Exhibit 10.48


 


EXECUTION COPY


 


GENERAL GROWTH PROPERTIES, INC.


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT, dated as of November       ,
2010 (this “Agreement”), by and between Teacher Retirement System of
Texas, a public pension plan and entity of the State of Texas (“Texas
Teachers”), and General Growth Properties, Inc., a Delaware
corporation (the “Company”).


 


R E C I T A L S


 


WHEREAS, Texas Teachers has, pursuant to the terms of that certain
Stock Purchase Agreement, dated as of July 8, 2010, by and between General
Growth Properties, Inc., a Delaware corporation, and Texas Teachers (as
the same may be amended from time to time, the “Stock Purchase Agreement”)
agreed, among other things, to purchase 48,780,488 shares of common stock, par
value $0.01 per share, of the Company (the “Common Stock”); and


 


WHEREAS, in case any securities held by Texas Teachers or its
transferees are at any time not freely transferable by the holder in accordance
with applicable laws, the Company and Texas Teachers desire to define certain
registration rights with respect to the Common Stock and certain other
securities on the terms and subject to the conditions herein set forth.


 


NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the parties hereby agree as follows:


 


SECTION 1.  DEFINITIONS


 


As used in this Agreement, the following terms have the respective
meanings set forth below:


 


Affiliate:  shall mean
as to any Person, any other Person which, directly or indirectly, is in control
of, is controlled by, or is under common control with, the first Person.  A Person shall be deemed to control another
Person if the controlling Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of the other
Person, whether through the ownership of voting securities, by contract, or
otherwise;


 


Agreement:  shall have
the meaning set forth in the Preamble hereto;


 


Brookfield Holders:  shall mean the “Holders” defined in the
Brookfield Registration Rights Agreement;


 


Brookfield/Fairholme/Pershing Holders:  shall mean, collectively, Brookfield Holders,
Fairholme Holders and Pershing Holders;


 


Brookfield Registration Rights Agreement:  shall mean that certain Registration Rights
Agreement, dated as of the date hereof, by and between the Company and
Brookfield Retail Holdings LLC (formerly known as REP Investments LLC), a
Delaware limited liability company, as amended from time to time;


 

















 


Commission:  shall mean
the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act;


 


Common Stock:  shall have
the meaning set forth in the Recitals hereto;


 


Company:  shall have
the meaning set forth in the Preamble hereto;


 


Exchange Act:  shall mean
the Securities Exchange Act of 1934, as amended (or any successor act), and the
rules and regulations promulgated thereunder;


 


Fairholme Holders: 
shall mean the “Holders” defined in the Fairholme Registration Rights
Agreement;


 


Fairholme Registration Rights Agreement:  shall mean that certain Registration Rights
Agreement, dated as of the date hereof, by and between the Company and The
Fairholme Fund, a series of Fairholme Funds, Inc., a Maryland corporation,
and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a
Maryland corporation, as amended from time to time;


 


FINRA:  shall mean
the Financial Industry Regulatory Authority;


 


Holder:  shall mean
any holder of Registrable Securities subject to this Agreement, solely in their
capacity as such, including Permitted Assignees;


 


Indemnified Party: 
shall have the meaning set forth in Section 2(e)(iii) hereof;


 


Indemnifying Party:  shall have the meaning set forth in Section 2(e)(iii) hereof;


 


Investor Registration Rights Agreements:  shall mean, collectively, the Brookfield
Registration Rights Agreement, the Fairholme Registration Rights Agreement and
the Pershing Registration Rights Agreement;


 


Issuer Free Writing Prospectus:  shall mean an “Issuer Free Writing
Prospectus,” as defined in Rule 433 under the Securities Act, relating to
an offer of Registrable Securities;


 


Losses:  shall have
the meaning set forth in Section 2(e)(i) hereof;


 


Other Stockholders:  shall mean Persons holding shares of Common
Stock who, by virtue of agreements with the Company (other than this
Agreement), including, without limitation, the Investor Registration Rights
Agreements, are entitled to include their securities in any Registration
Statement;


 


Participating Holders:  shall mean Holders participating in the
Registration relating to the Registrable Securities;


 


Permitted Assignees:  shall have the meaning set forth in Section 3(e) hereto;


 


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Pershing Holders: 
shall mean the “Holders” defined in the Pershing Registration Rights
Agreement;


 


Pershing Registration Rights Agreement:  shall mean that certain Registration Rights
Agreement, dated as of the date hereof, by and between the Company and Pershing
Square Capital Management, L.P., on behalf of Pershing Square, L.P., a Delaware
limited partnership, Pershing Square II, L.P., a Delaware limited partnership,
Pershing Square International, Ltd., a Cayman Islands exempted company,
and Pershing Square International V, Ltd., a Cayman Islands exempted
company, and Blackstone Real Estate Partners VI L.P., a Delaware limited
partnership, Blackstone Real Estate Partners (AIV) VI L.P., a Delaware limited
partnership, Blackstone Real Estate Partners VI.F L.P., a Delaware limited
partnership, Blackstone Real Estate Partners VI.TE.1 L.P., a Delaware limited
partnership, Blackstone Real Estate Partners VI.TE.2 L.P., a Delaware limited
partnership, Blackstone Real Estate Holdings VI L.P., a Delaware limited
partnership, and Blackstone GGP Principal Transaction Partners L.P., a Delaware
limited partnership, as amended from time to time;


 


