Exhibit 4.2


 


THIRD SUPPLEMENTAL INDENTURE


 


This Third Supplemental Indenture (this “Third
Supplemental Indenture”), dated as of October 2, 2020, among HH Woodlands Tower Holdings, LLC, a Delaware limited liability
company (“Woodlands Tower”), API/HHC Lake Robbins Holding Company, LLC, a Delaware limited liability company
(“API/HHC”, and each of Woodlands Tower and API/HHC, a “Guaranteeing Subsidiary”), The Howard
Hughes Corporation, a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as the
Trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuer has heretofore executed
and delivered to the Trustee an indenture, dated as of March 16, 2017, as supplemented by a first supplemental indenture thereto,
dated as of June 15, 2017, and further supplemented by a second supplemental indenture thereto, dated as of August 18, 2020 (together,
the “Indenture”), which provides for the issuance of $1,000,000,000 in
aggregate principal amount of 5.375% Senior Notes due 2025 (the “Notes”);


 


WHEREAS, Section 4.16 of the Indenture provides
that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant
to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and
the Indenture on the terms and conditions set forth herein and under the Indenture; and


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Third Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders as follows:


 


1. Capitalized Terms. Capitalized terms
used herein without definition shall have the meanings assigned to them in the Indenture.


 


2. Subsidiary Guarantors. Each Guaranteeing
Subsidiary hereby agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable
to Subsidiary Guarantors, including Article 10 thereof.


 


3. Governing Law. THIS THIRD SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4. Waiver of Jury Trial. THE GUARANTEEING
SUBSIDIARIES AND THE TRUSTEE EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES,
THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 


 


5. Counterparts. The parties may sign
any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or .PDF transmission
shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used
in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf shall be
deemed to be their original signatures for all purposes.


 






    1


     


    

 


6. Headings. The headings of the Sections
of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this
Third Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


7. The Trustee. The Trustee shall not
be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the
Issuer.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Third Supplemental Indenture to be duly executed, all as of the date first above written.


 





	 	HH WOODLANDS TOWER HOLDINGS, LLC
	 	 
	 	By:   	/s/ Peter F. Riley
	 	 	Name:	Peter F. Riley
	 	 	Title:	Secretary 
	 	 
	 	API/HHC LAKE ROBBINS HOLDING COMPANY, LLC
	 	 
	 	By:	/s/ Peter F. Riley
	 	 	Name:  	Peter F. Riley
	 	 	Title:	Secretary 
	 	 
	 	THE HOWARD HUGHES CORPORATION
	 	 
	 	By:	/s/ Peter F. Riley
	 	 	Name:	Peter F. Riley
	 	 	Title:	Senior Vice President, Secretary and General Counsel 
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as Trustee
	 	 
	 	By:	/s/ Michael Tu
	 	 	Name:	Michael Tu
	 	 	Title:	Vice President


 








    2