THE HOWARD HUGHES CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2010 • Howard Hughes Corp • 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”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of November, 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 November 9, 2010Separation Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
This SEPARATION AGREEMENT (this “Agreement”), dated as of November 9, 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.
TAX MATTERS AGREEMENT by and between General Growth Properties, Inc. and The Howard Hughes Corporation Dated as of November 9, 2010Tax Matters Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of November 9, 2010, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and The Howard Hughes Corporation, a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
REGISTRATION RIGHTS AGREEMENT among THE HOWARD HUGHES CORPORATION and EACH OF THE HOLDERS PARTY HERETO Dated as of November 9, 2010Registration Rights Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November 9, 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.
WARRANT AGREEMENT BETWEEN THE HOWARD HUGHES CORPORATION AND MELLON INVESTOR SERVICES LLC, as WARRANT AGENT Dated as of November , 2010Warrant Agreement • November 12th, 2010 • Howard Hughes Corp • 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
THE HOWARD HUGHES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of November 9, 2010 (the “Grant Date”) by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”) and Adam S. Metz (the “Employee”).
TRANSITION SERVICES AGREEMENT dated as of November 9, 2010 among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and THE HOWARD HUGHES CORPORATIONTransition Services Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts
This Transition Services Agreement (this “Agreement”), dated as of November 9, 2010, 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 November 9, 2010Stock Purchase Agreement • November 12th, 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 November 9, 2010Stock Purchase Agreement • November 12th, 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 • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of November 9, 2010 by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Thomas Nolan, Jr. (the “Director”).
THE HOWARD HUGHES CORPORATION November 9, 2010Cornerstone Investment Agreement • November 12th, 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 Brookfield Retail Holdings (formerly known as 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.
EMPLOYEE LEASING AGREEMENTEmployee Leasing Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
THIS EMPLOYEE LEASING AGREEMENT (this “Agreement”) is executed effective as of November 9, 2010, by and among General Growth Management, Inc., a Delaware corporation (“GGMI”), GGP Limited Partnership, a Delaware limited partnership (“GGPLP” and collectively with GGMI, “GGP”), and The Howard Hughes Corporation, a Delaware corporation (“Spinco” and together with GGMI and GGPLP the “Parties”). Unless otherwise indicated, capitalized terms have the meanings set forth in the Separation Agreement (as hereinafter defined).
THE HOWARD HUGHES CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2010 • Howard Hughes Corp • 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”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is executed effective as of November 9, 2010, by and among General Growth Management, Inc., a Delaware corporation (“GGMI”), GGP Limited Partnership, a Delaware limited partnership (“GGPLP” and collectively with GGMI, “GGP”), and The Howard Hughes Corporation, a Delaware corporation (“Spinco” and together with GGMI and GGPLP, the “Parties”). Unless otherwise indicated, capitalized terms have the meanings set forth in the Separation Agreement (as hereinafter defined).
SURETY BOND INDEMNITY AGREEMENT dated as of November 9, 2010 between GENERAL GROWTH PROPERTIES, INC. and THE HOWARD HUGHES CORPORATIONSurety Bond Indemnity Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts
This Surety Bond Indemnity Agreement (this “Agreement”), dated as of November 9, 2010, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Howard Hughes Corporation, a Delaware corporation (for itself, and on behalf of each of its subsidiaries, “Spinco”).
REVERSE TRANSITION SERVICES AGREEMENT dated as of November 9, 2010 among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and THE HOWARD HUGHES CORPORATIONReverse Transition Services Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts
This Reverse Transition Services Agreement (this “Agreement”), dated as of November 9, 2010, 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”).
