Exhibit
10.10


 


THE HOWARD HUGHES CORPORATION


 


[Effective Date],
2010


 


Pershing
Square Capital Management, L.P.


888
Seventh Avenue, 42nd Floor


New
York, New York  10019


Attention:  William A. Ackman


Roy J. Katzovicz


 


Ladies
and Gentlemen:


 


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.


 


Pursuant to the terms of the
Stock Purchase Agreement and the Plan, The Howard Hughes Corporation (“THHC”)
and each Purchaser hereby agree as follows:


 


1.             Subscription Right.


 


(i)            Sale of
New Equity Securities.  If
THHC or any Subsidiary of THHC at any time or from time to time makes any
public or non-public offering of any shares of GGO Common Stock (or securities
that are convertible into or exchangeable or exercisable for, or linked to the
performance of, GGO Common Stock) (other than (1) pursuant to the granting
or exercise of employee stock options or other stock incentives pursuant to
THHC’s stock incentive plans and employment arrangements as in effect from time
to time or the issuance of stock pursuant to THHC’s employee stock purchase
plan as in effect from time to time, (2) pursuant to or in consideration
for the acquisition of another Person, business or assets by THHC or any of its
Subsidiaries, whether by purchase of stock, merger, consolidation, purchase of
all or substantially all of the assets of such Person or otherwise or (3) to
strategic partners or joint venturers in connection with a commercial
relationship with THHC or its Subsidiaries or to parties in connection with
them providing THHC or its Subsidiaries with loans, credit lines, cash price
reductions or similar transactions, under arm’s-length arrangements) (the “Proposed
Securities”), the members of the Purchaser Group shall have the right to
acquire from THHC (the “Subscription Right”) for the same price (net of
any underwriting discounts or sales commissions or any other discounts or fees
if not purchasing from or through an underwriter, placement agent or broker)
and on the same terms as such Proposed Securities are proposed to be offered to
others, up to the amount of such Proposed


 

















 


Securities in the aggregate
required to enable it to maintain its aggregate proportionate GGO Common Stock-equivalent
interest in THHC on a Fully Diluted Basis determined in accordance with the
following sentence, in each case, subject to such limitations as may be imposed
by applicable Law or stock exchange rules. 
The aggregate amount of such Proposed Securities that the members of the
Purchaser Group shall be entitled to purchase in the aggregate in any offering
pursuant to the above shall (subject to such limitations as may be imposed by
applicable Law or stock exchange rules) be determined by multiplying (x) the
total number of such offered shares of Proposed Securities by (y) a
fraction, the numerator of which is the aggregate number of shares of GGO
Common Stock held by the Purchaser Group on a Fully Diluted Basis as of the
date of THHC’s notice pursuant to Section 1(ii) in respect of
the issuance of such Proposed Securities, and the denominator of which is the
number of shares of GGO Common Stock then outstanding on a Fully Diluted
Basis.  For the avoidance of doubt, the
actual amount of securities to be sold or offered to the members of the
Purchaser Group pursuant to their exercise of the Subscription Right hereunder
shall be proportionally reduced if the aggregate amount of Proposed Securities
sold or offered is reduced.  Any offers
and sales pursuant to this Section 1 in the context of a registered
public offering shall be conditioned upon reasonably acceptable representations
and warranties of each applicable member of the Purchaser Group designated
pursuant to Section 1(vi) regarding its status as the type of
offeree to whom a private sale can be made concurrently with a registered
public offering in compliance with applicable securities Laws.


