December 31, 2012Warrant Purchase Agreement • January 3rd, 2013 • Brookfield Retail Holdings LLC • Real estate investment trusts
December 31, 2012Brookfield Retail Holdings LLC • January 3rd, 2013 • Real estate investment trusts
Reference is made to that certain Standstill Agreement, dated as of November 9, 2010 (the “Standstill Agreement”), by and among General Growth Properties, Inc. (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 and certain other entities affiliated with Brookfield Asset Management Inc. (“BAM”) who have entered into joinders to the Standstill Agreement (collectively, the “Brookfield Investors”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Standstill Agreement.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 3rd, 2013 • Brookfield Retail Holdings LLC • Real estate investment trusts • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2012 (the “Signing Date”), by and among BW Purchaser, LLC (“Brookfield” or the “Purchaser”), and Pershing Square, L.P., a Delaware limited partnership (“PS LP”), Pershing Square II, L.P, a Delaware limited partnership (“PS II LP”), and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, “PS Int’l” and, together with PS LP and PS II LP, collectively, the “Sellers”).
Joint Filing AgreementJoint Filing Agreement • January 3rd, 2013 • Brookfield Retail Holdings LLC • Real estate investment trusts
THIS JOINT FILING AGREEMENT is entered into as of January 2, 2013, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of General Growth Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
