Exhibit 10.45


 


EXECUTION COPY


 


GENERAL GROWTH PROPERTIES, INC.


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT, dated as of November       ,
2010 (this “Agreement”), by and between the purchasers listed on Schedule
I hereto (the “Purchasers”) and General Growth Properties, Inc.,
a Delaware corporation (the “Company”).


 


R E C I T A L S


 


WHEREAS, Purchasers have, pursuant to the terms of that certain Amended
and Restated Cornerstone Investment Agreement, effective as of March 31,
2010, by and between the Company and REP Investments LLC (as the same may be
amended from time to time, the “Cornerstone Investment Agreement”)
agreed, among other things, to purchase 250,000,000 shares of common stock, par
value $0.01, of the Company (the “Common Stock”); and


 


WHEREAS, in case any securities held by a Purchaser or its transferees
are at any time not freely transferable by the holder in accordance with
applicable laws, the Company and the Purchasers desire to define certain
registration rights with respect to the Common Stock, certain warrants 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;


 


Blackstone:  shall mean
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;


 


Brookfield Consortium Member: shall have the meaning
ascribed thereto in the Cornerstone Investment Agreement;


 

















 


Closing Date: shall have the meaning ascribed thereto in the
Cornerstone Investment Agreement;


 


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;


 


Cornerstone Investment Agreement:  shall have the meaning set forth in the
Recitals hereto;


 


Demand Notice: shall have the meaning set forth in Section 2(a)(i) hereof;


 


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 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;


 


Fairholme Stock Purchase Agreement:  shall
mean that certain Amended and Restated Stock
Purchase Agreement, effective as of March 31, 2010, by and
between the Company and the Fairholme Holders, as amended from time to time;


 


Fairholme/Pershing Holders:  shall mean, collectively, the Fairholme
Holders and Pershing Holders, and a Fairholme/Pershing Holder shall mean any
Fairholme Holder or Pershing Holder;


 


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(f)(iii) hereof;


 


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


 


Initial Investors: 
shall mean (i) the Purchasers, (ii) any Brookfield Consortium
Members, (iii) Blackstone and (iv) any Permitted Assignees under
clauses (i) and (ii) of Section 3(e) hereof;


 


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Initiating Holder(s):  shall mean any Holder or any group of
Holders, other than Blackstone, with respect to the Registrable Securities it
is designated to receive pursuant to the Investment Agreements;


 


Investment Agreements:  shall mean, collectively, the Cornerstone
Investment Agreement, the Fairholme Stock Purchase Agreement and the Pershing
Stock Purchase Agreement;


 


Investors:  shall mean (i) any
Initial Investors and (ii) any Permitted Assignees under clause (iii) of
Section 3(e) hereof;


 


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(f)(i) hereof;


 


Other Stockholders:  shall have the meaning set forth in Section 2(a)(iii) hereof;


 


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;


 


Pershing Holders: 
shall mean the “Holders” defined in that certain Registration Rights
Agreement, dated as of the date hereof, by and between the Company, 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, as amended from time to time;


 


Pershing Stock Purchase Agreement:  shall mean that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and
between the Company and the Pershing Holders, 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;


 


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


 


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


 


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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 an Initial Investor on or after the date hereof
(whether or not acquired pursuant to the Cornerstone Investment Agreement),
including without limitation shares of Common Stock acquired in connection with
the exercise of any Warrants and shares of Common Stock which at any time an
Initial Investor has a right or obligation to purchase under the Cornerstone
Investment 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) or (C) (the “Initial Securities”)
or securities that may 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), (C) Warrants acquired or held by an
Initial Investor on or after the date hereof and (D) any Registrable
Securities described in (A), (B) or (C) above acquired or held by a Person, for which rights
and obligations  have been assigned
pursuant to clause (iii) of Section 3(e) and in accordance with
the terms of Section 3(e) hereof; 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


 


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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 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 pursuant to the provisions of this
Agreement 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(c);


 


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


 


S-1 Registration Statement: shall mean a registration
statement of the Company on Form S-1 (or any comparable or successor form)
filed with the Commission registering any Registrable Securities;


 


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Scheduled Black-Out Period:  shall mean the period from and including the
last day of a fiscal quarter of the Company to and including the earliest of (i) the
Business Day after the day on which the Company publicly releases its earnings
information for such quarter or annual earnings information, as applicable, and
(ii) the day on which the executive officers and directors of the Company
are no longer prohibited by Company policies applicable with respect to such
quarterly earnings period from buying or selling equity securities of the
Company;


 


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) 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; and


 


Warrants:  shall mean
the warrants issued by the Company from time to time pursuant to that certain
Warrant Agreement, dated as of November       ,
2010, by and between the Company and Mellon Investor Services LLC.