Person:  shall mean
an individual, partnership, joint-stock company, corporation, trust or
unincorporated organization, and a government or agency or political
subdivision thereof;


 


Prospectus:  shall mean
the prospectus (including any preliminary, final or summary prospectus)
included in any Registration Statement, all amendments and supplements to such
prospectus and all other material incorporated by reference in such prospectus;


 


Qualifying Employee Stock:  shall mean (i) rights and options issued
in the ordinary course of business under employee benefits plans of the Company
or any predecessor or otherwise to executives in compensation arrangements
approved by the Board of Directors of the Company or any predecessor and any
securities issued after the date hereof upon exercise of such rights and
options and options issued to employees of the Company or any predecessor as a
result of adjustments to options in connection with the reorganization of the
Company or any predecessor and (ii) restricted stock and restricted stock
units issued after the date hereof in the ordinary course of business under
employee benefit plans and securities issued after the date hereof in
settlement of any such restricted stock units;


 


Register, Registered and Registration:  shall mean a registration effected by
preparing and (a) filing a Registration Statement in compliance with the
Securities Act (and any post-effective amendments filed or required to be
filed) and the declaration or ordering of effectiveness of such Registration
Statement, or (b) filing a Prospectus and/or prospectus supplement in
respect of an appropriate effective Registration Statement;


 


Registrable Securities:  shall mean (A) any shares of Common
Stock acquired or held by Texas Teachers on or after  the date hereof (whether or not acquired pursuant to the
Stock Purchase Agreement), (B) (i) any securities of the Company or
its Affiliates issued as a dividend or other distribution with respect to, or
in exchange for or in conversion, exercise or replacement of, any Registrable
Securities described in (A) (the “Initial Securities”) or
securities that may


 


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become
Registrable Securities by virtue of clause (B)(iii) or (ii) any
securities of the Company or its Affiliates offered wholly or partly in
consideration of the Initial Securities or securities that may become
Registrable Securities by virtue of clause (B)(iii) in any tender or
exchange offer or (iii) any securities of the Company or its Affiliates
issued as a dividend or other distribution with respect to, or in exchange for
or in conversion, exercise or replacement of or offered wholly or partly in any
tender or exchange offer in consideration of any Registrable Securities
described in (B)(i) or (B)(ii) and (C) any Registrable
Securities described in (A) or (B) above
acquired or held by a Person, for which rights and obligations have been
assigned pursuant to and in accordance with the terms of Section 3(e) of
this Agreement; provided, that as to any particular Registrable
Securities, such securities shall cease to be Registrable Securities (i) when
a Registration Statement with respect to such securities has been declared
effective under the Securities Act and such securities have been disposed of
pursuant to such Registration Statement, (ii) after such securities have
been sold in accordance with Rule 144 (but not Rule 144A), (iii) after
such securities shall have otherwise been transferred and new securities not
subject to transfer restrictions under any federal securities laws and not
bearing any legend restricting further transfer shall have been delivered by
the Company, all applicable holding periods shall have expired, and no other
applicable and legally binding restriction on transfer by the holder thereof
shall exist, (iv) when such securities are eligible for sale pursuant to Rule 144
under the Securities Act without limitation thereunder on volume or manner of
sale, or (v) when such securities cease to be outstanding;


 


Registration Expenses:  shall mean (a) any and all expenses
incurred by the Company and its Subsidiaries in effecting any Registration
pursuant to this Agreement, including, without limitation, all (i) Registration
and filing fees, and all other fees and expenses payable in connection with the
listing of securities on any securities exchange or automated interdealer
quotation system, (ii) fees and expenses of compliance with any securities
or “blue sky” laws (including fees and disbursements of counsel in connection
with “blue sky” qualifications of the securities registered), (iii) expenses
in connection with the preparation, printing, mailing and delivery of any
Registration Statements, Prospectuses, Issuer Free Writing Prospectus and
other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal
expenses of the Company (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), (vi) fees
and disbursements of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company (including the
expenses associated with the delivery by independent certified public
accountants of any comfort letters requested pursuant to the terms hereof), (vii) fees
and expenses of any special experts retained by the Company in connection with
such Registration, (viii) fees and expenses in connection with any review
by FINRA of any underwriting arrangements or other terms of the offering, and
all reasonable fees and expenses of any “qualified independent underwriter”, (ix) reasonable
fees and disbursements of underwriters customarily paid by issuers or sellers
of securities, but excluding any underwriting fees, discounts and commissions
attributable to the sale of Registrable Securities and fees and expenses of
counsel, (x) costs of printing and producing any agreements among
underwriters, underwriting agreements, any “blue sky” or legal investment
memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xi) transfer
agents’ and registrars’ fees and expenses and the fees and expenses of any
other agent or trustee appointed in connection with such offering and (xii) expenses
relating to any analyst or investor presentations


 


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or
any “road shows” undertaken in connection with the Registration, marketing or
selling of the Registrable Securities and (b) reasonable and documented
fees and expenses of one counsel for all of the Participating Holders, which
counsel shall be selected by the Participating Holder holding the largest
number of the Registrable Securities to be sold in the applicable
Registration.  Registration Expenses
shall not include any out-of-pocket expenses of the Participating Holders;


 


Registration Statement:  shall mean any registration statement of the
Company that covers Registrable Securities (as defined in the Investor
Registration Rights Agreements) filed with, or to be filed with, the Commission
under the rules and regulations promulgated under the Securities Act,
including the related Prospectus, amendments and supplements to such
registration statement, including pre- and post-effective amendments, and all
exhibits, financial information and all material incorporated by reference in
such registration statement;