 


(ii)           Notice.  In the event THHC proposes to offer Proposed
Securities, it shall give each Purchaser written notice of its intention,
describing the estimated price (or range of prices), anticipated amount of
securities, timing and other terms upon which THHC proposes to offer the same
(including, in the case of a registered public offering and to the extent possible,
a copy of the prospectus included in the registration statement filed with
respect to such offering), no later than ten (10) Business Days after the
commencement of marketing with respect to such offering or after THHC takes
substantial steps to pursue any other offering. 
The applicable member of the Purchaser Group shall have three (3) Business
Days from the date of receipt of such a notice to notify THHC in writing that
it intends to exercise the applicable Subscription Right and as to the amount
of Proposed Securities such member of the Purchaser Group desires to purchase,
up to the maximum amount calculated pursuant to Section 1(i).  In connection with an underwritten public
offering, such notice shall constitute a non-binding indication of interest to
purchase Proposed Securities at such a range of prices as such member of the
Purchaser Group may specify and, with respect to other offerings, such notice
shall constitute a binding commitment of the applicable member of such
Purchaser Group to purchase the amount of Proposed Securities so specified at
the price and other terms set forth in THHC’s notice to each Purchaser.  The failure of such member of the Purchaser
Group to so respond within such three (3) Business Day period shall be
deemed to be a waiver of the applicable Subscription Right under this Section 1
only with respect to the offering described in the applicable notice.  In connection with an underwritten public
offering or a private placement, the applicable member of the Purchaser Group
shall further enter into an agreement (in form and substance customary for
transactions of this type) to purchase the Proposed Securities to be acquired
contemporaneously with the execution of any underwriting agreement or purchase
agreement entered into with


 


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THHC, the underwriters or
initial purchasers of such underwritten public offering or private placement,
and the failure of such member of the Purchaser Group to enter into such an
agreement at or prior to such time shall constitute a waiver of the
Subscription Right in respect of such offering.


 


(iii)          Purchase
Mechanism.  If a member
of the Purchaser Group exercises its Subscription Right provided in this Section 1,
the closing of the purchase of the Proposed Securities with respect to which
such right has been exercised shall take place concurrently with the sale to
the other investors in the applicable offering, which period of time for the
closing of the purchase of the Proposed Securities with respect to which such
right has been exercised shall be extended for a maximum of one hundred eighty
(180) days in order to comply with applicable Laws (including receipt of any
applicable regulatory or stockholder approvals).  Each of THHC and the applicable member of the
Purchaser Group shall use its reasonable best efforts to secure any regulatory
or stockholder approvals or other consents, and to comply with any Law
necessary in connection with the offer, sale and purchase of, such Proposed
Securities.


 


(iv)          Failure of
Purchase.  In the
event (A) the applicable member of the Purchaser Group fails to exercise
its Subscription Right provided in this Section 1 within said three
(3) Business Day period, or (B) if so exercised, such member of the
Purchaser Group fails or is unable to consummate such purchase within the one
hundred eighty (180) day period specified in Section 1(iii),
without prejudice to other remedies, THHC shall thereafter be entitled during
the Additional Sale Period to sell the Proposed Securities not elected to be
purchased pursuant to this Section 1 or which the applicable member
of the Purchaser Group fails to, or is unable to, purchase, at a price and upon
terms no more favorable in any material respect to the purchasers of such
securities than were specified in THHC’s notice to each Purchaser.  In the event THHC has not sold the Proposed
Securities within the Additional Sale Period, THHC shall not thereafter offer,
issue or sell such Proposed Securities without first offering such securities
to the members of the Purchaser Group in the manner provided above.


 


(v)           Non-Cash
Consideration.  In the case
of the offering of securities for a consideration in whole or in part other
than cash, including securities acquired in exchange therefor (other than
securities by their terms so exchangeable), the consideration other than cash
shall be deemed to be the fair value thereof as determined by the Board of
Directors of THHC (the “Board”); provided, however, that
such fair value as determined by the Board shall not exceed the aggregate
market price of the securities being offered as of the date the Board
authorizes the offering of such securities.


 


(vi)          Cooperation.  THHC and each applicable member of the
Purchaser Group shall cooperate in good faith to facilitate the exercise of
such member of the Purchaser Group’s Subscription Right hereunder, including
using reasonable efforts to secure any required approvals or consents.


 


(vii)         Allocation
Among Purchaser Group.  PSCM shall have the right as attorney-in-fact
of each member of the Purchaser Group to exercise all of the rights of the
members of the Purchaser Group hereunder and designate the members of such
Purchaser


 


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Group
to receive any securities to be issued and THHC may rely on any designations
made by PSCM.  As a condition to the THHC’s
obligations with respect to the exercise of a Subscription Right by a member of
the Purchaser Group not a party to this Agreement, such member will agree to
perform each obligation applicable to it under this Section 1.


