Exhibit
10.8


 


THE HOWARD HUGHES CORPORATION


 


[Effective Date],
2010


 


REP
Investments LLC


c/o
Brookfield Asset Management Inc.


Brookfield
Place, Suite 300


181
Bay Street


P.O. Box
762


Toronto,
Ontario M5J 2T3


Canada


Attention:
Joseph Freedman


 


Ladies
and Gentlemen:


 


Reference is made to the
Amended and Restated Cornerstone Investment Agreement (the “Cornerstone
Agreement”), effective as of March 31, 2010, as amended, between
General Growth Properties, Inc. and REP Investments LLC (“Purchaser”),
an affiliate of Brookfield Asset Management Inc.  Capitalized terms used but not otherwise
defined in this letter agreement (this “Agreement”) shall have the
meanings attributed to such terms in the Cornerstone Agreement as in effect on
the date hereof.


 


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


 


1.             Subscription Right.


 


(i)            Sale of
New Equity Securities. 
Following the date hereof, Purchaser shall have the right, or shall at
any time and from time to time have the right to appoint Brookfield Consortium
Members in accordance with and subject to the Designation Conditions and
subject to such Brookfield Consortium Members agreeing in writing for the
benefit of THHC to be bound by the terms of Section 5 hereof, to
exercise the Subscription Right (as defined below) set forth in this Section 1
(Purchaser or one or more Brookfield Consortium Members, each a “Subscribing
Entity” and collectively the “Subscribing Entities”).  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 such Persons providing THHC or
its Subsidiaries with loans, credit lines, cash price reductions or similar
transactions, under arm’s-length arrangements) (the “Proposed Securities”),
the Subscribing Entities 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
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 amount of such
Proposed Securities that the Subscribing Entities 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
number of shares of GGO Common Stock held by Purchaser and Brookfield
Consortium Members 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 Subscribing Entities pursuant to its
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 Subscribing Entity
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 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 Subscribing Entity 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 its Subscription Right and as to the amount of Proposed Securities the
Subscribing Entity 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 the Subscribing Entity may specify and, with respect to
other offerings, such notice shall constitute a binding commitment of the Subscribing
Entity to purchase the amount of Proposed Securities so specified at the price
and other terms set forth in THHC’s notice to such Subscribing Entity.  The failure of the Subscribing Entity to so
respond within such three (3) Business Day period shall be deemed to be a
waiver of the 


 


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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 Subscribing Entity
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 THHC, the underwriters or initial purchasers of
such underwritten public offering or private placement, and the failure 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 the
Subscribing Entity 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 Subscribing Entity 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 Subscribing Entity fails to exercise its Subscription Right
provided in this Section 1 within said three (3) Business Day
period, or (B) if so exercised, the Subscribing Entity 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 Subscribing Entity 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 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 Purchaser 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 Purchaser shall cooperate in good faith
to facilitate the exercise of the Subscribing Entity’s Subscription Right
hereunder, including using reasonable efforts to secure any required approvals
or consents.


 


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(vii)         General.  Notwithstanding anything herein to the
contrary, (A) if (1) the Subscribing Entity 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 the Brookfield Consortium Members are entitled to Subscription
Rights would materially impair the financing objective of such offering, THHC
may proceed with such offering without the participation of Purchaser in such
offering, in which event THHC and Purchaser shall promptly thereafter agree on
a process otherwise consistent with this Section 1 as would allow
Purchaser 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 Purchaser to maintain its
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
Brookfield Consortium Members are entitled to Subscription Rights, THHC shall
be permitted by notice to the Subscribing Entity 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 Subscribing Entity shall have the right to either (x) exercise
its 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 Purchaser
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 Purchaser to maintain its 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 Purchaser 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 Subscribing
Entity, 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 Subscribing Entity was able to effectively
exercise its Subscription Rights hereunder, including, at the option of the
Subscribing Entity, issuing to the Subscribing Entity another class of
securities of THHC having terms to be agreed by THHC and Purchaser having a
value at least equal to the value per share of GGO Common Stock, in each case,
as shall be necessary to enable Purchaser to maintain its proportionate GGO
Common Stock-equivalent interest in THHC on a Fully Diluted Basis.


