Exhibit 10(ff)
JOINDER TO REVOLVING CREDIT AGREEMENT
This JOINDER TO REVOLVING CREDIT AGREEMENT ("Joinder Agreement") is
made and entered into as of this 1st day of September, 2000 by BAYERISCHE HYPO-
UND VEREINSBANK, NEW YORK BRANCH (the "Joining Lender") for the benefit of the
Borrower, the Co-Arrangers and the Lenders under that certain Revolving Credit
Agreement dated as of July 31, 2000 (the "Credit Agreement") among GGP Limited
Partnership, GGPLP L.L.C., Bank of America, N.A., U.S. Bank National
Association, Dresdner Bank AG, New York and Grand Cayman Branches, and the
institutions from time to time parties thereto as Lenders. Capitalized terms
used and not otherwise defined in this Joinder Agreement shall have the
respective meanings ascribed to them in the Credit Agreement.
Pursuant to Section 3.2 of the Credit Agreement, the Joining Lender
hereby joins in and becomes a party to the Credit Agreement and the other Loan
Documents, and assumes all of the obligations of a Lender thereunder, all upon
and subject to the terms and conditions set forth in the said Section 3.2, and
with the effect as provided therein.
In witness of the foregoing, the Joining Lender has executed and
delivered this Joinder Agreement to the Borrower, the Co-Arrangers and the
Lenders as of the day and year first set forth above.
JOINING LENDER: BAYERISCHE HYPO- UND
- -------------- VEREINSBANK, NEW YORK BRANCH
By: ____________________________
Name: __________________________
Title: _________________________
Revolving Credit Commitment: $25,000,000 Notice Address, Domestic Lending
--------------------------------
Office and Eurodollar Lending Office:
-------------------------------------
Bayerische Hypo- und Vereinsbank
150 East 42/nd/ Street
New York, NY 10017
Attention: Christine Elcik
Telephone: (212) 672-5740
Facsimile: (212) 672-5527
CONSENT TO JOINDER AND ACKNOWLEDGEMENT
Pursuant to and as required by Section 3.1 of the Credit Agreement, the
Co-Arrangers and the Borrower hereby consent to the joinder of the Joining
Lender pursuant to the foregoing Joinder Agreement, and to the increase in the
Maximum Aggregate Commitment Amount resulting therefrom, which Maximum Aggregate
Commitment Amount, after giving effect to the foregoing Joinder Agreement, is
acknowledged to be $160,000,000.
BORROWER: GGPLP L.L.C., a Delaware limited liability
- -------- company
By: GGP LIMITED PARTNERSHIP, a
Delaware limited partnership, its sole
managing member
By: GENERAL GROWTH
PROPERTIES, INC., a Delaware
corporation, its sole general partner
By: ____________________________
Name: Bernard Freibaum
Title: Executive Vice President
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
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SYNDICATION AGENT AND LENDER: U.S. BANK NATIONAL ASSOCIATION,
- ---------------------------- a national banking association
By: ___________________________________
Name: _________________________________
Title:_________________________________
ADMINISTRATIVE AGENT AND LENDER: BANK OF AMERICA, N.A., a national
- ------------------------------- banking association
By: ___________________________________
Name: _________________________________
Title: ________________________________
DOCUMENTATION AGENT and LENDER: DRESDNER BANK AG, NEW YORK AND
- ------------------------------ GRAND CAYMAN BRANCHES
By: ___________________________________
Name: _________________________________
Title: ________________________________
By: _________________________________
Name: _________________________________
Title: ________________________________
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