AMENDMENT TO CREDIT AGREEMENT
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AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of October 4, 2007, by and among SIMON PROPERTY GROUP, L.P., a Delaware limited partnership (the "Borrower"), the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, DEUTSCHE BANK SECURITIES, INC., as Co-Documentation Agent, THE BANK OF NOVA SCOTIA, NEW YORK AGENCY, as Co-Documentation Agent, and SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agent, and UBS SECURITIES LLC, as Joint Syndication Agent, BANK OF AMERICA, N.A., as Joint Syndication Agent, and CITICORP NORTH AMERICA INC., as Joint Syndication Agent.
WITNESSETH:
WHEREAS, the Borrower and the Lenders have entered into the Credit Agreement, dated as of December 15, 2005 (the "Credit Agreement"); and
WHEREAS, the Borrower has exercised its option pursuant to Section 2.1(d) of the Credit Agreement; and
WHEREAS, the parties desire to modify the Credit Agreement upon the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
- 1.
- Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.
- 2.
- Amendments to Definitions.
- (a)
- The
definition of "Managing Agents" is hereby amended by adding after T.M. Life Insurance Company", the following: "and Norddeutsche Landesbank Girozentrale, New York Branch, Aareal
Bank AG and Xxxxxxx Xxxxx Bank USA"
- (b)
- The definition of "Revolving Credit Commitment" is hereby deleted and the following substituted therefor:
"Revolving Credit Commitment" means, with respect to any Lender, the obligation of such Lender to make Committed Loans and to participate in Letters of Credit pursuant to the terms and conditions of this Agreement, and which shall not exceed the sum of the principal amount set forth opposite such Lender's name under the heading "Revolving Credit Commitment" and "Alternative Currency Commitment" on Schedule 1.1 attached to the Amendment to Credit Agreement, dated as of October 4, 2007 or the signature page of the Assignment and Acceptance by which it became a Lender, as modified from time to time pursuant to the terms of this Agreement or to give effect to any applicable Assignment and Acceptance, and "Revolving Credit Commitments" means the aggregate principal amount of the Revolving Credit Commitments and Alternative Currency Commitments of all the Lenders, the maximum amount of which shall be $3,500,000,000, as reduced from time to time pursuant to Section 4.1.
- 3.
- Other Amendments. Section 2.1(d) and all references thereto are hereby deleted in their entirety.
- 4.
- Effective Date. This Amendment shall become effective upon receipt by the Administrative Agent of (i) counterparts hereof signed by the Borrower and each existing Lender that has elected to increase its Revolving Credit Commitment and each institution (which shall be an Eligible Assignee) that has elected to become a Lender, and (ii) payment by Borrower of the agreed upon fees for the account of the Lenders increasing their Revolving Credit Commitments and new institutions becoming Lenders (the date of such receipt being deemed the "Effective Date").
- 5.
- Representations and Warranties. Borrower hereby represents and warrants that as of the Effective Date, all the
representations and warranties set forth in the Credit Agreement, as amended hereby, are true and complete in all material respects.
- 6.
- Entire Agreement. This Amendment constitutes the entire and final agreement among the parties hereto with respect to the
subject matter hereof and there are no other agreements, understandings, undertakings, representations or warranties among the parties hereto with respect to the subject matter hereof except as set
forth herein.
- 7.
- Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of
New York.
- 8.
- Counterpart. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one
and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.
- 9.
- Headings Etc. Section or other headings contained in this Amendment are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Amendment.
- 10.
- No Further Modifications. Except as modified herein, all of the terms and conditions of the Credit Agreement, as modified hereby shall remain in full force and effect and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement in all respects.
IN WITTIESS WHEREOF, this Amendment has been duly executed as of the date first above written.
