CREDIT AGREEMENT Dated as of January , 2012 by and among ROUSE PROPERTIES, INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5., as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • December 20th, 2011 • Rouse Properties, Inc. • Real estate • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of January , 2012 by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, LLC and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners (the “Arrangers”), ROYAL BANK OF CANADA, as Syndication Agent, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.
EXCHANGE AGREEMENTExchange Agreement • December 20th, 2011 • Rouse Properties, Inc. • Real estate • New York
This Exchange Agreement (this “Agreement”) is entered into as of [·], 2012, by and among GGP Limited Partnership (the “Holder”) and Rouse Properties, Inc. (the “Company”).
SUBORDINATED CREDIT AGREEMENT Dated as of January , 2012 by and among ROUSE PROPERTIES, INC., as Borrower, and TRILON (LUXEMBOURG) S.A.R.L. AND ITS ASSIGNEES UNDER SECTION 13.5, as Lenders, and TRILON (LUXEMBOURG) S.A.R.L., as Administrative AgentSubordinated Credit Agreement • December 20th, 2011 • Rouse Properties, Inc. • Real estate • New York
THIS SUBORDINATED CREDIT AGREEMENT (this “Agreement”) dated as of [January , 2012](1) by and among ROUSE PROPERTIES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), TRILON (LUXEMBOURG) S.A.R.L. together with its successors and assignees under Section 13.5 (the “Lenders”) and TRILON (LUXEMBOURG) S.A.R.L., as Administrative Agent (the “Administrative Agent”).
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 20th, 2011 • Rouse Properties, Inc. • Real estate • New York
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed as set forth below.