 


Required Shelf Registration Statement: shall have the meaning set
forth in Section 2(b) hereof;


 


Required Shelf Registration Statement Period:  shall have the meaning set forth in Section 2(b) hereof;


 


Rule 144; Rule 144A:  shall mean Rule 144 and Rule 144A,
respectively, under the Securities Act (or any successor provisions then in
force);


 


security, securities:  shall have the meaning set forth in Section 2(a)(1) of
the Securities Act;


 


Securities Act: 
shall mean the Securities Act of 1933, as amended (or any successor
statute thereto), and the rules and regulations promulgated thereunder;


 


Selling Expenses: 
shall mean all underwriting discounts, selling commissions and stock
transfer taxes applicable to the sale of Registrable Securities and all fees
and disbursements of counsel for each of the Holders, other than the fees and
expenses of one counsel for all of the Holders, which shall be paid for by the
Company in accordance with the terms set forth in clause (b) of the
definition of “Registration Expenses” set forth herein;


 


Shelf Registration Statement: shall mean a “shelf”
registration statement of the Company that covers all the Registrable
Securities (and may cover other securities of the Company) containing a plan of
distribution reasonably satisfactory to the Holders on Form S-3 and under Rule 415
or, if the Company is not then eligible to file on Form S-3, on Form S-1
under the Securities Act, or any successor rule that may be adopted by the
Commission, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and any document incorporated by
reference therein;


 


Stock Purchase Agreement:  shall have the meaning set forth in the
Recitals hereto; and


 


Texas Teachers:  shall
have the meaning set forth in the Preamble hereto.


 


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SECTION 2.  REGISTRATION RIGHTS


 


(a)           Piggyback Registration.


 


(i)            If
the Company shall determine to register any of its
capital stock (including any warrants) either (x) for its own
account or (y) for the account of any Other Stockholder (other than (A) a
Registration relating solely to Qualifying Employee Stock, (B) a
Registration relating solely to a Rule 145 transaction under the
Securities Act or (C) a Registration on any Registration form which does
not permit secondary sales or does not include substantially the same
information as would be required to be included in a Registration Statement),
the Company will, subject to the conditions set forth in this Section 2(a):


 


(1)           promptly give to each of the Holders a written notice
thereof (which shall include a list of the jurisdictions in which the Company
intends to attempt to qualify such securities under the applicable blue sky or
other state securities laws); and


 


(2)           subject to Section 2(a)(ii) below and any
transfer restrictions any Holder may be a party to, include in such
Registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made by the
Holders.  Such written request may
specify all or a part of the Holders’ Registrable Securities and shall be
received by the Company within ten (10) days after written notice from the
Company is given under Section 2(a)(i)(1) above.


 


(ii)           Underwriting.  If the Registration of which the Company
gives notice is for a Registered public offering involving an underwriting, the
Company shall so advise each of the Holders as a part of the written notice
given pursuant to Section 2(a)(i)(1) above.  In such event, the right of each of the
Holders to Registration pursuant to this Section 2(a) shall be
conditioned upon such Holders’ participation in such underwriting and the inclusion
of such Holders’ Registrable Securities in the underwriting to the extent
provided herein.  The Holders whose
Registrable Securities are to be included in such Registration shall (together
with the Company and the Other Stockholders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form for secondary public offerings with the managing underwriter or
underwriters selected for underwriting by the Company; provided, however,
that such underwriting agreement shall not provide for indemnification or
contribution obligations on the part of any Holder or Other Stockholder greater
than the obligations of the Holders under Section 2(e)(ii) or Section 2(e)(iv).  Notwithstanding any other provision of this Section 2(a),
if any Registration in respect of which any Holder is exercising its rights
under this Section 2(a) involves an underwritten public offering
(other than a demand Registration pursuant to Section 2(a) of the
Investor Registration Rights Agreements, in which case the provisions with
respect to priority of inclusion in such Registration set forth in Section 2(a) of
the Investor Registration Rights Agreements shall apply) and the managing
underwriter or underwriters advises the Company that in its view marketing
factors require a limitation on the number of securities to be underwritten,
then there shall be included in such underwritten offering the number or dollar
amount of securities of the Company that in the opinion of the managing 


 


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underwriter or underwriters can be sold without
adversely affecting such offering, and such number of securities of the Company
shall be allocated for inclusion as follows: (1) first all securities of
the Company being sold by the Company for its own account or by any Person
exercising a contractual right to demand registration (including, without
limitation, pursuant to the Investor Registration Rights Agreements); (2) second,
all Registrable Securities requested to be included by the Holders, all
Registrable Securities (as defined in the Investor Registration Rights
Agreements) to be included by the Brookfied/Fairholme/Pershing
Holders and securities of the Company being sold by any Person (other than the Brookfied/Fairholme/Pershing Holders) with piggyback
registration rights, pro rata, based on the number of shares requested to be
included in such registration by such Holders, Brookfield/Fairholme/Pershing
Holders and Persons; and (3) third, among any other holders of securities
of the Company requesting such registration, pro rata, based on the number of
securities requested to be included in such registration by each such
holder.  If any of the Holders or any
officer, director or Other Stockholder disapproves of the terms of any such
underwriting, he, she or it may elect to withdraw therefrom by providing
written notice to the Company and the underwriter, if any.  Any Registrable Securities or other
securities excluded or withdrawn from such underwriting shall be withdrawn from
such Registration.