| BORROWER: | SIMON PROPERTY GROUP, L.P., a Delaware limited partnership |
||
By: |
SIMON PROPERTY GROUP, INC., as Managing General Partner |
||
By: |
/s/ XXXXX XXXXX Chief Executive Officer |
||
| ADMINISTRATIVE AGENT AND LENDER: | JPMORGAN CHASE BANK, N.A. | |||
By: |
/s/ XXXX XXXXXXXXXX |
|||
| Name: | Xxxx Xxxxxxxxxx | |||
| Title: | Executive Director | |||
| SYNDICATION AGENT AND LENDER: | UBS LOAN FINANCE, LLC | |||
By: |
/s/ XXXX X. XXXX |
|||
| Name: | Xxxx X. Xxxx | |||
| Title: | Associate Director Banking Products Services, US | |||
By: |
/s/ XXXXX X. XXXXX |
|||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Associate Director Banking Products Services, US | |||
Revolving Credit Commitment: $106,765,625 |
||||
Alternative Currency Commitment: $43,234,375 |
||||
| SYNDICATION AGENT AND LENDER: | CITICORP NORTH AMERICA, INC. | |||
By: |
/s/ XXXXXXX XXXXX |
|||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | XXX 0 Xxxx Xxxxxx Xxxxxx Industry Specialist | |||
Revolving Credit Commitment: $106,765,625 |
||||
Alternative Currency Commitment: $43,234,375 |
||||
| CO-DOCUMENTATION AGENT AND LENDER: | DEUTSCHE BANK AG, NEW YORK BRANCH | |||
By: |
/s/ XXXXXX XXXXX |
|||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Director | |||
By: |
/s/ X.X. XXXXXXXX XXX |
|||
| Name: | X.X. Xxxxxxxx Xxx | |||
| Title: | Managing Director | |||
Revolving Credit Commitment: $103,015,625 |
||||
Alternative Currency Commitment: $41,984,375 |
||||
| CO-DOCUMENTATION AGENT AND LENDER: | THE BANK OF NOVA SCOTIA, NEW YORK AGENCY | |||
By: |
/s/ XXXXXX XXXXX |
|||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Managing Director | |||
Revolving Credit Commitment: $95,515,625 |
||||
Alternative Currency Commitment: $39,484,375 |
||||
| CO-DOCUMENTATION AGENT AND LENDER: | SUMITOMO MITSUI BANKING CORPORATION | |||
By: |
/s/ XXXXXXX X. XXXX |
|||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | General Manager | |||
Revolving Credit Commitment: $99,265,625 |
||||
Alternative Currency Commitment: $40,734,375 |
||||
| SENIOR EXECUTIVE MANAGING AGENT AND LENDER: | THE ROYAL BANK OF SCOTLAND PLC | |||
By: |
/s/ XXXXX XXXXXXXX |
|||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
Revolving Credit Commitment: $92,265,625 |
||||
Alternative Currency Commitment: $37,734,375 |
||||
| SENIOR EXECUTIVE MANAGING AGENT AND LENDER: | CALYON NEW YORK BRANCH | |||
By: |
/s/ XXXXXXX X. XXXXXX |
|||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
By: |
/s/ XXXX X. XXXXXXX |
|||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
Revolving Credit Commitment: $84,765,625 |
||||
Alternative Currency Commitment: $35,234,375 |
||||
| SENIOR EXECUTIVE MANAGING AGENT AND LENDER: | CREDIT SUISSE, CAYMAN ISLANDS BRANCH | |||
By: |
/s/ XXXXXXXXX XXXXXXX |
|||
| Name: | Xxxxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
By: |
/s/ XXXXXXX XXXXX |
|||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Associate | |||
Revolving Credit Commitment: $88,515,625 |
||||
Alternative Currency Commitment: $36,484,375 |
||||
| SENIOR EXECUTIVE MANAGING AGENT AND LENDER: | XXXXXXX XXXXX BANK USA | |||
By: |
/s/ XXXXX XXXXX |
|||
| Name: | Xxxxx Xxxxx | |||
| Title: | Director | |||
Revolving Credit Commitment: $88,515,625 |
||||
Alternative Currency Commitment: $36,484,375 |
||||
| SENIOR EXECUTIVE MANAGING AGENT AND LENDER: | XXXXXX XXXXXXX BANK | |||