 


SECTION 2.  REGISTRATION RIGHTS


 


(a)           Demand Registration.


 


(i)            Request for Registration.  Subject to the limitations and conditions of Section 2(a)(ii),
if the Company shall receive from an Initiating Holder(s) a written demand
(the “Demand Notice”) that the Company effect any Registration with
respect to all or a part of the Registrable Securities owned by such Initiating
Holder(s) having an estimated aggregate fair market value of at least $75
million, the Company shall:


 


(1)           promptly give written notice
of the proposed Registration to all other Holders in accordance with the terms
of Section 2(b);


 


(2)           use its reasonable best efforts to file a Registration Statement with the Commission in
accordance with the request of the Initiating Holder(s), including without 


 


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limitation the
method of disposition specified therein and covering resales of the
Registrable Securities requested to be registered, as promptly as
reasonably practicable but no later than (x) in the case of a Registration
Statement other than an S-1 Registration Statement, within 30 days of receipt of the Demand Notice or (y) in the case of an S-1
Registration Statement, within 60 days of
receipt of the Demand Notice;


 


(3)           use reasonable best efforts to cause such Registration Statement to be declared or become
effective as promptly as practicable, but in no event later than 60 days after the date of initial filing of a Registration Statement
pursuant to Section 2(a)(i)(2); and


 


(4)           use reasonable best efforts to keep such Registration Statement continuously effective and
in compliance with the Securities Act and usable for resale of such Registrable
Securities for the period as requested in
writing by the Initiating Holder(s) or such longer period as may be
requested in writing by any Holder participating in such registration (which
periods shall be extended to the extent of any suspensions of sales pursuant to
Sections 2(a)(ii)(3) or (4));


 


provided, however,
that the Company shall be permitted, with the consent of the Initiating Holder(s) not
to be unreasonably withheld, to file a post-effective amendment or prospectus
supplement to any currently effective Shelf Registration Statement (including,
without limitation, any resale registration statement filed pursuant to the
terms of the Cornerstone Investment Agreement) in lieu of an additional
registration statement pursuant to Section 2(a)(i) to the extent the
Company reasonably determines that the Registrable Securities of the Initiating
Holder(s) may be sold thereunder by such Initiating Holder(s) pursuant
to their intended plan of distribution (in which case such post-effective
amendment or prospectus supplement shall not be counted against the limited
number of demand registrations).  It
shall not be unreasonable if, following the recommendation of an underwriter,
the Initiating Holder(s) do not consent to the Company filing a
post-effective amendment or prospectus supplement to a Shelf Registration
Statement in lieu of an additional registration statement requested by the
Initiating Holder(s).


 


(ii)           Notwithstanding anything to
the contrary contained herein, the Company shall not be obligated to effect, or
take any action to effect, any such Registration pursuant to this Section 2(a):


 


(1)           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;


 


(2)           With respect to securities
that are not Registrable Securities;


 


(3)           If the Company has notified
the Holders that in the good faith judgment of the Company, it would be
materially detrimental to the Company or its security holders for such
registration to be effected at such time, in which event the Company shall have
the right to defer such registration for a period of not more than 60 days; provided,
that such right to delay a registration pursuant to clause (3) shall be
exercised by the 


 


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Company only if the Company has generally
exercised (or is concurrently exercising) similar black-out rights against
holders of similar securities that have registration rights, if any; or


 


(4)           Solely
with respect to any Affiliate of the Company, during any Scheduled
Black-Out Period;


 


provided, that the
total number of days that any such suspension, deferral or delay in
registration pursuant to clauses (3) and (4) in the aggregate may be
in effect in any 180 day period shall not exceed 60 days.  The Company agrees to use its reasonable best
efforts to issue earnings releases as promptly as practicable following the end
of quarterly reporting periods and to otherwise minimize the duration of
Scheduled Black-Out Periods.