 


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(viii)        Termination.  This Section 1 shall terminate at
such time as Purchaser together with the Brookfield Consortium Members
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 one (1) of such members
shall be a person designated by Purchaser (the “Purchaser GGO Board Designee”).


 


(ii)           THHC
shall nominate one (1) Purchaser
GGO Board Designee as part of its slate of directors and use its
reasonable best efforts to have him or her 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 Board) (subject to applicable Law and
stock exchange rules (provided that the Purchaser GGO Board Designee need
not be “independent” under the applicable rules of the applicable stock
exchange or the SEC)) so long as Purchaser and
the Brookfield Consortium Members beneficially own
(directly or indirectly) in the aggregate at least 10% of the shares of GGO
Common Stock on a Fully Diluted Basis.  For the avoidance of doubt, at and following
such time as Purchaser and the Brookfield Consortium Members beneficially own
(directly or indirectly) in the aggregate less than 10% of the shares of GGO
Common Stock on a Fully Diluted Basis, Purchaser and the Brookfield Consortium
Members shall no longer have the right to designate any director for election
to the Board.


 


(iii)          Subject to applicable Law
and stock exchange rules, there shall be proportional representation by the
Purchaser GGO Board Designee on any committee of the Board, except for special
committees established for potential conflict of interest situations involving
any Brookfield Consortium Member or any Affiliate thereof, and except that the
Purchaser GGO Board Designee may serve on committees where qualification under
the applicable rules of the applicable stock exchange or the SEC are
required only if the Purchaser GGO Board Designee so qualifies.  If at any time Purchaser is no longer
entitled to designate the Purchaser GGO Board Designee as a result of a
decrease in the percentage of shares of GGO Common Stock beneficially owned by
Purchaser and the Brookfield Consortium Members, Purchaser shall, to the extent
it is within Purchaser’s control, use commercially reasonable efforts to cause
any such Purchaser GGO Board Designee to offer to resign.


 


(iv)          Except with respect to the
resignation of the Purchaser GGO Board Designee pursuant to Section 2(iii),
(A) Purchaser shall have the power to designate the 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).


 


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(v)           (A) The 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 the 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 the Purchaser GGO Board Designee of all regular and
special meetings of the Board and shall
notify the Purchaser GGO Board Designee of all regular and special meetings of
any committee of the Board of which the
Purchaser GGO Board Designee is a member, and (C) THHC shall provide the
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 the 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 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 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 Purchaser’s subscription rights for the maximum period permitted by
the rules of such U.S. national securities exchange.


 


[4.           Shelf Registration Statement.  Promptly following the Effective Date, THHC
shall file with the SEC a shelf registration statement on Form S-1 or Form S-11,
as applicable, covering the resale by Purchaser of the GGO Shares and the
shares of GGO Common Stock issuable upon exercise of the GGO Warrants,
containing a plan of distribution reasonably satisfactory to Purchaser, and
THHC shall use its reasonable best efforts to cause such registration statement
to be declared effective by the SEC no later than one hundred eighty (180) days
after the Effective Date. 
Notwithstanding the foregoing, in the event that THHC files a
registration statement covering the resale of shares of GGO Common Stock for
any Other Sponsor prior to such date, THHC shall include the GGO Shares and
shares of GGO Common Stock issuable upon exercise of the GGO Warrants for
resale by Purchaser in such registration statement.] [NTD: This
provision is needed only if a shelf registration statement is not filed prior
to the Effective Date.]