By: |
/s/ XXXXXX XXXXXX |
|||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
Revolving Credit Commitment: $88,515,625 |
||||
Alternative Currency Commitment: $36,484,375 |
||||
| SENIOR EXECUTIVE MANAGING AGENT AND LENDER: | PNC BANK, NATIONAL ASSOCIATION | |||
By: |
/s/ XXXXX X. XXXX |
|||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Vice President | |||
Revolving Credit Commitment: $77,265,625 |
||||
Alternative Currency Commitment: $32,734,375 |
||||
| SENIOR MANAGING AGENT AND LENDER: | NATIONAL CITY BANK | |||
By: |
/s/ XXXX X. XXXXXXX |
|||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Senior Vice President | |||
Revolving Credit Commitment: $75,000,000 |
||||
Alternative Currency Commitment: $25,000,000 |
||||
| SENIOR MANAGING AGENT AND LENDER: | SUNTRUST BANK | |||
By: |
/s/ XXXXX X. XXXXXXXX |
|||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice Prcsident | |||
Revolving Credit Commitment: $60,000,000 |
||||
Alternative Currency Commitment: $20,000,000 |
||||
| MANAGING AGENT AND LENDER: | KBC BANK N.V. | |||
By: |
/s/ XXXXXXX X. XXXXX |
|||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
By: |
/s/ XXXXXX X. XXXXX |
|||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | First Vice President | |||
Revolving Credit Commitment: $45,000,000 |
||||
Alternative Currency Commitment: $15,000,000 |
||||
| MANAGING AGENT AND LENDER: | UNION BANK OF CALIFORNIA, N.A | |||
By: |
/s/ XXXXX X. XXXXXX |
|||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | SVP/Regional Mgr. | |||
Revolving Credit Commitment: $45,000,000 |
||||
Alternative Currency Commitment: $15,000,000 |
||||
| MANAGING AGENT AND LENDER: | LANDESBANK BADEN-WURTTEMBERG NEW YORK BRANCH |
|||
By: |
/s/ XXXXXXX X. XXXXX |
|||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Head of Real Estate Finance Department | |||
By: |
/s/ XXXXXX XXXXXXX |
|||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Vice President Sr. Marketing Officer |
|||
Revolving Credit Commitment: $48,750,000 |
||||
Alternative Currency Commitment: $16,250,000 |
||||
| MANAGING AGENT AND LENDER: | BANK OF TOKYO—MITSUBISHI UFJ, LTD. | |||
By: |
/s/ XXXXX X. XXXXXX |
|||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Revolving Credit Commitment: $45,000,000 |
||||
Alternative Currency Commitment: $15,000,000 |
||||
| MANAGING AGENT AND LENDER: | AAREAL BANK AG | |||
By: |
/s/ XXXXXXX XXXXX |
|||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Manager | |||
By: |
/s/ K. PEETERMANS |
|||
| Name: | K. Peetermans | |||
| Title: | Legal Counsel | |||
Revolving Credit Commitment: $22,500,000 |
||||
Alternative Currency Commitment: $7,500,000 |
||||
| MANAGING AGENT AND LENDER: | XXXXXXX XXXXX BANK USA | |||
By: |
/s/ XXXXXXX XXXXXXXX |
|||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
Revolving Credit Commitment: $22,500,000 |
||||
Alternative Currency Commitment: $7,500,000 |
||||
| LENDER: | PEOPLE'S UNITED BANK | |||
By: |
/s/ XXXXXXX XXX |
|||
| Name: | Xxxxxxx Xxx | |||
| Title: | Vice President | |||
Revolving Credit Commitment: $25,000,000 |
||||
Alternative Currency Commitment: $0 |
||||
SCHEDULE 1.1
| Lender |
Revolving Credit Commitment |
Alternative Currency Commitment |
||||
|---|---|---|---|---|---|---|
| JPMorgan Chase Bank, N.A. | $ | 89,765,625 | $ | 42,734,375 | ||
| Bank of America, N.A. | $ | 89,765,625 | $ | 42,734,375 | ||
