0001104659-12-002712 Sample Contracts

CREDIT AGREEMENT Dated as of January 12, 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...
Credit Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York

THIS CREDIT AGREEMENT (this “Agreement”) dated as of January 12, 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.

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Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).

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TAX MATTERS AGREEMENT by and between General Growth Properties, Inc. and Rouse Properties, Inc. Dated as of January 12, 2012
Tax Matters Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 12, 2012, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and Rouse Properties, Inc., a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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Rouse Properties, Inc. 2012 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).

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EXCHANGE AGREEMENT
Exchange Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York

This Exchange Agreement (this “Agreement”) is entered into as of January 12, 2012, by and among GGP Limited Partnership (the “Holder”) and Rouse Properties, Inc. (the “Company”).

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SUBORDINATED CREDIT AGREEMENT Dated as of January 12, 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 Agent
Subordinated Credit Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York

THIS SUBORDINATED CREDIT AGREEMENT (this “Agreement”) dated as of January 12, 2012 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”).

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SERVICES AGREEMENT
Services Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York

THIS SERVICES AGREEMENT (this “Agreement”) is effective as of January 12, 2012, by and between Rouse Properties, Inc. (“Rouse”) and Brookfield Asset Management Inc. (“Brookfield” and together with Rouse, the “Parties”);

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TRANSITION SERVICES AGREEMENT dated as of January 12, 2012 among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and ROUSE PROPERTIES, INC.
Transition Services Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate

This Transition Services Agreement (this “Agreement”), dated as of January 12, 2012, 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 Rouse Properties, Inc., a Delaware corporation (“Spinco”).

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is effective as of January 12, 2012, 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 Rouse Properties, Inc., 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).

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SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND ROUSE PROPERTIES, INC. Dated January 12, 2012
Separation Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate • New York

This SEPARATION AGREEMENT (this “Agreement”), dated as of January 12, 2012, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Rouse Properties, 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.

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