 


(b)           Required
Shelf Registration Statement.  From
and after the declaration of effectiveness by the Commission of the Shelf
Registration Statement contemplated by Section 6.1(j) of the Stock
Purchase Agreement (the “Required Shelf Registration Statement”) and
subject to the terms and limitations of this Section 2, the Company shall
use reasonable best efforts to cause such Required Shelf Registration Statement
to be continuously effective until the
one-year anniversary of the date of this Agreement (the “Required Shelf
Registration Statement Period”). 
During the Required Shelf Registration Statement Period and in
connection with the Required Shelf Registration Statement, the Company will,
subject to the terms and limitations of this Section 2, as promptly as
reasonably practicable upon notice from any Holder requesting Registration in
accordance with the terms of this Section 2(b), cooperate in any shelf
take-down by amending or supplementing the Prospectus related to such Registration
as may be reasonably requested by such Holder or as otherwise required to
reflect the number of Registrable Securities to be sold thereunder.


 


(c)           Expenses
of Registration.  All Registration
Expenses incurred in connection with any Registration, qualification or
compliance pursuant to this Section 2 shall be borne by the Company, and
all Selling Expenses shall be borne by the Holders of the securities so
registered pro rata on the basis of the number of their shares so registered
(or, in the case of fees and disbursements of counsel and advisors to any
Holders that do not constitute Registration Expenses, by the Holders as
incurred).


 


(d)           Registration
Procedures.  In the case of each
Registration effected by the Company pursuant to this Section 2, the
Company will keep the Participating Holders advised in writing as to the
initiation of each Registration and as to the completion thereof.  At its expense, the Company will:


 


(i)            as
promptly as practicable, prepare and file with the Commission such pre- and
post-effective amendments to such Registration Statement, supplements to the
Prospectus and such amendments or supplements to any Issuer Free Writing
Prospectus as may be (1)  


 


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reasonably
requested by any Participating Holder (to the extent such request relates to
information relating to such Participating Holder), or (2) necessary to
comply with provisions of the applicable securities laws with respect to the
sale or other disposition of all securities covered by such Registration
Statement during such period in accordance with the intended method or methods
of disposition by the sellers thereof set forth in such Registration Statement;


 


(ii)           notify
the Participating Holders and the managing underwriter or underwriters, if any,
and (if requested) confirm such advice in writing and provide copies of the
relevant documents, as promptly as practicable after notice thereof is received
by the Company (1) when the applicable Registration Statement or any
amendment thereto has been filed or becomes effective, and when the applicable
Prospectus or Issuer Free Writing Prospectus or any amendment or supplement
thereto has been filed, (2) to the extent any of the following relates to
the Participating Holders or information supplied by the Participating Holders,
of any written comments by the Commission or any request by the Commission or
any other federal or state governmental authority for amendments or supplements
to such Registration Statement, Prospectus or Issuer Free Writing Prospectus or
for additional information, (3) of the issuance by the Commission of any
stop order suspending the effectiveness of such Registration Statement or any
order by the Commission or any other regulatory authority preventing or
suspending the use of any Prospectus or any Issuer Free Writing Prospectus or
the initiation or threatening of any proceedings for such purposes,
(4) if, at any time, the representations and warranties of the Company in
any applicable underwriting agreement cease to be true and correct in all
material respects, and (5) of the receipt by the Company or its legal
counsel of any notification with respect to the suspension of the qualification
of the Registrable Securities for offering or sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose;


 


(iii)          promptly
notify the Participating Holders and the managing underwriter or underwriters,
if any, when the Company becomes aware of the happening of any event as a
result of which the applicable Registration Statement, the Prospectus included
in such Registration Statement (as then in effect) or any Issuer Free Writing
Prospectus contains any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary in order to make the
statements therein (in the case of such Prospectus or any Issuer Free Writing
Prospectus, in light of the circumstances under which they were made) not
misleading, and when any Issuer Free Writing Prospectus includes information
that may conflict with the information contained in the Registration Statement,
or, if for any other reason it shall be necessary during such time period to
amend or supplement such Registration Statement, Prospectus or Issuer Free Writing
Prospectus in order to comply with the Securities Act and, in either case as
promptly as reasonably practicable thereafter, prepare and file with the
Commission, and furnish without charge to the Participating Holders and the
managing underwriter or underwriters, if any, an amendment or supplement to
such Registration Statement, Prospectus or Issuer Free Writing Prospectus which
shall correct such misstatement or omission or effect such compliance;


 


(iv)          use
its reasonable best efforts to prevent, or obtain the withdrawal of, any stop
order or other order suspending the use of any Prospectus or any Issuer Free
Writing Prospectus;


 


(v)           deliver
to each Participating Holder and each underwriter, if any, without charge, as
many copies of the applicable Prospectus (including each preliminary
Prospectus), any 


 


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Issuer
Free Writing Prospectus and any amendment or supplement thereto as such
Participating Holder or underwriter may reasonably request (it being understood
that the Company consents to the use of such Prospectus, any Issuer Free
Writing Prospectus and any amendment or supplement thereto by such Holder and
the underwriters, if any, in connection with the offering and sale of the
Registrable Securities thereby) and such other documents as such Participating
Holder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities by such Participating Holder or
underwriter;


 


