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Exhibit 10(tt)
FIRST AMENDMENT
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FIRST AMENDMENT, dated as of June 7, 2001 (this "Amendment"), to the
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Revolving Credit Agreement, dated as of January 30, 2001 (such Revolving Credit
Agreement, as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among GENERAL GROWTH MANAGEMENT, INC., a Delaware
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corporation (the "Corporation"), GGPLP L.L.C., a Delaware limited liability
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company (together with the Corporation, the "Borrower"), the institutions from
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time to time parties to the Credit Agreement as Lenders (the "Lenders"), BANK OF
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AMERICA, N.A., as a Lender and as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and U.S. BANK NATIONAL ASSOCIATION, as a
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Lender and as syndication agent for the Lenders (in such capacity, the
"Syndication Agent" and, together with the Administrative Agent, the
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"Co-Arrangers").
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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 Credit 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 Credit Agreement shall have such
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defined meanings when used herein unless otherwise defined herein.
2. Amendment to Section 10.13(i) (Certain Liens). Section 10.13(i) of the
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Credit Agreement hereby is deleted and the following is inserted in lieu
thereof:
10.13 (i) Certain Liens. None of the Company, the Partnership or GGP, Inc.
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nor any of their respective Affiliates 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 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,
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however, that the foregoing prohibition shall not apply with respect to any of
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the encumbrances existing on the date hereof set forth in Schedule 10.13
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hereto; and provided further; that the prohibition set forth in this
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subsection (i) shall not apply as to any such 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
2
percent (15%); and provided further that the prohibition set forth in this
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subsection (i) shall not apply as to any such encumbrance granted 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 Secured 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 that the prohibition set forth
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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, and
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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 Credit 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 Credit Agreement therein shall be
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deemed to be references to this Amendment and to the Credit Agreement as amended
by this Amendment.
4. Conditions to Effectiveness. This Amendment shall become effective
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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 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 herein,
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the Credit 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 Credit
Agreement or any other Loan Document or to prejudice any other right or rights
which the Co-Arrangers or the Lenders may now have or may have in the future
under or in connection with the Credit 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 of the
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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 CONSTRUED
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AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
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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.
GENERAL GROWTH MANAGEMENT, INC., as
Borrower
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
BANK OF AMERICA, N.A.,
as Administrative Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Principal
U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Commercial Banking Officer
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LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Senior Vice President
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ACKNOWLEDGMENT AND CONSENT
The undersigned parties to the Guaranty, dated as of January 30, 2001
and as amended, supplemented or otherwise modified from time to time, made by
the undersigned in favor of Bank of America, N.A., as Administrative Agent, for
the benefit of the Lenders, hereby (a) consent to the transactions contemplated
by the foregoing First Amendment and (b) acknowledge and agree that the
guarantees contained in the Guaranty are, and shall remain, in full force and
effect after giving effect to such Amendment to the Credit Agreement.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
GGP LIMITED PARTNERSHIP
By: General Growth Properties, Inc.,
its sole general partner
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
