Exhibit
10.1


 


Execution
Version


 


AMENDMENT NO. 2 TO CORNERSTONE INVESTMENT AGREEMENT


 


AMENDMENT NO. 2 (this “Amendment”), dated as of May 7,
2010, to the Cornerstone Investment Agreement, dated as of March 31, 2010
(the “Agreement”), by and between General Growth Properties, Inc.,
a Delaware corporation (“GGP”), and REP Investments LLC, a Delaware
limited liability company (together with its permitted assigns, “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 Investors;


 


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


 


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 5.2.  Section 5.2 of the Agreement, as amended
and restated on May 3, 2010 by Amendment No. 1 to the Agreement, is
hereby amended such that the initial purchase price per share at which the
holder of each New Warrant is entitled to purchase one (1) share of New
Common Stock shall be increased from $10.50 to $10.75.


 


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

  



 


 


	
   

  	
  REP
  INVESTMENTS 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:

  	
  /s/
  Karen Ayre

  
	
   

  	
   

  	
   

  	
  Name:
  Karen Ayre

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Moshe Mandelbaum

  
	
   

  	
   

  	
   

  	
  Name:
  Moshe Mandelbaum

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


[SIGNATURE PAGE TO
AMENDMENT NO. 2]