GENERAL GROWTH PROPERTIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2010 • General Growth Properties, Inc. • 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 General Growth Properties, Inc., a Delaware corporation (the “Company”).
THE ROUSE COMPANY, LLC and Wilmington Trust FSB, as Trustee 6.75% SENIOR NOTES DUE 2015Indenture • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT effective as of March 31, 2010 between THE PURCHASERS PARTY HERETO and GENERAL GROWTH PROPERTIES, INC.Stock Purchase Agreement • November 12th, 2010 • General Growth Properties, Inc. • 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”).
SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND THE HOWARD HUGHES CORPORATION Dated November 9, 2010Separation Agreement • November 12th, 2010 • General Growth Properties, Inc. • 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 • General Growth Properties, Inc. • 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.”
WARRANT AGREEMENT BETWEEN GENERAL GROWTH PROPERTIES, INC. AND MELLON INVESTOR SERVICES LLC, as WARRANT AGENT Dated as of November 9, 2010Warrant Agreement • November 12th, 2010 • General Growth Properties, 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 Brookfield Retail Holdings (formerly known as 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 ti
STANDSTILL AGREEMENTStandstill Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
This Standstill Agreement (this “Agreement”) is dated as of November 9, 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”).
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 • General Growth Properties, Inc. • 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”).
CREDIT AND GUARANTY AGREEMENT dated as of November 9, 2010 amongCredit and Guaranty Agreement • November 12th, 2010 • General Growth Properties, 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, as Syndication Ag
AMENDED AND RESTATED CORNERSTONE INVESTMENT AGREEMENT effective as of March 31, 2010 between REP INVESTMENTS LLC and GENERAL GROWTH PROPERTIES, INC.Cornerstone Investment Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED CORNERSTONE INVESTMENT AGREEMENT, effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and REP Investments LLC, a Delaware limited liability company (together with its permitted assigns, “Purchaser”).
STANDSTILL AGREEMENTStandstill Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
This Standstill Agreement (this “Agreement”) is dated as of November 9, 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 12th, 2010 • General Growth Properties, 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:
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 9, 2010 (this “Agreement”), by and among GGP, Inc., a Delaware corporation (“GGPI”), General Growth Properties, Inc., a Delaware corporation (“Parent”), GGP Real Estate Holding I, Inc., a Delaware corporation and a direct substantially wholly owned subsidiary of Parent (“Holdco”), and GGP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (“Merger Sub”).
