SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND SPINCO, INC. Dated [·], 2010Separation Agreement • October 7th, 2010 • Spinco, Inc. • Real estate investment trusts • New York
This SEPARATION AGREEMENT (this “Agreement”), dated as of [·], 2010, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Spinco, Inc., 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.
TRANSITION SERVICES AGREEMENT dated as of [·] between GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and SPINCO, INC.Transition Services Agreement • October 7th, 2010 • Spinco, Inc. • Real estate investment trusts
This Transition Services Agreement (this “Agreement”), dated as of [·], 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 Spinco, Inc., a Delaware corporation (“Spinco”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 7th, 2010 • Spinco, Inc. • Real estate investment trusts • New York
Commencing on April 16, 2009, General Growth Properties, Inc. (“GGP”), the indirect parent of the Company, and its debtor affiliates filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (jointly administered under Case No. 09-11977 (ALG)) (the “Bankruptcy Cases”);
