Exhibit 10.11


 


EXECUTION COPY


 


THE HOWARD HUGHES CORPORATION


 


November 9, 2010


 


	
  Pershing
  Square Capital Management, L.P.

  
	
  888
  Seventh Avenue, 42nd Floor

  
	
  New
  York, New York 10019

  
	
  Attention:
  

  	
  William
  A. Ackman

  
	
   

  	
  Roy
  J. Katzovicz

  



 


Ladies
and Gentlemen:


 


Reference is made to the Amended and Restated Stock Purchase Agreement
(the “Stock Purchase Agreement”), effective as of March 31, 2010,
as amended, between General Growth Properties, Inc. and Pershing Square
Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P.,
Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing
Square International V, Ltd. (each, except PSCM, together with its
permitted nominees and assigns, a “Purchaser”).  Capitalized terms used but not otherwise defined
in this letter agreement (this “Agreement”) shall have the meanings
attributed to such terms in the Stock Purchase Agreement as in effect on the
date hereof.


 


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


 


1.                                       Subscription
Right.


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.                                       Board of
Directors.


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 


9

















 


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:

  	
  /s/  Rael Diamond

  
	
   

  	
   

  	
  Name:

  	
  Rael
  Diamond

  
	
   

  	
   

  	
  Title:

  	
  Interim
  Chief Financial Officer

  



 


[SIGNATURE PAGE TO
PERSHING LETTER AGREEMENT]


 

















 


Accepted and agreed as of the date of this Agreement:


 


	
  PERSHING
  SQUARE CAPITAL MANAGEMENT, L.P.

  	
   

  
	
  On behalf of each of the Purchasers

  	
   

  
	
   

  	
   

  
	
  By: PS Management GP, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  William A. Ackman

  	
   

  
	
  Name: 
  William A. Ackman

  	
   

  
	
  Title:  Managing
  Member

  	
   

  
			



 


[SIGNATURE PAGE TO
PERSHING LETTER AGREEMENT]