| Citicorp North America, Inc. | $ | 106,765,625 | $ | 43,234,375 | ||
| UBS Loan Finance LLC | $ | 106,765,625 | $ | 43,234,375 | ||
| Deutsche Bank AG, New York Branch | $ | 103,015,625 | $ | 41,984,375 | ||
| Sumitomo Mitsui Banking Corporation | $ | 99,265,625 | $ | 40,734,375 | ||
| The Bank of Nova Scotia, New York Agency | $ | 95,515,625 | $ | 39,484,375 | ||
| The Royal Bank of Scotland plc | $ | 92,265,625 | $ | 37,734,375 | ||
| Wachovia Bank, National Association | $ | 92,265,625 | $ | 37,734,375 | ||
| Credit Suisse, Cayman Islands Branch | $ | 88,515,625 | $ | 36,484,375 | ||
| Xxxxxxx Xxxxx Bank USA | $ | 88,515,625 | $ | 36,484,375 | ||
| Xxxxxx Xxxxxxx Bank | $ | 88,515,625 | $ | 36,484,375 | ||
| U.S. Bank National Association | $ | 88,515,625 | $ | 36,484,375 | ||
| Calyon New York Branch | $ | 84,765,625 | $ | 35,234,375 | ||
| PNC Bank, National Association | $ | 77,265,625 | $ | 32,734,375 | ||
| Eurohypo AG, New York Branch | $ | 66,015,625 | $ | 28,984,375 | ||
| National City Bank of Indiana | $ | 75,000,000 | $ | 25,000,000 | ||
| Suntrust Bank | $ | 60,000,000 | $ | 20,000,000 | ||
| Bayerische Landesbank, New York Branch | $ | 56,250,000 | $ | 18,750,000 | ||
| ING Real Estate Finance (USA) LLC | $ | 56,250,000 | $ | 18,750,000 | ||
| LaSalle Bank National Association | $ | 56,250,000 | $ | 18,750,000 | ||
| Landesbank Baden-Wurttemberg New York Branch | $ | 48,750,000 | $ | 16,250,000 | ||
| Bank of Tokyo-.Mitsubishi UFJ, Ltd. | $ | 45,000,000 | $ | 15,000,000 | ||
| Fifth Third Bank | $ | 45,000,000 | $ | 15,000,000 | ||
| KBCBank N.V. | $ | 45,000,000 | $ | 15,000,000 | ||
| Union Bank of California, N.A. | $ | 45,000,000 | $ | 15,000,000 | ||
| Hypo Real Estate Capital Corporation | $ | 37,500,000 | $ | 12,500,000 | ||
| Mizuho Corporate Bank, Ltd. | $ | 37,500,000 | $ | 12,500,000 | ||
| Nomura Funding Facility Corporation Ltd. | $ | 37,500,000 | $ | 12,500,000 | ||
| Societe Generale | $ | 37,500,000 | $ | 12,500,000 | ||
| C.M. Life Insurance Company | $ | 3,000,000 | $ | 0 | ||
| Massachusetts Mutual Life Insurance Company | $ | 47,000,000 | $ | 0 | ||
| Emigrant Bank | $ | 50,000,000 | $ | 0 | ||
| Westdeutsche Immobilienbank | $ | 50,000,000 | $ | 0 | ||
| Xxxxxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxx Xxx Xxxx Branch | $ | 30,000,000 | $ | 10,000,000 | ||
| Aareal Bank AG | $ | 22,500,000 | $ | 7,500,000 | ||
| Xxxxxxx Sachs Bank USA | $ | 22,500,000 | $ | 7,500,000 | ||
| Banco Popular de Puerto Rico | $ | 25,000,000 | $ | 0 | ||
| Bank of China | $ | 25,000,000 | $ | 0 | ||
| Xxxxx Xxx Xxxxxxxxxx Xxxx, Xxx., Xxx Xxxx Branch | $ | 25,000,000 | $ | 0 | ||
| Comerica Bank | $ | 25,000,000 | $ | 0 | ||
| Malayan Banking Berhad | $ | 25,000,000 | $ | 0 | ||
| People's United Bank | $ | 25,000,000 | $ | 0 | ||
| The Governor and Company of the Bank of Ireland | $ | 25,000,000 | $ | 0 | ||
| Xxxx Xxxxxxxxxxxxx Xxxxxxxxxx Xxxx, Xxx Xxxx Branch | $ | 15,000,000 | $ | 5,000,000 | ||
| First Commercial Bank, Los Angeles Branch | $ | 20,000,000 | $ | 0 | ||
| Xxx Xxxxxxxxxxx Xxxx, Xxx Xxxx Branch | $ | 15,000,000 | $ | 5,000,000 | ||
| Bank of Taiwan, New York Agency | $ | 15,000,000 | $ | 0 | ||
| Chinatrust Commercial Bank, New York Branch | $ | 10,000,000 | $ | 0 | ||
| Xxx Xxx Commercial Bank Ltd., New York Agency | $ | 10,000,000 | $ | 0 | ||
| TOTAL | $ | 2,625,000,000 | $ | 875,000,000 | ||
