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EXHIBIT 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (this "Amendment"), dated as of November 10, 1999, between
General Growth Properties, Inc., a Delaware corporation (the "Company"), and
Norwest Bank Minnesota, N.A. (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement, dated as of November 18, 1998 (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 as provided herein prior to the Company entering into the
Homart II Agreement (as defined below).
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.
2.1 Section 1 of the Rights Agreement shall be amended as follows:
(a) The definition of "Acquiring Person" shall be amended by inserting
a new clause in line 22 of such definition before the phrase "plus 1%", which
new clause shall read in its entirety as follows:
and upon the sale of all of the Class B Units of GGP/Homart II
L.L.C., a Delaware limited liability company, Beneficially Owned by
such Homart Holder in exchange for Common Shares pursuant to the
terms of, and subject to the restrictions contained in, the
Operating Agreement of GGP/Homart II L.L.C., as the same may be
amended from time to time (the "Homart II Agreement"), to be
entered into by and among GGP/Homart II L.L.C., GGP Limited
Partnership, a Delaware limited partnership
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(the "Partnership"), and the other parties to be listed on the
signature pages thereof,"
(b) The definition of "Acquiring Person" shall be further amended by
inserting a new sentence in line 28 before the word "Notwithstanding", which
sentence shall read in its entirety as follows:
For purposes of this Agreement, a Homart Holder will at all times
be deemed to Beneficially Own the Common Shares issuable upon: the
exchange of all of the shares of Class B Common Stock of
GGP/Homart, Inc. Beneficially Owned by such Homart Holder for
Common Shares pursuant to the Homart Agreement and the sale of all
of the Class B Units of GGP/Homart II L.L.C. Beneficially Owned by
such Homart Holder in exchange for Common Shares pursuant to the
Homart II Agreement.
(c) The definition of "Grandfathered Stockholders" shall be amended by
deleting clause (ii) thereof and inserting a new clause (ii) which shall read in
its entirety as follows: "(ii) the Comptroller of the State of New York as
Trustee of the Common Retirement Fund and the Affiliates and Associates of such
Trustee or Fund (each, a "Homart Holder")."
2.2 Section 3 of the Rights Agreement shall be amended by adding a
subparagraph (d) thereto which shall read in its entirety as follows:
(d) On the Distribution Date, proper provision shall be
made by the Company in order to provide holders ("Unitholders"),
other than the Company, of partnership units ("Units") of the
Partnership, with such number of Rights, represented by Right
Certificates, as would have been issued to such Unitholders upon
receipt of Common Shares if such Unitholder's Units had been
redeemed immediately prior to such Distribution Date and the
purchase price therefor had been paid in the form of Common Shares
pursuant to the terms and conditions of Redemption Rights
Agreements or similar agreements among the Unitholders (or
transferor Unitholders), the Company and/or the Partnership
relating, inter alia, to the redemption or exchange of Units, and
such Unitholders shall thereafter have all of the rights,
privileges, benefits and obligations with respect to such Rights as
are
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provided for herein with respect to holders of Common Shares.
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.
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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/ Xxxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
___________________________________ _______________________________
Name: Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxxxxx
Title: Secretary Title: Executive Vice President
Attest: NORWEST BANK MINNESOTA, N.A.
/s/ Xxxxx X. XxxXxxx By: /s/ Xxxxxxx X. Xxxxxxx
___________________________________ ________________________________
Name: Xxxxx X. XxxXxxx Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President Title: Vice President
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