 


5.             Transfer
Restrictions.  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.  Purchaser
agrees to the imprinting, so long as is required by this Section 5,
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 Purchaser that
the remaining GGO Shares held by 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 Purchaser to THHC of a legended certificate
representing such GGO Shares, deliver or cause to be delivered to 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 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.


 


Purchaser shall not sell, transfer or dispose of
(each, a “Transfer”) (x) GGO Shares, GGO Warrants, or shares
issuable upon exercise of the GGO Warrants during the period from and after the
Closing Date to the six (6) month anniversary of the Closing Date, (y) in
excess of (A) 8.25% of the GGO Shares and (B) 8.25% of the GGO
Warrants or the shares issuable upon exercise of the GGO Warrants, in the
aggregate, during the period from and after the six (6) month anniversary
of the Closing Date to the one (1) year anniversary of the Closing Date
and (z) in excess of (A) 16.5% of the GGO Shares and (B) 16.5%
of the GGO Warrants or 


 


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the
shares issuable upon exercise of the GGO Warrants, in the aggregate (and taken
together with any Transfers effected under clause (y)), during the period from and
after the six (6) month anniversary of the Closing Date to the eighteen
(18) month anniversary of the Closing Date. 
For clarity, Purchaser shall not be restricted from Transferring any GGO
Shares, GGO Warrants, or shares issuable upon exercise of the GGO Warrants from
and after the eighteen (18) month anniversary of the Closing Date.


 


Notwithstanding anything herein to the contrary,
Purchaser shall be permitted to Transfer any portion or all of its GGO Shares,
the GGO Warrants and the shares of GGO Common Stock issuable upon exercise of
the GGO Warrants at any time under the following circumstances (provided,
that none of Purchaser’s rights and benefits under this Agreement shall inure
to the benefit of any transferee under clause (ii) or (iii) below):


 


(i)            Transfers to any Affiliate
of Purchaser, any member of Purchaser, any Brookfield Consortium Member and any
member, partner or shareholder or any Affiliate of any Brookfield Consortium
Member, in accordance with and subject to the Designation Conditions and
subject to the transferee agreeing in writing for the benefit of THHC to be
bound by the terms of this Section 5.


 


(ii)           Transfers pursuant to a
merger or tender offer or exchange offer involving THHC in which any Person
acquires more than 50% of the outstanding GGO Common Stock on a Fully Diluted
Basis.


 


(iii)          Any bona fide mortgage,
encumbrance, pledge or hypothecation of capital stock to a financial
institution in connection with any bona fide loan.


 


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


 


Purchaser agrees to the imprinting of a legend referencing
the above transfer restrictions on any certificate evidencing the GGO Shares
(and shares issuable upon exercise of GGO Warrants).  In connection with any transfer of the GGO
Shares (and shares issuable upon exercise of GGO Warrants), THHC shall remove
such legends from such certificates to the extent the transferee thereof is not
bound by such transfer restrictions.


 


6.             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 Cornerstone Agreement, this
Agreement and the transactions contemplated thereby and hereby, (ii) neither
Purchaser, nor any Brookfield Consortium Member, 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 Cornerstone Agreement or this
Agreement or the consummation of the 


 


8

















 


transactions contemplated thereby and hereby
including the acquisition of shares of GGO Common Stock by Purchaser and any
Brookfield Consortium Member after the date hereof as otherwise permitted by
the Cornerstone Agreement and this Agreement, or the GGO Warrants.


 


7.             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 Purchaser’s rights, interests or
obligations hereunder, may be assigned or transferred, in whole or in part, by
Purchaser to Brookfield Consortium Members; provided, that any such
assignee assumes the obligations of Purchaser hereunder and agrees in writing
to be bound by the terms of this Agreement in the same manner as Purchaser and
the Designation Conditions are otherwise satisfied.  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.


 


8.             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.


 


9.             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.


 


10.          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.


 


11.          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.


 


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12.          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:


 


REP
INVESTMENTS LLC


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[SIGNATURE
PAGE TO LETTER AGREEMENT]