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CREDIT AGREEMENT AMENDMENT
dated as of
January 15, 1998
among
WESTFIELD AMERICA INC.,
as Borrower
and
COMMONWEALTH BANK OF AUSTRALIA
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,
as Co-Agents
and
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH,
as Documentary Agent
and
NATIONAL AUSTRALIA BANK LIMITED,
NEW YORK BRANCH,
as Administrative Agent
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CREDIT AGREEMENT AMENDMENT, dated as of January 15, 1998, among
WESTFIELD AMERICA INC., a Missouri corporation (the "Borrower"), NATIONAL
AUSTRALIA BANK LIMITED, COMMONWEALTH BANK OF AUSTRALIA, AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED and UNION BANK OF SWITZERLAND (collectively,
the "Lenders"), COMMONWEALTH BANK OF AUSTRALIA and AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED, as Co-Agents (the "Co-Agents"), UNION BANK OF
SWITZERLAND, as Documentary Agent (the "Documentary Agent") and NATIONAL
AUSTRALIA BANK LIMITED, NEW YORK BRANCH, as Administrative Agent for the
Lenders (the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Co-Agents, the Documentary Agent
and the Administrative Agent are parties to a Credit Agreement dated as of
May 30, 1997 (the "Credit Agreement") pursuant to which the Lenders have
severally committed to make Loans to the Borrower on a revolving basis and to
participate in Letters of Credit issued for the account of the Borrower, up
to an aggregate limit of $600,000,000 (the "Total Commitment"); and
WHEREAS, the Borrower has requested the Lenders to increase the Total
Commitment under the Credit Agreement to $800,000,000 as hereinafter
provided; and
WHEREAS, the Lenders are willing so to increase the Total Commitment and
their respective Commitments, on the terms and conditions provided herein; and
WHEREAS, capitalized terms used herein which are defined in the Credit
Agreement have the meanings herein ascribed to them in the Credit Agreement.
NOW, THEREFORE, the parties agree as follows:
1. The term "Commitment" as defined in Section 1.01 (c) of the Credit
Agreement is hereby amended to mean with respect to each Lender the amount
set forth opposite such Lender's name under the heading "Commitment" on
Schedule 1 to this Credit Agreement Amendment, or in the relevant Assignment
and Acceptance, as such amount may be reduced from time to time pursuant to
Section 2.03 of the Credit Agreement.
2. The Borrower represents and warrants to the Lenders (a) that the
representations and warranties of the Borrower set forth in Article V of the
Credit Agreement (except to the extent that any representation or warranty
speaks as of a date certain) are true and correct in all material respects on
the date of this Credit Agreement Amendment with the same effect as though
such representatives and warranties were made on such date and (b) that no
Default or Event of Default has occurred and is continuing as of the date of
this Credit Agreement Amendment.
3. The increase in the Commitments provided for herein shall be
effective upon the satisfaction of the following conditions:
(a) The Administrative Agent shall have received counterparts of this
Credit Agreement Amendment duly executed and delivered by each of the
Lenders and the Borrower.
(b) The Administrative Agent shall have received letters from each of
the Guarantors substantially in the form of Exhibit A hereto (the
"Guarantee Confirmations") duly executed by each of the Guarantors.
(c) The Administrative Agent shall have received from counsel to the
Borrower and each of the Guarantors opinions in form satisfactory to the
Administrative Agent as to the authorization, execution and delivery of
this Credit Agreement Amendment and the Guarantee Confirmations and the
enforceability of the Credit Agreement and the Guarantees, as amended
hereby and by the Guarantee Confirmations.
(d) The Administrative Agent shall have received copies of resolutions
of the Borrower and each of the Guarantors authorizing the execution,
delivery and performance of this Credit Agreement Amendment and the
Guarantee Confirmations.
(e) The Administrative Agent shall have received Notes duly executed by
the Borrower in favor of each of the Lenders in the principal amounts of
their respective Commitments, as increased hereby.
(f) The Administrative Agent shall have notified the Borrower and each
of the Lenders that the conditions described in clauses (a) through (e)
above have been satisfied.
4. Except as amended hereby, the Credit Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
5. THIS CREDIT AGREEMENT AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
6. This Credit Agreement Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement
Amendment to be duly executed as of the date first above written.
WESTFIELD AMERICA INC.
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer and
Treasurer
NATIONAL AUSTRALIA BANK LIMITED,
NEW YORK BRANCH (ACN 0014 044 937),
as Administrative Agent and Lender
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice President
COMMONWEALTH BANK OF AUSTRALIA,
as Co-Agent and a Lender
By: /s/ X. Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED,
as Co-Agent and a Lender
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: First Vice President
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH, as
Documentary Agent and a Lender
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
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Schedule 1
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Lenders and Commitments
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Lender Commitment Address for Notices
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National Australia Bank Limited $333,333,333 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attn: Xxxx Xxxxx
Commonwealth Bank of Australia $200,000,000 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attn: Xxxxxxxxx X. Xxxxxx
Australia and New Zealand Banking $200,000,000 1177 Avenue of the Americas
Group Limited Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attn: Xxxxxxx Xxxxxxxxxxx
Union Bank of Switzerland $ 66,666,667 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attn: Department Head,
Commercial Real Estate
Finance
Exhibit A
[Date]
To: National Australia Bank Limited,
Commonwealth Bank of Australia,
Australia and New Zealand Banking Group Limited
Union Bank of Switzerland
c/o National Australia Bank Limited, as Agent
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: CREDIT AGREEMENT, dated as of May 30, 1997 (the "Credit
Agreement"), among WESTFIELD AMERICA INC., a Missouri
corporation (the "Borrower"), NATIONAL AUSTRALIA BANK LIMITED,
COMMONWEALTH BANK OF AUSTRALIA, AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED and UNION BANK OF SWITZERLAND
(collectively, the "Lenders"), COMMONWEALTH BANK OF AUSTRALIA
AND AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as
Co-Agents, UNION BANK OF SWITZERLAND, as Documentary Agent,
and NATIONAL AUSTRALIA BANK LIMITED, NEW YORK BRANCH, as
Administrative Agent for the Lenders (the "Agent").
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Gentlemen:
The undersigned (the "Guarantor"), as a Guarantor under and as
defined in the Credit Agreement referred to above, has delivered to the Agent
its Guarantee dated as of ___________, 1997 (the "Guarantee" and referred to
in the Credit Agreement as a "Cross Guarantee") in favor of the Agent and the
Lenders as to the obligations of the Borrower in respect of the Loans, the
L/C obligations and the other obligations of the Borrower under the Credit
Agreement. The Guarantor understands and acknowledges that the Total
Commitment under the Credit Agreement has been increased from $600,000,000 to
$800,000,000 pursuant to a Credit Agreement Amendment dated as of January 15,
1998 (the "Amendment"). The Guarantor hereby confirms to the Agent and the
Lenders that the Guarantee remains in effect in accordance with its terms and
that term "Guaranteed Obligations" in the Guarantee refers to the obligations
of the Borrower in respect of the Loans, the L/C Obligations and other
obligations of the Borrower under the Credit Agreement, as modified by the
Amendment.
Very truly yours,
[name of Guarantor]
By:
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Name:
Title:
