLLC Pledgor, being referred to herein, individually or collectively, as the context shall require, as “Borrower” or “Borrowers”), GENERAL GROWTH PROPERTIES, INC., a Delaware corporation formerly known as New GGP, Inc. (“Parent”), and CERTAIN SUBSIDIARIES OF PARENT, as Guarantors, the Lenders party hereto from time to time, WELLS FARGO BANK, N.A. and RBC CAPITAL MARKETS CORPORATION, as
STANDSTILL AGREEMENTStandstill Agreement • November 9th, 2010 • New GGP, Inc. • Real estate investment trusts • Delaware
This Standstill Agreement (this “Agreement”) is dated as of November , 2010 (the “Effective Date”), by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A LLC, Brookfield Retail Holdings IV-B LLC, Brookfield Retail Holdings IV-C LLC, Brookfield Retail Holdings IV-D LLC and Brookfield Retail Holdings V LP (collectively, “Investor”) and any Brookfield Consortium Member who signs a counterpart signature hereto.
BROOKFIELD ASSET MANAGEMENT INC. - and - GENERAL GROWTH PROPERTIES, INC. RELATIONSHIP AGREEMENT November 8, 2010Relationship Agreement • November 9th, 2010 • New GGP, Inc. • Real estate investment trusts • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