 


(viii)        General.  Notwithstanding anything herein to the
contrary, (A) if (1) a member
of the Purchaser Group exercises its Subscription Right pursuant to this Section 1
and is unable to complete the purchase of the Proposed Securities concurrently
with the sales to the other investors in the applicable offering as
contemplated by Section 1(iii) due to applicable regulatory or
stockholder approvals and (2) THHC or the Board determines in good faith that
any delay in completion of an offering in respect of which such member of the Purchaser Group is entitled to Subscription
Rights would materially impair the financing objective of such offering, THHC
may proceed with such offering without the participation of such member of the Purchaser Group in such offering, in which
event THHC and such member of the
Purchaser Group shall promptly thereafter agree on a process
otherwise consistent with this Section 1 as would allow such member of the Purchaser Group to purchase, at the same
price (net of any underwriting discounts or sales commissions or any other
discounts or fees if not purchasing from or through an underwriter, placement
agent or broker) as in such offering, up to the amount of shares of GGO Common
Stock (or securities that are convertible into or exchangeable or exercisable
for, or linked to the performance of, GGO Common Stock) as shall be necessary
to enable the Purchaser Group to maintain its aggregate proportionate GGO
Common Stock-equivalent interest in THHC on a Fully Diluted Basis, (B) if
THHC or the Board determines in good faith that compliance with the notice
provisions in Section 1(ii) would materially impair the
financing objective of an offering in respect of which the members of the Purchaser Group are entitled to
Subscription Rights, THHC shall be permitted by notice to each Purchaser to
reduce the notice period required under Section 1(ii) (but not
to less than one (1) Business Day) to the minimum extent required to meet
the financing objective of such offering, and the members
of the Purchaser Group shall have the right to either (x) exercise
their Subscription Rights during the shortened notice periods specified in such
notice or (y) require THHC to promptly thereafter agree on a process
otherwise consistent with this Section 1 as would allow the
applicable members of the Purchaser Group to purchase,
at the same price (net of any underwriting discounts or sales commissions or
any other discounts or fees if not purchasing from or through an underwriter,
placement agent or broker) as in such offering, up to the amount of shares of
GGO Common Stock (or securities that are convertible into or exchangeable or
exercisable for, or linked to the performance of, GGO Common Stock) as shall be
necessary to enable the Purchaser Group to maintain its aggregate proportionate
GGO Common Stock-equivalent interest in THHC on a Fully Diluted Basis and (C) in
the event THHC is unable to issue shares of GGO Common Stock (or securities
that are convertible into or exchangeable or exercisable for, or linked to the
performance of, GGO Common Stock) to the applicable members
of the Purchaser Group as a result of a failure to receive regulatory or
stockholder approval therefor, THHC shall take such action or cause to be taken
such other action in order to place the Purchaser Group, in so far as
reasonably practicable (subject to any limitations that may be imposed by
applicable Law or stock exchange rules), in the same position in all material
respects as if the applicable


 


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member
of the Purchaser Group was able to effectively exercise its Subscription
Rights hereunder, including, without limitation, at the option of such member,
issuing to such member of the
Purchaser Group another class of securities of THHC having terms to
be agreed by THHC and such member having a value at least equal to the value
per share of GGO Common Stock, in each case, as shall be necessary to enable
the Purchaser Group to maintain its aggregate proportionate GGO Common
Stock-equivalent interest in THHC on a Fully Diluted Basis.


 


(ix)          Termination.  This Section 1 shall terminate at
such time as the Purchaser Group collectively beneficially own less than 5% of
the outstanding shares of GGO Common Stock on a Fully Diluted Basis.


 


2.             Board of Directors.


 


(i)            As of the date hereof, the
GGO Board shall have nine (9) members and three (3) of such members
shall be persons designated by PSCM (the “Purchaser GGO Board Designees”).


