AMENDMENT REGARDING INCREASE
Exhibit 10.1
AMENDMENT REGARDING INCREASE
This Amendment Regarding Increase (this “Amendment”) is made as of June 29, 2015, by and among ▇▇▇▇▇ PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.
R E C I T A L S
A. Borrower, Administrative Agent and certain other Lenders have entered into a Secured Credit Agreement dated as of November 22, 2013, as amended by that certain Amendment Regarding Increase dated March 3, 2014 and that certain First Amendment to Secured Credit Agreement dated as of December 29, 2014 (as amended, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.
B. Pursuant to the terms of the Credit Agreement, the Lenders agreed to provide the Borrower with a revolving credit facility in an aggregate principal amount of up to $285,000,000.00 and a term credit facility in an aggregate principal amount of $260,000,000.00. The Borrower and the Administrative Agent on behalf of the Lenders now desire to amend the Credit Agreement in order to, among other things (i) increase the Aggregate Commitment to $595,000,000.00; (ii) increase the Aggregate Line Commitment to $310,000,000.00; (iii) increase the Term Loan Commitment to $285,000,000.00; and (iv) admit of The Huntington National Bank as a “Lender” under the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS
1. The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.
2. From and after June 29, 2015 (the “Effective Date”), The Huntington National Bank shall be considered as a “Lender” under the Credit Agreement and the Loan Documents, having a Commitment in the amount shown next to its signature on the signature pages of this Amendment. The Borrower shall, on or before the Effective Date, execute and deliver to each new Lender a Note to evidence the Loans to be made by such Lender.
3. From and after the Effective Date, the Aggregate Commitment shall equal Five Hundred Ninety-Five Million and No/100ths Dollars ($595,000,000.00).
4. From and after the Effective Date, the Aggregate Revolving Commitment shall equal Three Hundred Ten Million and No/100ths Dollars ($310,000,000.00).
5. From and after the Effective Date, the Aggregate Term Commitment shall equal Two Hundred Eighty-Five Million and No/100ths Dollars ($285,000,000.00).
6. From and after the Effective Date, Schedule 1.1 of the Credit Agreement shall refer to Schedule 1.1 attached hereto and incorporated herein.
7. For purposes of Section 14.1 of the Credit Agreement (Giving Notice), the address(es) and facsimile number(s) for The Huntington National Bank shall be as specified below its signature on the signature pages of this Amendment.
8. Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Event of Default, the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects as of the Effective Date with respect to the Loan Parties in existence on the Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date.
9. The undersigned Guarantors, having executed and joined in this Amendment as shown below, jointly and severally, hereby (i) approve and ratify this Amendment, (ii) confirm that they have previously joined in, or hereby join in, that certain Unconditional Guaranty of Payment and Performance dated as of November 22, 2013 (the "Guaranty"), that they are Guarantors under the Guaranty and that their obligations under the Guaranty will continue in full force and effect and (iii) agree to fully and timely perform each and every obligation of a Guarantor under such Guaranty.
10. Except as expressly modified as provided herein, the Credit Agreement shall continue in full force and effect. From and after the date hereof, this Amendment shall constitute one of the “Loan Documents” as such term is defined in the Credit Agreement. Moreover, from and after the date hereof, the “Credit Agreement” shall refer to the Credit Agreement as amended by this Amendment.
11. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.
[Remainder of Page Left Intentionally Blank.]
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.
| ▇▇▇▇▇ PROPERTIES, L.P., a Delaware limited partnership | |||
| By: | ▇▇▇▇▇ ▇▇, LLC, a Delaware limited liability company, its General Partner | ||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
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Address:
▇▇▇▇▇ Properties, Inc.
c/▇ ▇▇▇▇▇ Properties, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
Facsimile No: ▇▇▇- ▇▇▇-▇▇▇▇
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The undersigned, being all of the Guarantors under that certain Unconditional Guaranty of Payment and Performance dated as of November 22, 2013, hereby consent to the foregoing Second Amendment to Secured Credit Agreement.
