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EXHIBIT 10.46
ASSUMPTION AGREEMENT
This
assumption agreement (this "Agreement") is made and entered into
this
19th day of October, 2004 by and between
General Growth Properties, Inc., a
Delaware corporation ("GGP"), and The Rouse
Company, a Maryland corporation
("Rouse") in favor of and for the benefit
of the Holders and the Representatives
referred to below.
WHEREAS,
GGP, Rouse and Red Acquisition LLPC ("Merger Sub") are parties
to
that certain Agreement and Plan of Merger
dated as of August 19, 2004 (the "2004
Merger Agreement") providing for the merger
of Merger Sub with and into Rouse
(the "2004 Merger"), with Rouse as the
surviving corporation in such merger.
WHEREAS,
in 1996 Rouse acquired The Hughes Corporation ("THC") pursuant
to
that certain Agreement and Plan of Merger,
dated as of February 22, 1996 (the
"1996 Merger Agreement"), among Rouse, TRC
Acquisition Company I and THC.
WHEREAS,
in satisfaction of a condition precedent set forth in the 1996
Merger Agreement, Rouse entered into that
certain Contingent Stock Agreement,
effective as of January 1, 1996 (as it has
been or may be amended in accordance
with its terms, the "CSA"), in favor of and
for the benefit of the Holders and
the Representatives (as such terms are
defined in the CSA).
Whereas,
pursuant to Section 7.04(a) of the CSA, Rouse agreed to require
any successor to all or substantially all
of the business and/or assets of Rouse
to expressly assume and agree to perform
the CSA in the same manner and to the
same extent that Rouse would be required to
perform it if no succession took
place.
NOW,
THEREFORE, GGP hereby covenants and agrees as follows:
1.
As of the
Effective Time (as defined in the 2004 Merger Agreement),
GGP, as successor to Rouse, hereby expressly assumes, agrees to
be
bound by and agrees to perform the CSA in the sa