 


(ii)           THHC shall nominate as part
of its slate of directors and use its reasonable best efforts to have them
elected to the Board (including through the solicitation of proxies for such
person to the same extent as it does for any of its other nominees to the GGO
Board) (subject to applicable Law and stock exchange rules (provided that
the Purchaser GGO Board Designees need not be “independent” under the
applicable rules of the applicable stock exchange or the SEC)) (x) so
long as the Purchaser Group has at least a 17.5% Fully Diluted GGO Economic
Interest, three (3) Purchaser Board Designees, and (y) otherwise, so
long as the Purchaser Group beneficially owns (directly or indirectly) in the
aggregate at least 10% of the shares of GGO Common Stock on a Fully Diluted
Basis, two (2) Purchaser Board Designees. 
For the avoidance of doubt, at and following such time as the Purchaser
Group beneficially owns (directly or indirectly) in the aggregate less than 10%
of the shares of GGO Common Stock on a Fully Diluted Basis, PSCM shall no
longer have the right to designate directors for election to the GGO Board.


 


(iii)          Subject to applicable Law
and stock exchange rules, there shall be proportional representation by
Purchaser GGO Board Designees on any committee of the GGO Board, except for
special committees established for potential conflict of interest situations,
and except that only Purchaser GGO Board Designees who qualify under the
applicable rules of the applicable stock exchange or the SEC may serve on
committees where such qualification is required.  If at any time the number of Purchaser GGO
Board Designees serving on the GGO Board exceeds the number of Purchaser GGO
Board Designees that PSCM is then otherwise entitled to designate as a result
of a decrease in the percentage of shares of GGO Common Stock beneficially
owned by the Purchaser Group, such Purchaser Group shall, to the extent it is
within such Purchaser Group’s control, use commercially reasonable efforts to
cause any such additional Purchaser GGO Board Designees to offer to resign such
that the number of Purchaser GGO Board Designees serving on the GGO Board after
giving effect to such resignation does not 


 


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exceed the number of
Purchaser GGO Board Designees that PSCM is entitled to designate for election
to the GGO Board.


 


(iv)          Except with respect to the
resignation of a Purchaser GGO Board Designee pursuant to Section 2(iii),
(A) PSCM shall have the power to designate a Purchaser GGO Board Designee’s
replacement upon the death, resignation, retirement, disqualification or
removal from office of such Purchaser GGO Board Designee and (B) the Board shall promptly take all action reasonably required
to fill any vacancy resulting therefrom with such replacement Purchaser GGO
Board Designee (including nominating such person, subject to applicable Law, as
THHC’s nominee to serve on the Board and causing
THHC to use all reasonable efforts to have such person elected as a director of
THHC and solicit proxies for such person to the same extent as it does for any
of THHC’s other nominees to the Board).


 


(v)           (A) Each Purchaser GGO
Board Designee shall be entitled to the same compensation and same
indemnification in connection with his or her role as a director as the members
of the Board, and each Purchaser GGO
Board Designee shall be entitled to reimbursement for documented, reasonable
out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as
other members of the Board, (B) THHC
shall notify each Purchaser GGO Board Designee of all regular and
special meetings of the Board and shall
notify each Purchaser GGO Board Designee of all regular and special meetings of
any committee of the Board of which such
Purchaser GGO Board Designee is a member, and (C) THHC shall provide each
Purchaser GGO Board Designee with copies of all notices, minutes, consents and
other materials provided to all other members of the Board concurrently as such materials are provided to the
other members (except, for the avoidance of doubt, as are provided to members
of committees of which such Purchaser GGO Board Designee is not a member).


 


(vi)          Purchaser GGO Board Designee
candidates shall be subject to such reasonable eligibility criteria as applied
in good faith by the nominating, corporate governance or similar committee of
the Board to other candidates for the Board.


 


3.             Stockholder
Vote With Respect to Subscription Right.  THHC shall, for the benefit of each
Purchaser, to the extent required by any U.S. national securities exchange upon
which shares of GGO Common Stock are listed, for so long as any Purchaser has
subscription rights as contemplated by Section 1, put up for a
stockholder vote at the annual meeting of its stockholders, and include in its
proxy statement distributed to such stockholders in connection with such annual
meeting, approval of such Purchaser’s subscription rights for the maximum
period permitted by the rules of such U.S. national securities exchange.


