NOT
ADVERSELY AFFECT THE INTERESTS OF ANY HOLDER.
(B)
IN ADDITION TO THE FOREGOING, WITH THE CONSENT OF THE
SUPERMAJORITY HOLDERS, THE COMPANY AND THE WARRANT AGENT MAY MODIFY THIS
AGREEMENT FOR THE PURPOSE OF ADDING ANY PROVISIONS TO OR CHANGING IN ANY MANNER
OR ELIMINATING ANY OF THE PROVISIONS OF THIS WARRANT AGREEMENT OR MODIFYING IN
ANY MANNER THE RIGHTS OF THE HOLDERS HEREUNDER; PROVIDED, HOWEVER, THAT NO
MODIFICATION EFFECTING THE TERMS UPON WHICH THE WARRANTS ARE EXERCISABLE,
REDEEMABLE OR TRANSFERABLE, OR REDUCTION IN THE PERCENTAGE REQUIRED FOR CONSENT
TO MODIFICATION OF THIS AGREEMENT, MAY BE MADE WITHOUT THE CONSENT OF EACH
HOLDER AFFECTED THEREBY.
12.12
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE SEVERAL ARTICLES AND
SECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE AND SHALL NOT CONTROL OR
AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF.
12.13
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL,
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. IN THE EVENT OF
ANY CONFLICT, DISCREPANCY, OR AMBIGUITY BETWEEN THE TERMS AND CONDITIONS
CONTAINED IN THIS AGREEMENT AND ANY SCHEDULES OR ATTACHMENTS HERETO, THE TERMS
AND CONDITIONS CONTAINED IN THIS AGREEMENT SHALL TAKE PRECEDENCE.
12.14
SPECIFIC PERFORMANCE.
THE PARTIES SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE OF THE TERMS OF THIS AGREEMENT.
EACH OF THE PARTIES HERETO HEREBY
WAIVES (I) ANY DEFENSES IN ANY ACTION FOR SPECIFIC PERFORMANCE, INCLUDING THE
DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE AND (II) ANY REQUIREMENT UNDER
ANY LAW TO POST A BOND OR OTHER SECURITY AS A PREREQUISITE TO OBTAINING
EQUITABLE RELIEF.
[signature page follows]
42
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.
GENERAL GROWTH PROPERTIES, INC.
By:
Name:
Title:
MELLON INVESTOR SERVICES LLC,
as Warrant Agent
By:
Name:
Title:
43
EXHIBIT A
FORM OF FACE OF WARRANT CERTIFICATE
THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SECURITIES MAY BE
OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH
ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF
THE WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF [
], 2010 BETWEEN
GENERAL GROWTH PROPERTIES, INC. (THE "COMPANY") AND
, WARRANT AGENT. A COPY OF SUCH
WARRANT AND REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE
COMPANY.
WARRANTS TO PURCHASE COMMON STOCK
OF GENERAL GROWTH PROPERTIES, INC.
No.
Certificate for
Warrants
This certifies that [HOLDER] , or registered assigns, is the registered holder
of the number of Warrants set forth above. Each Warrant entitles the holder
thereof (a "Holder"), subject to the provisions contained herein and in the
Warrant and Registration Rights Agreement referred to below, to purchase from
GENERAL GROWTH PROPERTIES, INC. (the "Company"), a number of shares of