 


(iii)          The Registration Statement filed pursuant to the
request of the Initiating Holder may, subject to the provisions of Section 2(a)(iv) below,
include shares of Common Stock which are held by Holders and Persons who, by
virtue of agreements with the Company (other than this Agreement), are entitled
to include their securities in any such Registration (such Persons, other than
Holders, “Other Stockholders”). 
In the event the Initiating Holder(s) request a Registration
pursuant to this Section 2(a) in connection with a distribution of
Registrable Securities to its partners or members or any other Holder elects to
participate in such Registration pursuant to Section 2(b) hereof in
connection with a distribution of Registrable Securities to its partners or
members, the Registration shall provide for the resale by such partners or
members, if requested by such Holder.


 


(iv)          Underwriting.  If the Initiating Holder(s) intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, it shall so advise the Company as a part of the request made
pursuant to Section 2(a).  If Other
Stockholders or Holders, to the extent they have any registration rights under Section 2(b),
request inclusion of their shares of Common Stock in the underwriting, the
Initiating Holder(s) shall offer to include the shares of Common Stock of
such Holders and Other Stockholders in the underwriting and may condition such
offer on their acceptance of the further applicable provisions of this Section 2.  The Holders whose Registrable Securities are
to be included in such Registration and the Company shall (together with all
Other Stockholders proposing to distribute their shares of Common Stock through
such underwriting) enter into an underwriting agreement in customary form for
secondary public offerings with the managing underwriter or underwriters
selected for such underwriting by a majority-in-interest of the Holders whose
Registrable Securities are to be included in such Registration subject to
approval by the Company not to be unreasonably withheld (which underwriters may
also include a non-bookrunning co-manager selected by the Company subject to
approval by a majority-in-interest of the Holders whose Registrable Securities
are to be included in such Registration); 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)(f)(ii) or Section 2(f)(iv).  Notwithstanding any other provision of this Section 2(a),
if the managing underwriter or underwriters advises the Holders in writing that
marketing factors require a limitation on the number of shares to be
underwritten, some or all of the securities of the Company held by the Other
Stockholders (other than the Fairholme/Pershing Holders) shall be excluded from
such Registration to the extent so required by such limitation.  If, after the 


 


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exclusion of such shares held by such Other
Stockholders (other than the Fairholme/Pershing Holders), further reductions
are still required due to the marketing limitation, the number of Registrable
Securities included in the Registration by each Holder (including the
Initiating Holder(s)) and the Fairholme/Pershing Holders shall be reduced on a
pro rata basis (based on the number of Registrable Securities requested to be
included in such registration by such Holders and the Fairholme/Pershing
Holders, as applicable), by such minimum number of shares as is necessary to
comply with such request.  No Registrable
Securities or any other securities excluded from the underwriting by reason of
the underwriter’s marketing limitation shall be included in such
Registration.  If any Holder or Other
Stockholder who has requested inclusion in such Registration as provided above
disapproves of the terms of the underwriting, such Person may elect to withdraw
therefrom by providing written notice to the Company, the underwriter and the
Initiating Holder(s).  The securities so
withdrawn shall also be withdrawn from Registration.  If the underwriter has not limited the number
of Registrable Securities or other securities to be underwritten, the Company
and executive officers and directors of the Company (whether or not such
Persons have registration rights pursuant to Section 2(b) hereof) may
include its or their securities for its or their own account in such
Registration if the managing underwriter or underwriters and the Company so
agree and if the number of Registrable Securities and other securities which
would otherwise have been included in such Registration and underwriting will
not thereby be limited.


 


(v)           The number of demand registrations that the Holders
shall be entitled to request, and that the Company shall be obligated to
undertake, pursuant to this Section 2(a) shall be unlimited; provided,
that the Company shall not be obligated to undertake more than one underwritten
offering pursuant to this Section 2 in any twelve-month period during the
three year period following the Closing Date, and more than two underwritten
offerings in any twelve-month period thereafter, provided, further
that in no event shall the Company be required to effect more than three
underwritten offerings in the aggregate in any twelve-month period at the
request of the Holders and Fairholme/Pershing
Holders.


