Exhibit
10.3


 


Execution
Version


 


AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT


 


AMENDMENT NO. 2 (this “Amendment”), dated as of May 7,
2010, to the Stock Purchase Agreement, dated as of March 31, 2010 (the “Agreement”),
by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square
Capital Management, L.P. (“PSCM”), 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, (each, except PSCM, together with its permitted nominees and assigns,
a “Purchaser”), as amended on May 3, 2010.  All capitalized terms used in this Amendment
which are not herein defined shall have the same meanings ascribed to them in
the Agreement (as defined herein).


 


WHEREAS, Section 13.8 of the Agreement provides for
the amendment of the Agreement in accordance with the terms set forth therein.


 


WHEREAS, as of May 7, 2010, the Company entered into
an amendment to the Fairholme Agreement in the form attached hereto as Exhibit A
with the Fairholme Purchasers;


 


WHEREAS,
as of May 7, 2010, the Company entered into an amendment to the Brookfield Agreement in
the form attached hereto as Exhibit B with the Brookfield Investor;


 


WHEREAS, the parties hereto desire to amend the Agreement
as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the premises, and of
the covenants and agreements set forth herein, the parties agree as follows:


 


1.              Amendment to Section 13.10.  Section 13.10 of the Agreement is hereby
amended by deleting the last sentence thereof and replacing it with the
following new sentence:


 


“If
a transaction results in any adjustment to the exercise price for and number of
Shares underlying the warrants issued to the other Initial Investors pursuant
to Article 5 of the Warrant Agreement, the exercise price for and number
of shares underlying each of the New Warrants and GGO Warrants described in Section 5.2
of this Agreement shall be adjusted for that transaction in the same manner.”


 


2.              Amendment of Exhibit G.  Exhibit G to the Agreement is hereby
amended and restated in its entirety to read as set forth in Exhibit C to
this Amendment.


 


3.              No Further Amendment.  Except as expressly amended hereby, the
Agreement is in all respects ratified and confirmed and all the terms,
conditions, and provisions thereof shall remain in full force and effect. This
Amendment is limited precisely as


 

















 


written and shall not be deemed to be an amendment to any other term or
condition of the Agreement or any of the documents referred to therein.


 


4.              Effect of Amendment.  This Amendment shall form a part of the
Agreement for all purposes, and each party thereto and hereto shall be bound
hereby. From and after the execution of this Amendment by the parties hereto,
any reference to the Agreement shall be deemed a reference to the Agreement as
amended hereby. This Amendment shall be deemed to be in full force and effect
from and after the execution of this Amendment by the parties hereto.


 


5.              Governing Law; Venue. THIS
AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF, AND VENUE IN, THE UNITED STATES BANKRUPTCY COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND BOTH PARTIES WAIVE ANY OBJECTION BASED ON
FORUM NON CONVENIENS.


 


6.              Counterparts. This
Amendment 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.


 


7.              Construction.


 


a.              Unless otherwise
specifically defined herein, each term used herein shall have the meaning
assigned to such term in the Agreement.


 


b.              Each reference to “hereof,” “herein,”
“hereunder,” “hereby” and “this Agreement” shall, from and after the date
hereof, refer to the Agreement as amended by this Amendment.  Notwithstanding the foregoing, references to
the date of the Agreement, as amended hereby, shall in all instances continue
to refer to March 31, 2010, references to “the date hereof” and “the date
of this Agreement” shall continue to refer to March 31, 2010.


 


c.               The headings in this
Amendment are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Amendment.


 


8.              Bankruptcy Matters. For the
avoidance of doubt, all obligations of the Company and its Subsidiaries in this
Amendment are subject to and conditioned upon entry of the Approval Order or
the Confirmation Order as provided for in Section 13.12 of the Agreement.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the undersigned have caused this
Amendment to be executed and delivered by each of them or their respective officers
thereunto duly authorized, all as of the date first written above.


 


 


	
   

  	
  GENERAL
  GROWTH PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Adam S. Metz

  
	
   

  	
   

  	
  Name:
  Adam S. Metz

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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
AMENDMENT NO. 2]