(vi)          on or prior to the date on which the applicable
Registration Statement is declared effective, use its reasonable best efforts
to register or qualify the Registrable Securities covered by such Registration
Statement under such other securities or “blue sky” laws of such jurisdictions
in the United States as any Participating Holder reasonably (in light of such
Participating Holder’s intended plan of distribution) requests and do any and
all other acts and things that may be reasonably necessary or advisable to
enable such Participating Holder to consummate the disposition of the
Registrable Securities owned by such Participating Holder pursuant to such
Registration Statement; provided, however, that the Company shall
not be obligated to effect, or take any action to effect, the registration or qualification
of the Registrable Securities under such other securities or “blue sky” laws in
any particular jurisdiction in which the Company would be required to execute a
general consent to service of process or qualify to do business in effecting
such Registration, qualification or compliance, unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act or applicable rules or regulations thereunder;


 


(vii)         make
such representations and warranties to the Participating Holders and the
underwriters or agents, if any, in form, substance and scope as are customarily
made by issuers in underwritten public offerings;


 


(viii)        enter
into such customary agreements (including underwriting and indemnification
agreements) and take such other actions as the managing underwriter, if any,
reasonably requests in order to expedite or facilitate the Registration and
disposition of such Registrable Securities;


 


(ix)          use
its reasonable best efforts to obtain for delivery to the managing underwriter,
if any, an opinion or opinions from counsel for the Company dated the effective
date of the Registration Statement or, in the event of an underwritten
offering, the date of the closing under the underwriting agreement, in form and
substance as is customarily given to underwriters in an underwritten secondary
public offering;


 


(x)           in
the case of an underwritten offering, use reasonable best efforts to obtain for
delivery to the Company and the managing underwriter, if any, a “ comfort”
letter from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants
in an underwritten secondary public offering;


 


(xi)          cooperate
with each Participating Holder and the underwriters, if any, of such
Registrable Securities and their respective counsel in connection with any
filings required to be made with FINRA;


 


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(xii)         use
its reasonable best efforts to cause all Registrable Securities covered by the
applicable Registration Statement to be listed or quoted on a national
securities exchange or trading system and each securities exchange and trading
system (if any) on which similar securities issued by the Company are then
listed;


 


(xiii)        cooperate
with the Participating Holders and the underwriters, if any, to facilitate the
timely preparation and delivery of certificates, with requisite CUSIP numbers,
representing Registrable Securities to be sold and not bearing any restrictive
legends;


 


(xiv)        in
the case of an underwritten offering, make reasonably available the senior
executive officers of the Company to participate in the customary “road show”
presentations that may be reasonably requested by the managing underwriter in
any such underwritten offering and otherwise to facilitate, cooperate with, and
participate in each proposed offering contemplated herein and customary selling
efforts related thereto;


 


(xv)         use
its reasonable best efforts to procure the cooperation of the Company’s
transfer agent in settling any offering or sale of Registrable Securities,
including with respect to the transfer of physical security instruments into
book-entry form in accordance with any procedures reasonably requested by the
Holders or any managing underwriter(s);


 


(xvi)        use
its reasonable best efforts to take such actions as are under its control to
become or remain a well-known seasoned issuer (as such term in defined in Rule
405 under the Securities Act) and not become an illegible issuer (as such term
is defined in Rule 405 under the Securities Act) during the period when such
Registration Statement remains in effect; and


 


(xvii)       make
available for inspection by a representative of Participating Holders that are
selling at least five percent (5%) of the Registrable Securities included in
such Registration (and who is named in the applicable prospectus supplement as
a Person who may be deemed to be an underwriter with respect to an offering and
sale of Registrable Securities), the managing underwriter(s), if any, and any
attorneys or accountants retained by such Holders or the managing
underwriters(s), at the offices where normally kept, during reasonable business
hours, financial and other records and pertinent corporate documents of the
Company, and cause the officers, directors and employees of the Company to
supply all information in each case reasonably requested by any such
representative, managing underwriter, attorney or accountant in connection with
such Registration Statement; provided, that if any such information is
identified by the Company as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary
to protect the confidentiality of such information and shall sign customary
confidentiality agreements reasonably requested by the Company prior to the
receipt of such information.


 


(e)           Indemnification.


 


(i)            Indemnification
by the Company.  With respect to each
Registration which has been effected pursuant to this Section 2, the Company
agrees to indemnify and hold harmless, to the fullest extent permitted by law,
(1) each of the Participating Holders and each of its officers, directors,
limited or general partners and members thereof, (2) each member, limited or
general partner of each such member, limited or general partner, (3) each of
their respective 


 


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Affiliates, officers, directors, shareholders, employees,
advisors, and agents and each Person who controls (within the meaning of the
Securities Act or the Exchange Act) such Persons and each underwriter, if any,
and each person who controls (within the meaning of the Securities Act or the
Exchange Act) any underwriter, against any and all claims, losses, damages,
penalties, judgments, suits, costs, liabilities and expenses (or actions in
respect thereof) (collectively, the “Losses”) arising out of or based on
(A) any untrue statement (or alleged untrue statement) of a material fact
contained in any Registration Statement (including any Prospectus or Issuer
Free Writing Prospectus) or any other document incident to any such
Registration, qualification or compliance, (B) any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any
Prospectus or Issuer Free Writing Prospectus, in light of the circumstances
under which they were made not misleading), or (C) any violation by the Company
of the Securities Act or the Exchange Act applicable to the Company and
relating to action or inaction required of the Company in connection with any
such Registration, qualification or compliance, and will reimburse each of the
Persons listed above, for any reasonable and documented legal and any other
expenses reasonably incurred in connection with investigating and defending any
such Losses, provided, that the Company will not be liable in any such
case to the extent that any such Losses arise out of or are based on any untrue
statement or omission based upon written information furnished to the Company
by the Participating Holders or underwriter and stated to be specifically for
use therein.


