Exhibit 10(r)
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.
Bayerische Hypo-Und Vereinsbank AG, New York Branch (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; (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 as a Lender; (vi) confirms that, to the best
of its knowledge, as of the date hereof, it is not subject to any law,
regulation or guideline from any central bank or other Governmental Authority or
quasi-governmental authority exercising jurisdiction, power or control over it,
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 $125,000,000.00.
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 1/st/ day of September, 2000.
BAYERISCHE HYPO-UND VEREINSBANK
AG, NEW YORK BRANCH
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 corporation, its managing member
By: GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation. its sole general partner
By: ___________________________________
Name: Bernard Freibaum
Title: Executive Vice President
Schedule 1
LOAN COMMITMENT AND NOTICE ADDRESSES
1. Name of Lender: Bayerische Hypo-und Vereinsbank AG,
New York Branch
Notice Address and
Domestic Lending Office: 150 East 42/nd/ Street
New York, New York 10017
Attention: Christine Elcik
Telephone: 212-672-5740
Facsimile: 212-672-5527
Eurodollar Lending Office:
150 East 42/nd/ Street
New York, New York 10017
Attention: Christine Elcik
Telephone: 212-672-5740
Facsimile: 212-672-5527
2. Loan Commitment: $25,000,000.00
Adjusted Pro Rata Share: 20.0%