EX-4.1



 Exhibit 4.1 

AMENDMENT NO. 2 TO SECTION 382 RIGHTS AGREEMENT 

Amendment No. 2, dated as of January 2, 2018 (this “Amendment”), to the Section 382 Rights Agreement,
dated as of February 27, 2012, and previously amended by Amendment No. 1, dated as of February 26, 2015 (collectively, the “Rights Agreement”), by and between The Howard Hughes Corporation (the
“Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). 

RECITALS 
 A. Pursuant to
Section 27 of the Rights Agreement, prior to the time at which the Rights cease to be redeemable, and subject to the third to last sentence of Section 27 of the Rights Agreement, the Company may in its sole and absolute discretion, and the
Rights Agent will if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such Section. 

B. The Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the
Rights Agreement as set forth in this Amendment. 
 C. The Rights are currently redeemable, and pursuant to the terms of the Rights Agreement
and in accordance with Section 27 of the Rights Agreement, the Company has directed that the Rights Agreement be amended as set forth in this Amendment, and hereby directs the Rights Agent to execute this Amendment. 

AGREEMENT 
 NOW THEREFORE, in
consideration of the foregoing and the mutual agreements set forth in the Rights Agreement and in this Amendment, the parties hereto hereby amend the Rights Agreement as follows: 

1. Section 1(x) of the Rights Agreement is hereby amended and restated in its entirety as follows: 

“(x) “Expiration Date” means the Close of Business on January 2, 2018.” 

2. Exhibits B and C to the Rights Agreement are deemed amended in a manner consistent with this Amendment. 

3. Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement. 

4. This Amendment will be deemed to be a contract made under the internal substantive laws of the State of Delaware and for all purposes will
be governed by and construed in accordance with the internal substantive laws of such State applicable to contracts to be made and performed entirely within such State. 







 5. The Rights Agreement will not otherwise be supplemented or amended by virtue of this
Amendment, but will remain in full force and effect. 
 6. This Amendment may be executed in any number of counterparts and each of such
counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically will have the same
authority, effect and enforceability as an original signature. 
 7. This Amendment will be effective as of the date first above written and
all references to the Rights Agreement will, from and after such time, be deemed to be references to the Rights Agreement as amended hereby. 

8. The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies, in his or her capacity as an
officer on behalf of the Company, to the Rights Agent that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement. 

9. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment. 

[Signatures appear on the following page] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date and year first above written. 
  

			
	THE HOWARD HUGHES CORPORATION


 
			
		
	By:	 	 /s/ Peter F. Riley

		 	Name: Peter F. Riley
		 	 Title:   Senior Vice President,

            Secretary and General
Counsel



 
			
	
	COMPUTERSHARE TRUST COMPANY, N.A.


 
			
		
	By:	 	 /s/ Kathy Heagerty

		 	Name: Kathy Heagerty
		 	Title:   Manager & Vice President