| ▇▇▇▇▇ PROPERTIES, L.P., a Delaware limited partnership | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| ▇▇▇▇▇ PROPERTIES, INC., a Delaware limited a liability corporation | |||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇ | ||
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
[SIGNATURES CONTINUED ON NEXT PAGE]
| BIRCHWOOD MALL, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| CACHE VALLEY, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
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▇▇▇▇▇ ▇▇▇▇▇▇, LLC,
a Delaware limited liability company
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| COLONY SQUARE MALL L.L.C. | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
[SIGNATURES CONTINUED ON NEXT PAGE]
| GGP-GATEWAY MALL L.L.C. | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| LANSING ANCHOR ACQUISITION, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| LANSING MALL, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| MALL ST. ▇▇▇▇▇▇▇, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| NORTH PLAINS MALL, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
[SIGNATURES CONTINUED ON NEXT PAGE]
| SIERRA VISTA MALL, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| SILVER LAKE MALL, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| SPRING HILL ANCHOR ACQUISITION, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| SPRING HILL MALL L.L.C. | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
[SIGNATURES CONTINUED ON NEXT PAGE]
| THREE RIVERS MALL L.L.C. | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| WESTWOOD MALL, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: Chief Financial Officer | |||
| WHITE MOUNTAIN MALL, LLC | |||
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Authorized Signatory | |||
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SOUTHLAND MALL, L.P.,
a Delaware limited partnership
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| By: | Southland GP, LLC, a Delaware,
its general partner
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | |||
| Its: Executive Vice President, General Counsel and Secretary | |||
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SOUTHLAND MALL ANCHOR
ACQUISITION, LP, a Delaware limited partnership
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| By: | Southland Mall Anchor GP, LLC,
a Delaware, its general partner
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | |||
| Its: Executive Vice President, General Counsel and Secretary | |||
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ADMINISTRATIVE AGENT:
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| KEYBANK NATIONAL ASSOCIATION, individually and as the Administrative Agent | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇ | |||
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Title: Assistant Vice President
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Revolving Commitment: $25,000,000.00
Term Commitment: $25,000,000.00
Total Commitment: $50,000,000.00
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THE HUNTINGTON NATIONAL BANK, national banking association
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
The Huntington National Bank
200 Public Square, 7th Floor (CM-17)
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Huntington National Bank
2361 ▇▇▇▇▇ Road (NC1W26)
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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SCHEDULE 1.1
LENDERS AND COMMITMENTS
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Name and Address
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Revolving Credit
Commitment
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Revolving
Credit
Commitment
Percentage
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Term Loan
Commitment
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Term Loan
Commitment
Percentage
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Total Allocation
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Total
Allocation
Aggregate
Commitment
Percentage
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KeyBank National Association
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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$39,200,000.00
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12.645161%
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$40,800,000.00
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14.315789%
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$80,000,000.00
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13.445378%
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LIBOR Lending Office
Same as Above
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Bank of America, N.A.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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$39,200,000.00
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12.645161%
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$40,800,000.00
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14.315789%
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$80,000,000.00
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13.445378%
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LIBOR Lending Office Same as Above
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Royal Bank of Canada
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Royal Bank of Canada
Loans Administration
▇▇ ▇▇▇▇ ▇▇ ▇ - ▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: Mhara ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
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$39,300,000.00
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12.677419%
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$23,200,000.00
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8.140351%
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$62,500,000.00
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10.504200%
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LIBOR Lending Office
Same as Above
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Barclays Bank PLC
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Barclays
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: US Loan Operations
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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$39,300,000.00
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12.677419%
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$23,200,000.00
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8.140351%
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$62,500,000.00
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10.504200%
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LIBOR Lending Office
Same as Above
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U.S. Bank National Association
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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$23,200,000.00
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7.483871%
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$46,800,000.00
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16.421053%
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$70,000,000.00
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11.764706%
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LIBOR Lending Office
Same as Above
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Fifth Third Bank
▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇: GRVR3B
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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$16,600,000.00
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5.354839%
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$33,400,000.00
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11.719298%
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$50,000,000.00
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8.403361%
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LIBOR Lending Office
Same as Above
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Credit Suisse AG, Cayman Islands Branch
Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇'▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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$50,000,000.00
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16.129032%
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$0.00
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0.00000%
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$50,000,000.00
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8.403361%
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LIBOR Lending Office
Same as Above
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RBS Citizens, N.A.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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$13,200,000.00
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4.258065%
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26,800,000.00
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9.403509%
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$40,000,000.00
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6.722689%
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LIBOR Lending Office
Same as Above
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Credit Agricole CIB
▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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$25,000,000.00
|
8.064516%
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$25,000,000.00
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8.771930%
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$50,000,000.00
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8.403361%
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LIBOR Lending Office
Same as Above
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The Huntington National Bank
200 Public Square, 7th Floor (CM-17)
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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$25,000,000.00
|
8.064516%
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$25,000,000.00
|
8.771930%
|
$50,000,000.00
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8.403361%
|
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LIBOR Lending Office
Same as Above
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TOTAL
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$310,000,000.00
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100.00%
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$285,000,000.00
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100.00%
|
$595,000,000.00
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100.00%
|