 


(ii)           Indemnification
by the Participating Holders.  Each
of the Participating Holders agrees (severally and not jointly) to indemnify
and hold harmless, to the fullest extent permitted by law, the Company, each of
its directors and officers and each underwriter, if any, of the Company’s
securities covered by such a Registration Statement, each Person who controls
the Company (within the meaning of the Securities Act or the Exchange Act) or
such underwriter, each other Participating Holder and each of their respective
officers, directors, partners and members, and each Person controlling such
Participating Holder (within the meaning of the Securities Act or the Exchange
Act) against any and all Losses arising out of or based on (A) any untrue
statement (or alleged untrue statement) of a material fact contained in any
Registration Statement (including any Prospectus or Issuer Free Writing
Prospectus) or any other document incident to any such Registration,
qualification or compliance (including any notification or the like) made by
such Participating Holder in writing or (B) any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to
make the statements by such Participating Holder therein not misleading (in the
case of any Prospectus or Issuer Free Writing Prospectus, in light of the
circumstances under which they were made not misleading) and will reimburse the
Persons listed above for any reasonable and documented legal or any other
expenses reasonably incurred in connection with investigating or defending any
such Losses, in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in reliance upon and in conformity with written information
furnished to the Company by such Participating Holder and stated to be
specifically for use therein; provided, however, that the
obligations of each of the Participating Holders hereunder shall be limited to
an amount equal to the net proceeds (after giving effect to any underwriters
discounts and commissions) such Participating Holder receives in such
Registration.


 


11

















 


(iii)          Conduct
of the Indemnification Proceedings. 
Each party entitled to indemnification under this Section 2(e) (the “Indemnified
Party”) shall give notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld) and the Indemnified Party
may participate in such defense at such party’s expense (unless the Indemnified
Party shall have reasonably concluded that there may be a conflict of interest
between the Indemnifying Party and the Indemnified Party in such action, in
which case the fees and expenses of counsel shall be at the expense of the
Indemnifying Party), and provided, further, that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2(e) unless the
Indemnifying Party is prejudiced thereby. 
It is understood and agreed that the Indemnifying Party shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate legal counsel for
all Indemnified Parties; provided, however, that where the
failure to be provided separate legal counsel could potentially result in a
conflict of interest on the part of such legal counsel for all Indemnified
Parties, separate counsel shall be appointed for Indemnified Parties to the
extent needed to alleviate such potential conflict of interest.  No Indemnifying Party, in the defense of any
such claim or litigation shall, except with the prior written consent of each
Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.


 


(iv)          If
the indemnification provided for in this Section 2(e) is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect
to any Losses, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the
statements or omissions (or alleged statements or omissions) which resulted in
such Losses, as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among other
things, whether the untrue (or alleged untrue) statement of a material fact or
the omission (or alleged omission) to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission; provided, however,
that the obligations of each of the Participating Holders hereunder shall be
several and not joint and shall be limited to an amount equal to the net
proceeds (after giving effect to any underwriters discounts and commissions)
such Participating Holder receives in such Registration and, provided, further,
that no Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent 


 


12

















 


misrepresentation. 
For purposes of this Section 2(e)(iv), each Person, if any, who controls
an underwriter or agent within the meaning of Section 15 of the Securities Act
shall have the same rights to contribution as such underwriter or agent and
each director of the Company, each officer of the Company who signed a
Registration Statement, and each Person, if any, who controls the Company or a
selling Holder within the meaning of Section 15 of the Securities Act shall
have the same rights to contribution as the Company or such selling Holder, as
the case may be.


 


(v)           Subject
to the limitations on the Holders’ liability set forth in Section 2(e)(ii) and
Section 2(e)(iv), the remedies provided for in this Section 2(e) are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any Indemnified Party at law or equity.  The remedies shall remain in full force and
effect regardless of any investigation made by or on behalf of such Holder or
any Indemnified Party and survive the transfer of such securities by such
Holder.


 


(vi)          The obligations of
the Company and of the Participating Holders hereunder to indemnify any
underwriter or agent who participates in an offering (or any Person, if any
controlling such underwriter or agent within the meaning of Section 15 of the
Securities Act) shall be conditioned upon the underwriting or agency agreement
with such underwriter or agent containing an agreement by such underwriter or
agent to indemnify and hold harmless the Company, each of its directors and
officers, each other Participating Holder, and each Person who controls the
Company (within the meaning of the Securities Act or the Exchange Act) or such
Participating Holder against all Losses, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such underwriter or agent expressly for use in such filings
described in this sentence.


 


(f)            Participating
Holders.


 


(i)            Each of the Participating Holders shall furnish to the
Company such information regarding such Participating Holder and its partners
and members, and the distribution proposed by such Holder as the Company may
reasonably request in writing and as shall be reasonably requested in
connection with any Registration, qualification or compliance referred to in
this Section 2.


