Exhibit 4.6


 


SECOND AMENDMENT
TO RIGHTS AGREEMENT


 


SECOND AMENDMENT
(this “Amendment”), dated as of December 31, 2001, between General Growth
Properties, Inc., a Delaware corporation (the “Company”), and Mellon
Investor Services LLC, successor to Norwest Bank Minnesota, N.A. (the “Rights
Agent”).


 


WITNESSETH:


 


WHEREAS, the
Company and the predecessor Rights Agent entered into the Rights Agreement,
dated as of November 18, 1998, as amended by the First Amendment to Rights
Agreement (the “First Amendment”), dated as of November 10, 1999 (as so
amended, the “Rights Agreement”);


 


WHEREAS, pursuant
to Section 27 of the Rights Agreement, the Company may from time to time
supplement or amend the Rights Agreement in accordance with the provisions of
such Section; and


 


WHEREAS, the Board
of Directors of the Company has determined that it is in the best interests of
the Company and its shareholders that the Rights Agreement be amended in
connection with the appointment of the successor Rights Agent.


 


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


 


Section 1.
Definitions. Capitalized terms used herein without definition shall have the
meanings specified in the Rights Agreement.


 


Section 2. Amendments.
The Rights Agreement shall be amended as follows:


 


(a) The first
sentence of Section 2 of the Rights Agreement shall be amended by deleting
the following phrase from lines three through five thereof: “and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares)”.


 


(b) Section 3(c) of
the Rights Agreement shall be amended by (i) inserting the word “substantially”
in line seven before the phrase “the following”, (ii) inserting the phrase
“(or any successor thereto)” in line five of the legend set forth in the first
sentence of such Section after the term “N.A.” and before the comma, and (iii) inserting
the phrase “as amended,” inside the parenthetical set forth in line six of such
legend before the word “the”.


 


(c) Section 19
of the Rights Agreement shall be amended by (i) deleting the word “corporation”
in lines two, four, six and eleven of such Section and inserting in lieu
thereof the word “Person” and (ii) inserting the phrase “or stockholder
services” in line seven of such Section after the phrase “corporate trust”.


 


(d) Section 20(c) of
the Rights Agreement shall be amended and restated to read in its entirety as
follows:


 

















 


The Rights Agent shall
be liable hereunder only for its own gross negligence, bad faith or willful
misconduct (as finally determined by a court of competent jurisdiction).
Anything herein to the contrary notwithstanding, in no event shall the Rights
Agent be liable for special, punitive, indirect, consequential or incidental
damage or loss of any kind whatsoever (including, but not limited to, lost
profits).


 


(e) Section 21
of the Rights Agreement shall be amended by (i) deleting the word “corporation”
in line twenty-three of such Section and inserting in lieu thereof the
word “Person” and (ii) inserting the phrase “or stock transfer” in line
twenty-seven of such Section after the phrase “corporate trust”.


 


(f) Section 26
of the Rights Agreement shall be amended by (i) deleting the name and
address of the notice party set forth in the first sentence of such Section and
inserting in lieu thereof:


 


General Growth
Properties, Inc.


110 North Wacker
Drive


Chicago,
Illinois  60606


 


Attention:  Corporate Secretary


 


and (ii) deleting
the name and address of the notice party set forth in the second sentence of
such Section and inserting in lieu thereof:


 


Mellon Investor
Services LLC


150 North Wacker
Drive


Suite 2120


Chicago,
Illinois  60606


 


Attention:
Relationship Manager


 


with a copy to:


 


Mellon Investor
Services LLC


85 Challenger Road


Ridgefield Park,
NJ  07660


 


Attention: General
Counsel


 


(g) The last
sentence of Section 27 of the Rights Agreement shall be amended and
restated to read in its entirety as follows:


 


Any supplement or amendment
authorized by this Section 27 will be evidenced by a writing signed by the
Company and the Rights Agent; provided, however, that notwithstanding anything
herein to the contrary, the Rights Agent shall have no duty to sign


 

















 


any such
supplement or amendment which changes or increases the Rights Agent’s rights,
duties, liabilities or obligations hereunder.


 


Section 3.
Governing Law. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.


 


Section 4.
Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.


 


Section 5.
Ratification. Except as expressly provided herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and confirmed in all respects and shall
continue in full force and effect.


 


[Remainder of Page Intentionally
Left Blank]


 

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
their respective corporate seals to be hereunder affixed and attested, all as
of the day and year first above written.


 


 


	
  Attest:

  	
   

  	
  GENERAL GROWTH PROPERTIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Marshall E. Eisenberg

  	
   

  	
  By:

  	
  /s/ Bernard Freibaum

  
	
  Name: Marshall E. Eisenberg

  	
   

  	
   

  	
  Name: Bernard Freibaum

  
	
  Title: Secretary

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  MELLON INVESTOR SERVICES LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Kenneth V. Franke

  	
   

  	
  By:

  	
  /s/ Susan R. Hogan

  
	
  Name: Kenneth V. Franke

  	
   

  	
   

  	
  Name: Susan R. Hogan

  
	
  Title: Vice President

  	
   

  	
   

  	
  Title: Vice President