Exhibit
10.5


 


Execution
Version


 


WAIVER AGREEMENT


 


WAIVER AGREEMENT (this “Waiver Agreement”), dated as
of May 7, 2010, by and between General Growth Properties, Inc., a
Delaware corporation (“GGP”),
and Pershing Square Capital Management, L.P. (“PSCM”), for itself and 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”). 
All capitalized terms used in this Waiver Agreement which are not herein
defined shall have the same meanings ascribed to them in the Agreement (as
defined herein).


 


WHEREAS, GGP, PSCM and the Purchasers are each a party to
that certain Stock Purchase Agreement, dated as of March 31, 2010 (the “Original
Agreement”), as amended by that certain Amendment No. 1 to Stock
Purchase Agreement, dated as of May 3, 2010 (the “Amendment”; the
Original Agreement, as amended by the Amendment, the “Agreement”);


 


WHEREAS, GGP has requested PSCM, and PSCM has agreed
(subject to certain conditions below), to waive PSCM’s right to receive certain
Warrants under the Agreement;


 


WHEREAS, on May 7, 2010, the Bankruptcy Court entered
the Approval Order, which reflected PSCM’s agreement to waive its right to
receive the Warrants;


 


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


 


1.               Waiver
of Warrants.  PSCM hereby
irrevocably waives and relinquishes its right to receive (or have GGP issue and
deliver) the Warrants under Section 5.2 of the Agreement, and agrees, on
behalf of the Purchasers, that the failure to receive those Warrants shall not
be deemed a breach of any representation or a failure to satisfy any condition
in, or give rise to any right to terminate, the Agreement.  For the avoidance of doubt, Sections
11.1(b)(iii), 11.1(b)(iv), 11.1(b)(vi) and 11.1(b)(xi) of the Agreement
shall be construed as though the Warrants had been issued as of the date
hereof.


 


2.               Continuation
of Rights and Obligations.  Except as modified hereby, the
rights and obligations of the parties under the Agreement, including, without
limitation, the right of the Purchasers to receive the New Warrants and the GGO
Warrants, shall remain in full force and effect and shall not be modified
hereby.


 


3.               Governing
Law.  THIS WAIVER AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK.


 

















 


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


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the undersigned have caused this
Waiver Agreement 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.

  
	
   

  	
  For
  itself and 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 WAiver AGREEMENT]