 


(ii)           Each Holder agrees that at the time that such Holder is a
Participating Holder, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2(d)(iii), such Holder
shall forthwith discontinue disposition of Registrable Securities pursuant to
the Registration Statement covering such Registrable Securities until such
Holder’s receipt of the copies of a supplemented or amended Prospectus or
Issuer Free Writing Prospectus or until such Holder is advised in writing by
the Company that the use of the Prospectus or Issuer Free Writing Prospectus,
as the case may be, may be resumed, and, if so directed by the Company, such
Holder shall deliver to the Company all copies, other than any permanent file
copies then in such Holder’s possession, of the most recent Prospectus or any 


 


13

















 


Issuer Free Writing Prospectus covering such
Registrable Securities at the time of receipt of such notice.  If the Company shall give such notice, the
Company shall extend the period during which such Registration Statement shall
be maintained effective by the number of days during the period from and
including the date of the giving of notice pursuant to Section 2(d)(iii) to the
date when the Company shall make available to such Holder a copy of the
supplement or amended Prospectus or Issuer Free Writing Prospectus or is
advised in writing that the use of the Prospectus or Issuer Free Writing
Prospectus may be resumed.


 


(g)           Rule
144.  With a view to making available
the benefits of certain rules and regulations of the Commission which may
permit the sale of restricted securities to the public without Registration,
the Company agrees to use its reasonable best efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act at any time after it has
become subject to such reporting requirements (or, if the Company is not
required to file such reports, it will, upon the reasonable request of the
Holders holding a majority of the then outstanding Registrable Securities, make
publicly available such necessary information for so long as necessary to
permit sales pursuant to Rules 144 under the Securities Act).


 


(h)           Termination.  The registration rights set forth in this
Section 2 shall terminate and cease to be available as to any securities held
by Texas Teachers and its Permitted Assignees at such time as
Texas Teachers or its Permitted Assignee (after
owning) first ceases to own any Registrable
Securities.


 


(i)            Lock-Up
Agreements.  In the event that any
Holder is an Affiliate of the Company at the time of an underwritten public
offering by the Company, if requested by the managing underwriter in any such
underwritten public offering, such Holder will enter into a customary “lock-up”
agreement providing that it will not sell, grant any option for the sale of, or
otherwise dispose of any Common Stock outside of such public offering (subject
to customary exceptions) for a period of 60 days from the effective date of the
Registration Statement pertaining to such Common Stock.


 


(j)            Notwithstanding
any provision of this Agreement to the contrary, if the Company is required to
file a post-effective amendment to a Registration Statement to incorporate the
Company’s quarterly and annual reports and related financial statements on Form
10-Q and Form 10-K, the Company shall use its reasonable best efforts to
promptly file such post-effective amendment and may postpone or suspend
effectiveness of such Registration Statement for a period not to exceed thirty
(30) consecutive days to the extent the Company determines necessary to comply
with applicable securities laws; provided, that the period by which the
Company postpones or suspends the effectiveness of a shelf Registration
Statement pursuant to this Section 2(j) plus any suspension, deferral or delay
pursuant to Section 2(e)(iii) shall not exceed 60 days in the aggregate in any
twelve-month period.


 


SECTION
3.  MISCELLANEOUS


 


(a)           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Texas applicable to contracts made and to be performed entirely within such
State without regard to conflicts of law principles.


 


14

















 


(b)           Section
Headings.  The headings of the
sections and subsections of this Agreement are inserted for convenience only
and shall not be deemed to constitute a part thereof.


 


(c)           Notices.


 


(i)            All communications under this Agreement shall be in
writing and shall be delivered by hand or facsimile or mailed by overnight
courier:


 


(1)           if to the Company, to:


 


General Growth Properties, Inc.


110 N. Wacker Drive


Chicago IL 60606


Attention:    Ronald L. Gern, Esq., General Counsel


Fax: (312) 960-5485


 


with a copy (which shall not constitute notice) to:


 


Weil, Gotshal & Manges LLP


767 Fifth Avenue


New York, NY 10153


Attention:    Malcolm E. Landau, Esq.


                    Matthew
D. Bloch, Esq.


Facsimile: (212) 310-8007


 


(2)           if to Texas Teachers, at the address set forth below or,
if to any other Holder, at such other address or facsimile number as may have
been furnished to the Company in writing:


 


Teacher Retirement System of Texas


1000 Red River Street


Austin, Texas 78701-2698


Attention:  Eric L. Lang and
Richard Hall


Facsimile:  (512) 370-5103


 


with a copy (which shall not constitute notice) to:


 


Fulbright & Jaworski L.L.P.


2200 Ross Avenue, Suite 2800


Dallas, Texas 75201


Attention:  D. Forrest Brumbaugh,
Esq.


Facsimile:  (214) 855-8200


 


15

















 


(ii)           Any notice so addressed shall be deemed to be given: if
delivered by hand or facsimile, on the date of such delivery; and if mailed by
overnight courier, on the first business day following the date of such
mailing.


 


(d)           Reproduction
of Documents.  This Agreement and all
documents relating thereto, including, without limitation, any consents,
waivers and modifications which may hereafter be executed may be reproduced by
the Holders by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and the Holders may destroy any original
document so reproduced.  The parties
hereto agree and stipulate that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding (whether
or not the original is in existence and whether or not such reproduction was
made by the Holders in the regular course of business) and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.


