8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2015

Rouse Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-35278 (Commission File Number) 90-0750824 (IRS Employer Identification No.)

1114 Avenue of the Americas, Suite 2800 New York, New York (Address of principal executive offices) 10036 (Zip Code)

Registrant's telephone number, including area code: (212) 608-5108

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CAR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CAR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CAR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CAR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 29, 2015, Rouse Properties, L.P., the operating partnership (the “Operating Partnership”) of Rouse Properties, Inc. (the “Company”), amended its secured credit agreement, dated as of November 22, 2013 (the “Secured Credit Agreement”), as subsequently amended, among the Operating Partnership, KeyBank National Association, as Administration Agent, and the other agents and lenders named therein, to, among other matters, (i) increase aggregate commitments under the Secured Credit Agreement to $595.0 million, (ii) increase borrowings on a revolving basis from up to $285.0 million to up to $310.0 million, (iii) increase the senior secured term loan from $260.0 million to $285.0 million and (iv) admit The Huntington National Bank as a lender under the Secured Credit Agreement.  On July 6, 2015, the parties further amended the Secured Credit Agreement to, among other matters, revise the definition of “Change of Control”.

The Operating Partnership incurred customary fees in connection with the amendments of the Secured Credit Agreement and related transactions.

Copies of the amendments are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.  The foregoing description of the amendments is qualified in its entirety by reference to Exhibits 10.1 and 10.2.

Reference is made to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 for additional information regarding the terms of the Secured Credit Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance    Sheet Arrangement of a Registrant.

The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K and are incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
10.1	Amendment Regarding Increase, dated as of June 29, 2015, among Rouse Properties, L.P., KeyBank National Association, as Administrative Agent, and the other agents and lenders named therein
10.2	Second Amendment to Secured Credit Agreement, dated as of July 6, 2015, among Rouse Properties, L.P., KeyBank National Association, as Administrative Agent, and the other agents and lenders named therein

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  July 6, 2015	ROUSE PROPERTIES, INC.
	By:	/s/ Susan Elman
		Name: Susan Elman
		Title:   Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment Regarding Increase, dated as of June 29, 2015, among Rouse Properties, L.P., KeyBank National Association, as Administrative Agent, and the other agents and lenders named therein
10.2	Second Amendment to Secured Credit Agreement, dated as of July 6, 2015, among Rouse Properties, L.P., KeyBank National Association, as Administrative Agent, and the other agents and lenders named therein

EX-10.1

Exhibit 10.1

AMENDMENT REGARDING INCREASE

This Amendment Regarding Increase (this “Amendment”) is made as of June 29, 2015, by and among ROUSE PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.

R E C I T A L S

A.           Borrower, Administrative Agent and certain other Lenders have entered into a Secured Credit Agreement dated as of November 22, 2013, as amended by that certain Amendment Regarding Increase dated March 3, 2014 and that certain First Amendment to Secured Credit Agreement dated as of December 29, 2014 (as amended, the “Credit Agreement”).  All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.

B.           Pursuant to the terms of the Credit Agreement, the Lenders agreed to provide the Borrower with a revolving credit facility in an aggregate principal amount of up to $285,000,000.00 and a term credit facility in an aggregate principal amount of $260,000,000.00.  The Borrower and the Administrative Agent on behalf of the Lenders now desire to amend the Credit Agreement in order to, among other things (i) increase the Aggregate Commitment to $595,000,000.00; (ii) increase the Aggregate Line Commitment to $310,000,000.00; (iii) increase the Term Loan Commitment to $285,000,000.00; and (iv) admit of The Huntington National Bank as a “Lender” under the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

1.           The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.

2.           From and after June 29, 2015 (the “Effective Date”), The Huntington National Bank shall be considered as a “Lender” under the Credit Agreement and the Loan Documents, having a Commitment in the amount shown next to its signature on the signature pages of this Amendment.  The Borrower shall, on or before the Effective Date, execute and deliver to each new Lender a Note to evidence the Loans to be made by such Lender.

3.           From and after the Effective Date, the Aggregate Commitment shall equal Five Hundred Ninety-Five Million and No/100ths Dollars ($595,000,000.00).

4.           From and after the Effective Date, the Aggregate Revolving Commitment shall equal Three Hundred Ten Million and No/100ths Dollars ($310,000,000.00).

5.           From and after the Effective Date, the Aggregate Term Commitment shall equal Two Hundred Eighty-Five Million and No/100ths Dollars ($285,000,000.00).