 


(vi)          In the case of an
underwritten offering under this Section 2(a), the price, underwriting discount
and other financial terms for the Registrable Securities shall be determined by
the Initiating Holder(s).


 


(b)           Piggyback Registration.


 


(i)            If the Company shall determine to register any of
its capital stock (including any warrants) either (x) for
its own account, (y) for the account of the Holders listed in Section 2(a) pursuant
to the terms thereof, or (z) for the account of Other Stockholders (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(b):


 


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(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(b)(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(b)(i)(1) above.  In the event any Holder requests inclusion in
a Registration pursuant to this Section 2(b) in connection with a
distribution of Registrable Securities to its partners or members, the
Registration shall provide for the resale by such partners or members, if
requested by such Holder.


 


(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(b)(i)(1) above.  In such event, the right of each of the Holders
to Registration pursuant to this Section 2(b) 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 (and if the Registration was initiated
by a Holder pursuant to Section 2(a), such underwriters must be selected
by the Initiating Holder(s) and reasonably acceptable to 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(f)(ii) or
Section 2(f)(iv).  Notwithstanding
any other provision of this Section 2(b), if any Registration in respect
of which any Holder is exercising its rights under this Section 2(b) involves
an underwritten public offering (other than a demand Registration pursuant to Section 2(a),
in which case the provisions with respect to priority of inclusion in such
Registration set forth in Section 2(a) 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
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 (other than a Holder, a
Fairholme/Pershing Holder) exercising a contractual right to demand
registration; (2) second, all Registrable Securities requested to be
included by the Holders, all Registrable Securities to be included by the
Fairholme/Pershing Holders and securities of the Company being sold by any
Person (other than a Holder or a Fairholme/Pershing Holder) with similar
piggyback registration rights, pro rata, based on the number of shares
requested to be included in such registration by such Holders, Fairholme/Pershing
Holders and such Persons; 


 


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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.  For the avoidance of doubt, in
the event any Fairholme/Pershing Holder exercises demand registration rights,
such registration is an underwritten public offering and the managing underwriter
advises that marketing factors require a limitation on the number of securities
to be so underwritten, Registrable Securities of any Holders exercising
piggyback rights under this Section 2(b) in connection with such
offering and any securities to be included in such offering by the Fairholme/Pershing
Holders shall be included in such offering in the same priority and allocated
on a pro rata basis, as set forth in clause (2) above.  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, the underwriter and the Initiating
Holder(s).  Any Registrable Securities or
other securities excluded or withdrawn from such underwriting shall be withdrawn
from such Registration.


 


(c)           Required Shelf Registration Statement.  From and after the declaration of
effectiveness by the Commission of the Shelf Registration Statement
contemplated by Section 5.16(a) of the Cornerstone Investment
Agreement (the “Required Shelf Registration Statement”), the Company
shall use reasonable best efforts to cause such Required Shelf Registration
Statement to be continuously effective so long as there are any Registrable
Securities outstanding.  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(c), 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.


 


(d)           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).


 


(e)           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) reasonably requested by
the Initiating Holder(s) (if any), (2) reasonably requested by any
other Participating Holder (to the extent such request relates to information
relating to such Participating Holder), or (3) necessary to keep such Registration
effective for the period of time required by this Agreement, and comply with
provisions of the applicable securities laws with respect to the sale or other
disposition of all securities covered by such Registration Statement 


 


11

















 


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 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 


 


12














 


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)          subject to the terms set forth in Section 2(a)(ii)(1) and
Section 2(c) hereof, 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;


 


(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
Initiating Holder(s) or 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;


 


(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;


 


13

















 


(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.


 


(f)            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 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 


 


14

















 


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.


 


(iii)          Conduct of the Indemnification Proceedings.  Each party entitled to indemnification under
this Section 2(f) (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 


 


15

















 


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(f) 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(f) 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
misrepresentation.  For purposes of this Section 2(f)(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.


 


16

















 


(v)           Subject to the limitations on the Holders’ liability
set forth in Section 2(f)(ii) and Section 2(f)(iv), the remedies
provided for in this Section 2(f) 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.