 


(e)           Successors
and Assigns.  Neither this Agreement
nor any right or obligation hereunder may be assigned in whole or in part by
any party without the prior written consent of the other parties hereto and any
purported assignment in violation of this provision shall be void; provided,
however, that the rights and obligations hereunder of Texas Teachers may
be assigned, in whole or in part, to any Person who acquires such Registrable
Securities that (i) is an Affiliate of Texas Teachers or (ii) is unable to
immediately sell, without limitations (including, but not limited to, any
limitation on volume or manner of sale) or restrictions under Rule 144, all
Registrable Securities and other shares of Common Stock held by such Person (provided,
that for this clause (ii), any such rights and obligations may be assigned
solely with respect to such Registrable Securities) (each such Person described
in clauses (i) or (ii), a “Permitted Assignee”).  Any assignment pursuant to this Section 3(e)
shall be effective and any Person shall become a Permitted Assignee only upon
receipt by the Company of (1) a written notice from the transferring Holder
stating the name and address of the transferee and identifying the number of
shares of Registrable Securities with respect to which the rights under this
Agreement are being transferred and, if fewer than all of the rights
attributable to a Holder hereunder are to be so transferred, the nature of the
rights so transferred and (2) a written instrument by which the transferee
agrees to be bound by all of the terms and conditions applicable to a Holder of
such Registrable Securities.  Subject to
the foregoing, this Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties.


 


(f)            Several
Nature of Commitments.  The
obligations of each Holder hereunder are several and not joint and several, and
relate only to the Registrable Securities held by such Holder from time to
time.  No Holder shall bear
responsibility to the Company for breach of this Agreement or any information
provided by any other Holder.


 


(g)           Additional
Investors.  The parties hereto
acknowledge that certain Persons may become stockholders of the Company and the
Company may wish to grant such Persons registration rights with respect to the
shares of Common Stock issued to such Persons. 
The Company may do so in its discretion so long as such registration
rights are not inconsistent with or adverse to the registration rights granted
to the Holders hereunder.


 


16

















 


(h)           Entire
Agreement; Amendment and Waiver. 
This Agreement constitutes the entire understanding of the parties
hereto relating to the subject matter hereof and supersedes all prior
understandings among such parties.  This
Agreement may be amended with (and only with) the written consent of the
Company and the Holders holding a majority of the then outstanding Registrable
Securities and any such amendment shall apply to all Holders and all of their
Registrable Securities; provided, that, notwithstanding the foregoing,
additional Holders may become party hereto upon an assignment of rights and
obligations hereunder pursuant to Section 3(e); provided  further,
however, that other than as set forth in Section 3(e), the Company may
not add additional parties hereto without the consent of Holders holding a
majority of the then outstanding Registrable Securities.  The observance of any term of this Agreement
may be waived by the party or parties waiving any rights hereunder; provided,
that any such waiver shall apply to all Holders and all of their Registrable
Securities only if made by Holders holding a majority of then-outstanding
Registrable Securities.


 


(i)            Injunctive
Relief.  It is hereby agreed and
acknowledged that it will be impossible to measure in money the damage that
would be suffered if the parties fail to comply with any of the obligations
herein imposed on them and that in the event of any such failure, an aggrieved
Person will be irreparably damaged and will not have an adequate remedy at law.  Any such Person shall, therefore, be entitled
(in addition to any other remedy to which it may be entitled in law or in
equity) to injunctive relief, including specific performance, to enforce such
obligations, and if any action should be brought in equity to enforce any of
the provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law.


 


(j)            WAIVER
OF JURY TRIAL.  EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,
EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL,
ADMINISTRATIVE OR REGULATORY PROCEEDINGS, OR HEARINGS, NOTICES OF VIOLATION OR
INVESTIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND
ACKNOWLEDGES THAT (A) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER
AND (B) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.


 


(k)           No
Inconsistent Agreements.  The Company
is not currently a party to any agreement which is, or could be inconsistent
with, the rights granted to the Holders by this Agreement.


 


(l)            Severability.  In the event that any part or parts of this
Agreement shall be held illegal or unenforceable by any court or administrative
body of competent jurisdiction, such determination shall not affect the
remaining provisions of this Agreement which shall remain in full force and
effect.


 


17

















 


(m)          Counterparts.  This Agreement may be executed in two or more
counterparts (including by email or facsimile signature), each of which shall
be deemed an original and all of which together shall be considered one and the
same agreement.


 


(n)           Interpretation
of this Agreement.  Where any
provision in this Agreement refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.


 


(o)           Texas
Teachers’ Status as an Entity of the State of Texas.  Texas Teachers has advised the Company that
some of Texas Teachers’ contractual rights under this Agreement and the
agreements and transactions contemplated hereby may be limited by, and the
Company agrees that, Texas Teachers’ obligations hereunder and thereunder are
made subject to Texas Law applicable to Texas Teachers as an entity of the
State of Texas, including, without limitation, principles of sovereign
immunity.


 


[Remainder of Page Intentionally
Left Blank]


 


18

















 


IN WITNESS WHEREOF, the undersigned have
executed this Registration Rights Agreement as of the date first set forth
above.


 


	
   

  	
   

  	
  GENERAL GROWTH PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[SIGNATURE PAGE TO TRS
REGISTRATION RIGHTS AGREEMENT]


 

















 


	
  TEACHER RETIREMENT SYSTEM OF TEXAS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Richard
  Hall

  	
   

  
	
  Title:

  	
  Director

  	
   

  
				



 


 [SIGNATURE PAGE TO TRS REGISTRATION RIGHTS
AGREEMENT]