 


4.             Transfer
Restrictions.  Each
Purchaser covenants and agrees that the GGO Shares (and shares issuable upon
exercise of GGO Warrants) shall be disposed of only pursuant to an effective
registration statement under the Securities Act or pursuant to an available
exemption from the registration requirements of the Securities Act, and in
compliance with any applicable state securities Laws.  Each Purchaser agrees to the imprinting, so
long as is required by this Section 4, of the following legend on
any certificate evidencing the GGO Shares (and shares issuable upon exercise of
GGO Warrants):


 


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THE SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”) OR UNDER ANY STATE
SECURITIES LAWS (“BLUE SKY”) OR THE SECURITIES LAWS OF ANY OTHER
RELEVANT JURISDICTION.  THE SHARES HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR
RESALE.  THE SHARES MAY NOT BE SOLD,
ASSIGNED, MORTGAGED, PLEDGED, ENCUMBERED, HYPOTHECATED, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS EITHER (I) A REGISTRATION STATEMENT WITH
RESPECT TO THE SHARES IS EFFECTIVE UNDER THE ACT AND APPLICABLE BLUE SKY LAWS
AND THE SECURITIES LAWS OF ANY OTHER RELEVANT JURISDICTION ARE COMPLIED WITH OR
(II) UNLESS WAIVED BY THE ISSUER, THE ISSUER RECEIVES AN OPINION OF LEGAL
COUNSEL SATISFACTORY TO THE ISSUER THAT NO VIOLATION OF THE ACT OR OTHER
APPLICABLE LAWS WILL BE INVOLVED IN SUCH TRANSACTION.


 


Certificates evidencing the GGO Shares (and shares
issuable upon exercise of GGO Warrants) shall not be required to contain such
legend (A) while a registration statement covering the resale of the GGO
Shares is effective under the Securities Act, or (B) following any sale of
any such GGO Shares pursuant to Rule 144 of the Exchange Act (“Rule 144”),
or (C) following receipt of a legal opinion of counsel to the applicable
Purchaser that the remaining GGO Shares held by such Purchaser are eligible for
resale without volume limitations or other limitations under Rule 144.  In addition, THHC will agree to the removal
of all legends with respect to shares of GGO Common Stock deposited with DTC
from time to time in anticipation of sale in accordance with the volume
limitations and other limitations under Rule 144, subject to THHC’s
approval of appropriate procedures, such approval not to be unreasonably
withheld, conditioned or delayed.


 


Following the time at which such legend is no longer
required (as provided above) for certain GGO Shares, THHC shall promptly,
following the delivery by the applicable Purchaser to THHC of a legended
certificate representing such GGO Shares, deliver or cause to be delivered to
such Purchaser a certificate representing such GGO Shares that is free from
such legend.  In the event the above
legend is removed from any of the GGO Shares, and thereafter the effectiveness
of a registration statement covering such GGO Shares is suspended or THHC
determines that a supplement or amendment thereto is required by applicable
securities Laws, then THHC may require that the above legend be placed on any
such GGO Shares that cannot then be sold pursuant to an effective registration
statement or under Rule 144 and such Purchaser shall cooperate in the
replacement of such legend.  Such legend
shall thereafter be removed when such GGO Shares may again be sold pursuant to
an effective registration statement or under Rule 144.


 


Each Purchaser further covenants and agrees not to
sell, transfer or dispose of (each, a “Transfer”) any GGO Shares or GGO
Warrants in violation of the GGO Non-Control Agreement.


 


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For the avoidance of doubt, the Purchaser Group’s
rights to designate for nomination the Purchaser GGO Board Designees pursuant
to Section 2 and Subscription Rights pursuant to Section 1
may not be Transferred to a Person that is not a member of the Purchaser Group.