 


(g)           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)           In the event that, either
immediately prior to or subsequent to the effectiveness of any Registration
Statement, any Participating Holder shall distribute Registrable Securities to
its partners or members, such Participating Holder shall so advise the Company
and provide such information as shall be necessary to permit an amendment to
such Registration Statement to provide information with respect to such
partners or members, as selling security holders.  As soon as is reasonably practicable
following receipt of such information, the Company shall file an appropriate
amendment to such Registration Statement reflecting the information so
provided.  Any incremental expense to the
Company resulting from such amendment shall be borne by such Participating
Holder.


 


(iii)          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(e)(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 


 


17

















 


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 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(e)(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.


 


(h)           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).


 


(i)            Termination.  The registration rights set forth in this Section 2
shall terminate and cease to be available as to any securities held by an Investor at such time as such Investor
(after owning) first ceases to own any Registrable
Securities.


 


(j)            Lock-Up Agreements.


 


(i)            The Company agrees that, if requested by the
managing underwriter in any underwritten public offering contemplated by this
Agreement, it will enter into a customary “lock-up” agreement providing that it
will not, directly or indirectly, sell, offer to sell, grant any option for the
sale of, or otherwise dispose of any Common Stock or securities convertible
into or exchangeable or exercisable for Common Stock (subject to customary
exceptions), other than any such sale or distribution of Common Stock upon
exercise of the Company’s Warrants, for a period of 60 days from the effective
date of the Registration Statement pertaining to such Common Stock; provided,
however, that any such lock-up agreement shall not prohibit the Company
from directly or indirectly (i) selling, offering to sell, granting any
option for the sale of, or otherwise disposing of any Qualifying Employee Stock
(or otherwise maintaining its employee benefits plans in the ordinary course of
business) or (ii) issuing Common Stock or securities convertible into or
exchangeable for Common Stock upon exercise or conversion of any warrant
(including any other Warrant), option, right or convertible or exchangeable
security issued in connection with the plan of reorganization.  Each Holder shall coordinate with other
Holders and the Fairholme Holders and the Pershing Holders such that the total
number of days that the Company will be subject to such restrictions (including
similar restrictions pursuant to any registration rights agreements with the
Fairholme Holders and the Pershing Holders) as may be in effect in any 365-day
period shall not exceed 120 days.


 


(ii)           To the extent Purchasers and any Brookfield
Consortium Members in the aggregate hold in excess of 20% of the then outstanding
Common Stock on a fully diluted basis, 


 


18

















 


if requested by the managing underwriter in any
underwritten public offering permitted by this Agreement, Purchasers and such
Brookfield Consortium Members 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.


 


(k)           Notwithstanding any provision of this Agreement to
the contrary, in order for a Registration to be included as a Registration for
purposes of this Section 2, the Registration Statement in connection
therewith shall have been continually effective in compliance with the
Securities Act and usable for resale for the full period established with
respect to such Registration (except in the case of any suspension of sales
pursuant to (A) a Scheduled Black-Out Period, or (B) Section 2(e)(iii) hereof,
in which case such period shall be extended to the extent of such suspension).


 


(l)            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(l) 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 laws of the State of New York applicable to
contracts made and to be performed entirely within such State without regard to
conflicts of law principles.


 


(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


 


19

















 


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 the Holders, at the
address or facsimile number listed on Schedule I hereto, or at such other
address or facsimile number as may have been furnished to the Company in
writing.


 


(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 any Investor may be assigned, in
whole or in part, to any Person who acquires such Registrable Securities that (i) is
a Brookfield Consortium Member, (ii) is an Affiliate of any Initial
Investor or (iii) 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
(iii), any such rights and obligations may be assigned solely with respect to
such Registrable Securities) (each such Person described in clauses (i), (ii) or
(iii), 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 


 


20

















 


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 the registration rights granted to the Holders hereunder and,
if any registrations rights granted are more favorable than those provided to
Holders of Common Stock hereunder, conforming changes reasonably acceptable to
the Purchasers are made to this Agreement to provide Holders hereunder with
substantially similar rights.


 


(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,


 


21

















 


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.