6.           From and after the Effective Date, Schedule 1.1 of the Credit Agreement shall refer to Schedule 1.1 attached hereto and incorporated herein.

7.           For purposes of Section 14.1 of the Credit Agreement (Giving Notice), the address(es) and facsimile number(s) for The Huntington National Bank shall be as specified below its signature on the signature pages of this Amendment.

8.           Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Event of Default, the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects as of the Effective Date with respect to the Loan Parties in existence on the Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date.

9.           The undersigned Guarantors, having executed and joined in this Amendment as shown below, jointly and severally, hereby (i) approve and ratify this Amendment, (ii) confirm that they have previously joined in, or hereby join in, that certain Unconditional Guaranty of Payment and Performance dated as of November 22, 2013 (the "Guaranty"), that they are Guarantors under the Guaranty and that their obligations under the Guaranty will continue in full force and effect and (iii) agree to fully and timely perform each and every obligation of a Guarantor under such Guaranty.

10.         Except as expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.  From and after the date hereof, this Amendment shall constitute one of the “Loan Documents” as such term is defined in the Credit Agreement.  Moreover, from and after the date hereof, the “Credit Agreement” shall refer to the Credit Agreement as amended by this Amendment.

11.         This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.

[Remainder of Page Left Intentionally Blank.]

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

ROUSE PROPERTIES, L.P., a Delaware limited partnership
By:	Rouse GP, LLC, a Delaware limited liability company, its General Partner
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer
	Address: Rouse Properties, Inc. c/o Rouse Properties, L.P. 1114 Avenue of The Americas, Suite 2800 New York, NY 10036 Attn: General Counsel Facsimile No: 212- 575-1386

The undersigned, being all of the Guarantors under that certain Unconditional Guaranty of Payment and Performance dated as of November 22, 2013, hereby consent to the foregoing Second Amendment to Secured Credit Agreement.

ROUSE PROPERTIES, L.P., a Delaware limited partnership
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer
ROUSE PROPERTIES, INC., a Delaware limited a liability corporation
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

BIRCHWOOD MALL, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

CACHE VALLEY, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

SIKES SENTER, LLC, a Delaware limited liability company
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

COLONY SQUARE MALL L.L.C.
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

 

GGP-GATEWAY MALL L.L.C.
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

LANSING ANCHOR ACQUISITION, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

LANSING MALL, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

MALL ST. VINCENT, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

NORTH PLAINS MALL, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

 [SIGNATURES CONTINUED ON NEXT PAGE]

SIERRA VISTA MALL, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

SILVER LAKE MALL, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

SPRING HILL ANCHOR ACQUISITION, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

SPRING HILL MALL L.L.C.
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

 [SIGNATURES CONTINUED ON NEXT PAGE]

THREE RIVERS MALL L.L.C.
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

WESTWOOD MALL, LLC
By:	/s/ John A. Wain
	Name: John A. Wain
	Title:   Chief Financial Officer

WHITE MOUNTAIN MALL, LLC
By:	/s/ John A. Wain
	Authorized Signatory

SOUTHLAND MALL, L.P., a Delaware limited partnership
By:	Southland GP, LLC, a Delaware, its general partner
By:	/s/ Susan Elman
	Name: Susan Elman
	Its:  Executive Vice President, General Counsel and Secretary

SOUTHLAND MALL ANCHOR ACQUISITION, LP, a Delaware limited partnership
By:	Southland Mall Anchor GP, LLC, a Delaware, its general partner
By:	/s/ Susan Elman
	Name: Susan Elman
	Its:  Executive Vice President, General Counsel and Secretary

ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION, individually and as the Administrative Agent
By:	/s/ Sara Smith
	Name: Sara Smith
	Title: Assistant Vice President

Revolving Commitment: $25,000,000.00 Term Commitment:  $25,000,000.00 Total Commitment:  $50,000,000.00 THE HUNTINGTON NATIONAL BANK, national banking association By:           /s/ Florentina Djulvezan                                                   Name: Florentina Djulvezan Title:  Assistant Vice President     The Huntington National Bank 200 Public Square, 7th Floor (CM-17) Cleveland, OH 44114 Attention: Scott Childs Telephone:  (216) 515-6529 Facsimile:  (888) 987-9315 The Huntington National Bank 2361 Morse Road (NC1W26) Columbus, OH 43229 Attention: Denise Arnold Telephone:  (614) 480-2963 Facsimile:  (614) 480-2249