 


5.             Rights Agreement.  In the event THHC adopts a rights plan
analogous to the Rights Agreement (the “GGO Rights Agreement”), (i) the
GGO Rights Agreement shall be inapplicable to the Stock Purchase Agreement,
this Agreement and the transactions contemplated thereby and hereby, (ii) no
Purchaser, nor any other member of its Purchaser Group, shall be deemed to be
an Acquiring Person (as defined in the Rights Agreement) whether in connection
with the acquisition of shares of GGO Common Stock or GGO Warrants or the
shares issuable upon exercise of the GGO Warrants, (iii) neither a Shares
Acquisition Date (as defined in the Rights Agreement) nor a Distribution Date
(as defined in the Rights Agreement) shall be deemed to occur and (iv) the
Rights (as defined in the Rights Agreement) will not separate from the GGO
Common Stock, in each case under (ii), (iii) and (iv), as a result of the
execution, delivery or performance of the Stock Purchase Agreement or this
Agreement or the consummation of the transactions contemplated thereby and
hereby including the acquisition of shares of GGO Common Stock by any Purchaser
or other member of the Purchaser Group after the date hereof as otherwise
permitted by the Stock Purchase Agreement and this Agreement, or the GGO
Warrants or as otherwise contemplated by the GGO Non-Control Agreement.


 


6.             Assignment; Third Party
Beneficiaries.  Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement may be assigned by any party without the prior written consent of the
other party.  Notwithstanding the
previous sentence, this Agreement, or a Purchaser’s rights, interests or
obligations hereunder, may be assigned or transferred, in whole or in part, by
such Purchaser to one or more members of its Purchaser Group.  Notwithstanding the foregoing or any other
provisions herein, no such assignment shall relieve Purchaser of its
obligations hereunder if such assignee fails to perform such obligations.


 


7.             Prior Negotiations; Entire
Agreement.  This
Agreement constitutes the entire agreement of the parties and supersedes all
prior agreements, arrangements or understandings, whether written or oral,
between the parties with respect to the subject matter of this Agreement.


 


8.             Governing Law; Venue.  THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF, AND VENUE IN, ANY STATE OR FEDERAL COURT
LOCATED IN NEW YORK, NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS.


 


9.             Counterparts.  This Agreement may be executed in any number
of counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each of the
parties; and delivered to the other party (including via facsimile or other
electronic transmission), it being understood that each party need not sign the
same counterpart.


 


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10.          Waivers and Amendments.  This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions of
this Agreement may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in
exercising any right, power or privilege pursuant to this Agreement shall
operate as a waiver thereof, nor shall any waiver on the part of any party of
any right, power or privilege pursuant to this Agreement, nor shall any single
or partial exercise of any right, power or privilege pursuant to this
Agreement, preclude any other or further exercise thereof or the exercise of
any other right, power or privilege pursuant to this Agreement.  The rights and remedies provided pursuant to
this Agreement are cumulative and are not exclusive of any rights or remedies
which any party otherwise may have at law or in equity.


 


11.          Certain Remedies.  The parties agree that irreparable damage
would occur in the event that any provisions of this Agreement were not
performed in accordance with their specific terms.  It is accordingly agreed that each of the
parties shall be entitled to an injunction or injunctions (without necessity of
proving damages or posting a bond or other security) to prevent breaches of
this Agreement, and to enforce specifically the terms and provisions of this
Agreement, in addition to any other applicable remedies at law or equity


 


[Signature Page Follows]


 


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Please evidence your acceptance of, and agreement
to, the terms and conditions of this Agreement by executing and returning an
executed copy of this Agreement to the address first written above as soon as
practicable.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THE HOWARD HUGHES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


Accepted and agreed as of
the date of this Agreement:


 


PERSHING SQUARE CAPITAL
MANAGEMENT, L.P.


On behalf of each of the Purchasers


 


By: PS Management GP, LLC


Its: General Partner


 


 


	
  By:

  	
   

  	
   

  
	
  Name:  William A. Ackman

  
	
  Title:  Managing Member

  



 


[SIGNATURE
PAGE TO LETTER AGREEMENT]