 


(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.


 


[Remainder of Page Intentionally
Left Blank]


 


22














 


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 GGP-BRH
LLC Registration Rights Agreement]


 

















 


BROOKFIELD
RETAIL HOLDINGS LLC


 


	
  By:

  	
  Brookfield
  Asset Management Private Institutional

  	
   

  
	
  Capital Adviser (Canada), L.P., its Managing Member

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Brookfield
  Private Funds Holdings Inc.,

  	
   

  
	
   

  	
  its
  general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:
  Karen Ayre

  	
   

  
	
  Title:
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:
  Moshe Mandelbaum

  	
   

  
	
  Title:
  Vice President

  	
   

  
				



 


[signature page to GGP-BRH LLC Registration Rights Agreement]


 

















 


	
  BROOKFIELD RETAIL HOLDINGS II LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Brookfield
  Asset Management Private Institutional 

  	
   

  
	
  Capital Adviser (Canada), L.P., its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Brookfield
  Private Funds Holdings Inc.,

  	
   

  
	
   

  	
  its
  general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Karen Ayre

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Moshe Mandelbaum

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  
				



 


[signature page to GGP-BRH
LLC Registration Rights Agreement]


 

















 


	
  BROOKFIELD RETAIL HOLDINGS III LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Brookfield
  Asset Management Private Institutional 

  	
   

  
	
  Capital Adviser (Canada), L.P., its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Brookfield
  Private Funds Holdings Inc.,

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Karen Ayre

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Moshe Mandelbaum

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  
				



 


[signature
page to GGP-BRH LLC Registration Rights Agreement]


 

















 


	
  BROOKFIELD RETAIL HOLDINGS IV-A  LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Brookfield
  Asset Management Private Institutional 

  	
   

  
	
  Capital Adviser (Canada), L.P., its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Brookfield
  Private Funds Holdings Inc.,

  	
   

  
	
   

  	
  its
  general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Karen Ayre

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  
				



 


[signature page to GGP-BRH
LLC Registration Rights Agreement]


 

















 


	
  BROOKFIELD RETAIL HOLDINGS IV-D LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Brookfield
  Asset Management Private Institutional 

  	
   

  
	
  Capital Adviser (Canada), L.P., its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Brookfield
  Private Funds Holdings Inc.,

  	
   

  
	
   

  	
  its
  general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Karen Ayre

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  
				



 


[signature page to GGP-BRH LLC Registration Rights Agreement]


 

















 


	
  BROOKFIELD RETAIL HOLDINGS V LP

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Brookfield
  Asset Management Private Institutional 

  	
   

  
	
  Capital Adviser (Canada), L.P., its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Brookfield
  Private Funds Holdings Inc.,

  	
   

  
	
   

  	
  its
  general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Karen Ayre

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  
				



 


[signature page to GGP-BRH
LLC Registration Rights Agreement]


 

















 


	
  BROOKFIELD US RETAIL HOLDINGS LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Brookfield
  US Corporation, its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Karen Ayre

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  
				



 


[signature page to GGP-BRH LLC Registration Rights Agreement]


 

















 


Schedule I


 


Brookfield
Retail Holdings LLC, a Delaware limited liability company


Brookfield
Retail Holdings II LLC, a Delaware limited liability company


Brookfield
Retail Holdings III LLC, a Delaware limited liability company


Brookfield
Retail Holdings IV-A LLC, a Delaware limited liability company


Brookfield
Retail Holdings IV-D LLC, a Delaware limited liability company


Brookfield
Retail Holdings V LP, a Delaware limited partnership


Brookfield
US Retail Holdings LLC, a Delaware limited liability company


 


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

  
	
  Facsimile:
  

  	
  (416)
  365-9642

  



 


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


 


Willkie
Farr & Gallagher LLP


787
Seventh Avenue


New
York, NY 10019


	
  Attention:

  	
  Marc
  Abrams, Esq.

  
	
   

  	
  Gregory
  B. Astrachan, Esq.

  
	
   

  	
  Paul
  V. Shalhoub, Esq.

  
	
  Facsimile:

  	
  (212)
  728-8111

  



 


[signature page to BRH LLC
Registration Rights Agreement]