Exhibit 10(y)
EXECUTION COPY
JOINDER AGREEMENT
Reference is made to the Term Loan Agreement, dated as of July 31, 2000
(as amended, supplemented or otherwise modified from time to time, the "Loan
Agreement"), among GGP Limited Partnership, GGPLP L.L.C., the institutions from
time to time parties thereto as Lenders, Lehman Commercial Paper Inc., as
Syndication Agent, and Bankers Trust Company, as Administrative Agent. Unless
otherwise defined herein, terms defined in the Loan Agreement and used herein
shall have the meanings given to them in the Loan Agreement.
The Chase Manhattan Bank (the "Joining Lender") (i) represents and
warrants that it is legally authorized to enter into this Joinder Agreement;
(ii) confirms that it has received a copy of the Loan Agreement, together with
copies of such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Joinder Agreement;
(iii) agrees that it will, independently and without reliance upon the Co-Agents
or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Agreement; (iv) appoints and authorizes the Co-
Agents to take such action as agent on its behalf and to exercise such powers
under the Loan Agreement as are delegated to the Co-Agents by the terms thereof,
together with such powers as are reasonably incidental thereto and not otherwise
reserved under the Loan Agreement; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Agreement
are required to be performed by it from and after the date hereof as a Lender;
(vi) confirms that, to the best of its knowledge, as of the date hereof, it has
not made any determination which would subject the Borrower to the payment of
additional compensation under Section 13.2 or under Section 13.3 of the Loan
Agreement; (vii) specifies as its Domestic Lending Office (and address for
notices) and Eurodollar Lending Office(s) the offices set forth on Schedule 1
hereto; and (viii) if the Joining Lender is organized under the laws of a
jurisdiction outside the United States, attaches the forms prescribed by the
Internal Revenue Service of the United States certifying as to the Joining
Lender's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to the Joining Lender
under the Loan Agreement and the Notes or such other documents as are necessary
to indicate that all such payments are subject to such taxes at a rate reduced
by an applicable tax treaty.
Upon execution and delivery of this Joinder Agreement by the parties
hereto as provided in Section 3.2 of the Loan Agreement, (a) the Joining Lender
hereby shall be a party to the Loan Agreement, shall be a Lender under the Loan
Agreement having the Loan Commitments set forth in Schedule 1 hereto, effective
as of the date of this Joinder Agreement, and shall have the rights and
obligations of a Lender under the Loan Agreement and (b) the Maximum Aggregate
Loan Amount shall be increased to $230,000,000.00.
THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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This Joinder Agreement may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page hereof by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of this 28th day of December, 2000.
THE CHASE MANHATTAN BANK
By:_________________________________
Name:
Title:
Accepted and agreed:
GGP LIMITED PARTNERSHIP, a Delaware limited partnership
By: GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation, its sole general partner
By: ______________________________
Name: Bernard Freibaum
Title: Executive Vice President
GGPLP L.L.C., a Delaware limited liability company
By: GGP LIMITED PARTNERSHIP,
a Delaware limited partnership, its managing member
By: GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation, its sole general partner
By: ______________________________
Name: Bernard Freibaum
Title: Executive Vice President
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Consented to:
BANKERS TRUST COMPANY, as Administrative Agent
By: ______________________________
Name:
Title
LEHMAN COMMERCIAL PAPER INC., as Syndication Agent
By: ______________________________
Name:
Title
Schedule 1
LOAN COMMITMENT AND NOTICE ADDRESSES
1. Name of Lender: The Chase Manhattan Bank
Notice Address and
Domestic Lending Office: 270 Park Avenue
New York, New York 10017
Attention: Charles Hoagland
Telephone: 212-270-9557
Facsimile: 212-270-3513
Eurodollar Lending Office:
270 Park Avenue
New York, New York 10017
Attention: Charles Hoagland
Telephone: 212-270-9557
Facsimile: 212-270-3513
2. Loan Commitment: $25,000,000.00
Adjusted Pro Rata Share: 10.87%
ADMINISTRATIVE CONTACT
1. Name of Lender: The Chase Manhattan Bank
Notice Address: 1 Chase Manhattan Plaza - 8/th/ Floor
New York, New York 10081
Attention: Michael Cerniglia
Telephone: 212-552-7906
Facsimile: 212-552-5701