Exhibit 10(dd)
THIRD AMENDMENT
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THIRD AMENDMENT, dated as of June 11, 2001 (this "Amendment"), to
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the Term Loan Agreement, dated as of July 31, 2000 (such Loan Agreement, as
amended, supplemented or otherwise modified from time to time, the "Loan
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Agreement"), among GGP LIMITED PARTNERSHIP, a Delaware limited partnership (the
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"Partnership"), GGPLP L.L.C., a Delaware limited liability company (together
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with the Partnership, the "Borrower"), the institutions from time to time
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parties to the Loan Agreement as Lenders (the "Lenders"), BANKERS TRUST COMPANY,
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a New York banking corporation, as a Lender and as administrative agent for the
Lenders (in such capacity, the "Administrative Agent") and XXXXXX COMMERCIAL
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PAPER INC., as a Lender and as syndication agent for the Lenders (in such
capacity, the "Syndication Agent" and, together with the Administrative Agent,
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the "Co-Agents").
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W I T N E S S E T H:
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WHEREAS, the Borrower and the Lenders have agreed to amend
certain provisions of the Loan Agreement upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration the receipt of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. All terms defined in the Loan Agreement shall
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have such defined meanings when used herein unless otherwise defined herein.
2. Amendment to Section 10.12(i) (Certain Liens). Section
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10.12(i) of the Loan Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following new Section 10.12(i):
"(i) Certain Liens. None of the Borrower, GGP, Inc. or any of the
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Affiliates which are controlled by them, respectively, will encumber with
any Lien any stock, partnership interest, joint venture interest,
membership interest, beneficial interest or other equity interest in any
corporation, partnership, joint venture, limited liability company, trust
or other entity that (i) owns any of the respective Property, or (ii) is a
direct or indirect shareholder, partner, joint venturer, member,
beneficiary or other type of equity holder in any entity described in
clause (i) above; provided, however, that the foregoing prohibition shall
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not apply with respect to any of the encumbrances existing on the date
hereof set forth in Schedule 10.12 hereto; and provided further; that the
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prohibition set forth in this subsection (i) shall not apply as to any such
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corporation, partnership, joint venture, limited liability company, trust
or other entity which owns Property with respect to which (A) the
Loan-to-Value Ratio as to all Secured Indebtedness for borrowed money
related to such Property, in the aggregate, after giving effect to such
encumbrance, is not greater than sixty-five percent (65%) and (B) the
Loan-to-Value ratio as to that portion of such Secured Indebtedness which
is secured by such a Lien encumbering any stock, partnership interest,
joint venture interest, membership interest, beneficial interest or other
equity interest is not greater than fifteen
percent (15%); and provided further that the prohibition set forth in
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this subsection (i) shall not apply as to any such encumbrance granted
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to secure Indebtedness related to any Property or asset of such
corporation, partnership, joint venture, limited liability company,
trust or other entity, if such encumbrance secures a construction loan
and the Loan-to-Value Ratio with respect to all Indebtedness relating
to the construction in question does not exceed seventy-five percent
(75%), or would not exceed such Loan-to-Value Ratio, but for the
applicability of unusually onerous stamp, transfer or recording taxes
and fees in connection with such encumbrance; and provided further
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that the prohibition set forth in this subsection (i) shall not apply
as to any such encumbrance of equity interests in Minority Holdings in
favor of holders(s) of the remaining equity interests in such Minority
Holdings to secure obligations under the applicable Organizational
Documents of such Minority Holdings.".
3. Representations; No Default. On and as of the date hereof,
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and after giving effect to this Amendment, (i) the Borrower certifies that no
Default or Event of Default has occurred which is continuing, and (ii) the
Borrower confirms, reaffirms and restates that the representations and
warranties set forth in Article VII of the Loan Agreement and in the other Loan
Documents to which it is a party are true and correct in all material respects,
provided that the references to the Loan Agreement therein shall be deemed to be
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references to this Amendment and to the Loan Agreement as amended by this
Amendment.
4. Conditions to Effectiveness. This Amendment shall become
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effective on and as of the date that:
(a) the Administrative Agent shall have received counterparts of
this Amendment, duly executed and delivered by a duly authorized
officer of the Borrower and the Requisite Lenders; and
(b) the Administrative Agent shall have received an executed
Acknowledgment and Consent, in the form set forth at the end of this
Amendment, from GGP, Inc.
5. Limited Consent and Amendment. Except as expressly amended
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herein, the Loan Agreement shall continue to be, and shall remain, in full force
and effect. This Amendment shall not be deemed to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Loan
Agreement or any other Loan Document or to prejudice any other right or rights
which the Co-Agents or the Lenders may now have or may have in the future under
or in connection with the Loan Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.
6. Counterparts. This Amendment may be executed by one or more
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of the parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
GGP LIMITED PARTNERSHIP, as Borrower
By: GENERAL GROWTH PROPERTIES, INC.,
its sole general partner
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
GGPLP L.L.C., as Borrower
By: GGP LIMITED PARTNERSHIP,
its sole managing member
By: GENERAL GROWTH PROPERTIES, INC.,
its sole general partner
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
BANKERS TRUST COMPANY,
as Administrative Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Director
XXXXXX COMMERCIAL PAPER INC.,
as Syndication Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH,
as a Lender
By: /s/ Xxxxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxxxxx Xxxxx Xxxxxx X. Xxxxx
Title: Associate Director Managing Director
FLEET NATIONAL BANK, as a Lender
By: [Executed by Authorized Signatory]
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Name:
Title:
THE CHASE MANHATTAN BANK, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
COMERICA BANK, as a Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The undersigned party to the Guaranty, dated as of July 31, 2000 and as
amended, supplemented or otherwise modified from time to time, made by the
undersigned in favor of Bankers Trust Company, as Administrative Agent, for the
benefit of the Lenders, hereby (a) consents to the transactions contemplated by
the foregoing Third Amendment and (b) acknowledges and agrees that the
guarantees contained in the Guaranty are, and shall remain, in full force and
effect after giving effect to such Amendment and all prior modifications to the
Loan Agreement.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