SCHEDULE 1.1

LENDERS AND COMMITMENTS

Name and Address	Revolving Credit Commitment	Revolving Credit Commitment Percentage	Term Loan Commitment	Term Loan Commitment Percentage	Total Allocation	Total  Allocation  Aggregate  Commitment  Percentage
KeyBank National Association 127 Public Square, 8th Floor Cleveland, OH  44114 Attention:  Joshua Mayers Telephone: (216) 689-0213 Facsimile: (216) 689-4997	$39,200,000.00	12.645161%	$40,800,000.00	14.315789%	$80,000,000.00	13.445378%
LIBOR Lending Office Same as Above
Bank of America, N.A. 135 S. LaSalle Street IL4-135-06-11 Chicago, IL 60603 Attention: Asad A. Rafiq Telephone: (312) 828-4116 Facsimile: (312) 992-9767	$39,200,000.00	12.645161%	$40,800,000.00	14.315789%	$80,000,000.00	13.445378%
LIBOR Lending Office Same as Above
Royal Bank of Canada 200 Vesey Street New York, NY 10281-8098 Attention:  Brian Gross Telephone: (212) 266-4047 Facsimile:  (212) 428-6459 Royal Bank of Canada Loans Administration 20 King St W - 4th Fl South Tower, 12th Fl Toronto, ON M5H 1C4 Attention: Mhara Eugenio Telephone: (416) 974-0388 Facsimile (212) 428-2372	$39,300,000.00	12.677419%	$23,200,000.00	8.140351%	$62,500,000.00	10.504200%
LIBOR Lending Office Same as Above
Barclays Bank PLC 745 7th Avenue New York, NY 10019 Attention: Mathew Cybul Telephone:  (212) 526-5851 Facsimile:  (212) 526-5115 Barclays 70 Hudson Street Jersey City, NJ 07302 Attention: US Loan Operations Telephone:  (201) 499-0040 Facsimile:  (972) 535-5728	$39,300,000.00	12.677419%	$23,200,000.00	8.140351%	$62,500,000.00	10.504200%
LIBOR Lending Office Same as Above
U.S. Bank National Association 209 S. LaSalle Street Suite 210 Chicago, IL 60604 Attention: Dennis J. Redpath Telephone: (312) 325-8875 Facsimile: (312) 325-8852	$23,200,000.00	7.483871%	$46,800,000.00	16.421053%	$70,000,000.00	11.764706%
LIBOR Lending Office Same as Above
Fifth Third Bank 222 S Riverside Plaza MD: GRVR3B Chicago, IL  60606 Attention:  Casey Gehrig Telephone (312) 704-6206 Facsimile: (312) 704-7364	$16,600,000.00	5.354839%	$33,400,000.00	11.719298%	$50,000,000.00	8.403361%
LIBOR Lending Office Same as Above
Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue New York, NY  10010 Attention: William O'Daly Telephone: (212) 325-1986 Facsimile: (212) 743-2254	$50,000,000.00	16.129032%	$0.00	0.00000%	$50,000,000.00	8.403361%
LIBOR Lending Office Same as Above
RBS Citizens, N.A. 340 Madison Avenue, 22nd Floor New York, NY 10173 Attention: Jonathan Hirshey Telephone: (203) 897-4019	$13,200,000.00	4.258065%	26,800,000.00	9.403509%	$40,000,000.00	6.722689%
LIBOR Lending Office Same as Above
Credit Agricole CIB 1301 Ave of Americas, 18th Floor New York, NY  10019 Attention: William Knickerbocker Telephone:  (212) 261-3564	$25,000,000.00	8.064516%	$25,000,000.00	8.771930%	$50,000,000.00	8.403361%
LIBOR Lending Office Same as Above
The Huntington National Bank 200 Public Square, 7th Floor (CM-17) Cleveland, OH 44144 Attention: Scott Childs Telephone:  (216) 515-6529	$25,000,000.00	8.064516%	$25,000,000.00	8.771930%	$50,000,000.00	8.403361%
LIBOR Lending Office Same as Above
TOTAL	$310,000,000.00	100.00%	$285,000,000.00	100.00%	$595,000,000.00	100.00%

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO SECURED CREDIT AGREEMENT

This Second Amendment to Secured Credit Agreement (this “Amendment”) is made as of July 6, 2015 (the “Effective Date”), by and among ROUSE PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.

R E C I T A L S

A.           Borrower, Administrative Agent and certain other Lenders have entered into a Secured Credit Agreement dated as of November 22, 2013, as amended by that certain (i) Amendment Regarding Increase dated March 3, 2014, (ii) First Amendment to Secured Credit Agreement dated as of December 29, 2014, and (iii) Amendment Regarding Increase dated as of June 29, 2015 (as amended, the “Credit Agreement”).  All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.

B.           Pursuant to the terms of the Credit Agreement, the Lenders have agreed to provide the Borrower with a revolving credit facility in an aggregate principal amount of up to $310,000,000.00 and a term credit facility in an aggregate principal amount of $285,000,000.00.  The Borrower, the Administrative Agent and the Lenders now desire to amend the Credit Agreement as more particularly set forth herein.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

1.           The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.

2.           From and after the Effective Date, clause (b) of the definition of the term “Change of Control” shall be deleted into its entirety and replaced with the following:

“(b)           during any period of twelve (12) consecutive months ending after the date of this Agreement, individuals who at the beginning of any such twelve (12) month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office.”

3.           From and after the Effective Date, the phrase “Preferred Distributions” now appearing in clause (c) of the definition of “Fixed Charges” shall be deleted and the following shall be substituted therefor:  “Preferred Dividends”.

4.           From and after the Effective Date, the definition of “Unmatured Default” shall be deleted in its entirety.

5.           From and after the Effective Date, the two (2) references to the phrase “by noon (Eastern time)” in Section 2.18 of the Credit Agreement shall be deleted and the following shall be substituted therefor: “by 2:00 p.m. (Eastern time)”.

6.           From and after the Effective Date, the penultimate sentence in Section 3.1(a) of the Credit Agreement shall be deleted and the following shall be substituted therefor:

“Subject to the foregoing, all payments made to the Administrative Agent on behalf of the Lenders, and actually received by the Administrative Agent on or before 2:00 p.m. (Eastern time) of such day, shall be deemed received by the Lenders on the date actually received by the Administrative Agent, and any sums actually received by the Administrative Agent after 2:00 p.m. (Eastern time) of such day, shall be deemed received by the Lenders on the next day.”

7.           From and after the Effective Date, the phrase “, liquidity” shall be inserted immediately following the word “special deposit” in Section 3.5(b) of the Credit Agreement.

8.           From and after the Effective Date, the first sentence contained in Section 3.6 of the Credit Agreement shall be deleted and the following shall be substituted therefor:

“If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender  is increased as a result of a Change (as hereinafter defined), then, within fifteen (15) days after demand by such Lender, which shall include a description of the nature of the Change and the method used by such Lender to determine the amount of such increase, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy and liquidity).” 

9.           The first and second sentence contained in the grammatical paragraph immediately following the Applicable Margin pricing chart Contained in Exhibit L to the Credit Agreement shall be deleted and the following shall be substituted therefor:

“The initial Applicable Margin shall be at Pricing Level 3.  The initial Applicable Margin shall not be adjusted based upon the Leverage Ratio, if at all, until the first day of the first month following the delivery by the Borrower to the Administrative Agent of the Compliance Certificate after the end of a fiscal quarter.” 

10.           Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Event of Default, the representations and warranties contained in Article VI of the

Credit Agreement are true and correct in all material respects as of the Effective Date with respect to the Loan Parties in existence on the Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date.

11.           The undersigned Guarantors, having executed and joined in this Amendment as shown below, jointly and severally, hereby (i) approve and ratify this Amendment, (ii) confirm that they have previously joined in, or hereby join in, that certain Unconditional Guaranty of Payment and Performance dated as of November 22, 2013 (the "Guaranty"), that they are Guarantors under the Guaranty and that their obligations under the Guaranty will continue in full force and effect and (iii) agree to fully and timely perform each and every obligation of a Guarantor under such Guaranty.

12.           Except as expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.  From and after the date hereof, this Amendment shall constitute one of the “Loan Documents” as such term is defined in the Credit Agreement.  Moreover, from and after the date hereof, the “Credit Agreement” shall refer to the Credit Agreement as amended by this Amendment.

13.           This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.

[Remainder of Page Left Intentionally Blank.]

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

ROUSE PROPERTIES, L.P., a Delaware limited partnership
By:	Rouse GP, LLC, a Delaware limited liability company, its General Partner
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary
	Address: Rouse Properties, Inc. c/o Rouse Properties, L.P. 1114 Avenue of The Americas, Suite 2800 New York, NY 10036 Attn: General Counsel Facsimile No: 212- 575-1386

The undersigned, being all of the Guarantors under that certain Unconditional Guaranty of Payment and Performance dated as of November 22, 2013, hereby consent to the foregoing Second Amendment to Secured Credit Agreement.

ROUSE PROPERTIES, L.P., a Delaware corporation
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary
ROUSE PROPERTIES, INC., a Delaware limited a liability company
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

[SIGNATURES CONTINUED ON NEXT PAGE]

BIRCHWOOD MALL, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

CACHE VALLEY, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

COLONY SQUARE MALL L.L.C.
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

[SIGNATURES CONTINUED ON NEXT PAGE]

 

GGP-GATEWAY MALL L.L.C.
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

LANSING ANCHOR ACQUISITION, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

LANSING MALL, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

MALL ST. VINCENT, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

NORTH PLAINS MALL, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

 [SIGNATURES CONTINUED ON NEXT PAGE]

SIERRA VISTA MALL, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

SILVER LAKE MALL, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

SPRING HILL ANCHOR ACQUISITION, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

SPRING HILL MALL L.L.C.
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

 [SIGNATURES CONTINUED ON NEXT PAGE]

THREE RIVERS MALL L.L.C.
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

WESTWOOD MALL, LLC
By:	/s/ Susan Elman
	Name: Susan Elman
	Title:   EVP, General Counsel and Secretary

WHITE MOUNTAIN MALL, LLC
By:	/s/ Susan Elman
	Authorized Signatory

SOUTHLAND MALL, L.P., a Delaware limited partnership
By:	Southland GP, LLC, a Delaware, its general partner
By:	/s/ Susan Elman
	Name: Susan Elman
	Its:  EVP, General Counsel and Secretary

SOUTHLAND MALL ANCHOR ACQUISITION, LP, a Delaware limited partnership
By:	Southland Mall Anchor GP, LLC, a Delaware, its general partner
By:	/s/ Susan Elman
	Name: Susan Elman
	Its:  EVP, General Counsel and Secretary

ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION, individually and as the Administrative Agent
By:	/s/ Sara Smith
	Name: Sara Smith
	Title: Assistant Vice President

BANK OF AMERICA, N.A., individually and as Co-Syndication Agent
By:	/s/ Asad A. Rafiq
	Name: Asad A. Rafiq
	Title:   Vice President

ROYAL BANK OF CANADA, individually and as Co-Syndication Agent
By:	/s/ Rina Kansagra
	Name: Rina Kansagra
	Title:   Authorized Signatory

BARCLAYS BANK PLC
By:	/s/ Daniel Hunter
	Name: Daniel Hunter
	Title:   Assistant Vice President

U.S. BANK NATIONAL ASSOCIATION, a national banking association, individually and as Co- Documentation Agent
By:	/s/ Dennis J. Redpath
	Name: Dennis J. Redpath
	Title:   Senior Vice President

FIFTH THIRD BANK, an Ohio Banking Corporation
By:	/s/ Thomas Jeffery
	Name: Thomas Jeffery
	Title:   Senior Vice President

CITIZENS BANK NATIONAL ASSOCIATION (FKA) RBS CITIZENS, N.A.
By:	/s/ Samuel A. Bluso
	Name: Samuel A. Bluso
	Title:   Senior Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Bill O’Daly
	Name: Bill O’Daly
	Title:   Authorized Signatory

By:	/s/ Sean MacGregor
	Name: Sean MacGregor
	Title:   Authorized Signatory

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Dominique Fournier
	Name: Dominique Fournier
	Title:   Managing Director

By:	/s/ Jason Chrein
	Name: Jason Chrein
	Title:   Managing Director

THE HUNTINGTON NATIONAL BANK, national banking association

By:           /s/ Florentina Djulvezan                                                  

Name: Florentina Djulvezan

Title:  Assistant Vice President

The Huntington National Bank

200 Public Square, 7th Floor (CM-17)

Cleveland, OH 44114

Attention: Scott Childs

Telephone:  (216) 515-6529

Facsimile:  (888) 987-9315

The Huntington National Bank

2361 Morse Road (NC1W26)

Columbus, OH 43229

Attention: Denise Arnold

Telephone:  (614) 480-2963

Facsimile:  (614) 480-2249