Exhibit 10(v)
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of September 22, 2000 (this "Amendment"), to
(a) the Term Loan Agreement, dated as of July 31, 2000 (such Loan Agreement, as
amended, supplemented or otherwise modified from time to time, the "Loan
Agreement"), among GGP LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Partnership"), GGPLP L.L.C., a Delaware limited liability company (together
with the Partnership, the "Borrower"), the institutions from time to time
parties to the Loan Agreement as Lenders (the "Lenders"), BANKERS TRUST COMPANY,
a New York banking corporation, as a Lender and as administrative agent for the
Lenders (in such capacity, the "Administrative Agent") and LEHMAN COMMERCIAL
PAPER INC., as a Lender and as syndication agent for the Lenders (in such
capacity, the "Syndication Agent" and, together with the Administrative Agent,
the "Co-Agents") and (b) the Guaranty, dated as of July 31, 2000 (as amended,
supplemented or otherwise modified from time to time, the "Guaranty"), by
GENERAL GROWTH PROPERTIES, INC., a Delaware corporation ("GGP, Inc."), in favor
of the Administrative Agent, for the benefit of the Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to Section 3.2 of the Loan Agreement and the
Joinder, dated as of the date hereof (the "Joinder"), between Fleet National
Bank ("Fleet") and the Borrower, Fleet has agreed to become a Lender, and to
provide an additional $30,000,000 Loan Commitment, under the Loan Agreement;
WHEREAS, in connection with the execution of the Joinder, Fleet has
requested that the Borrower, GGP, Inc. and the Lenders agree to amend certain
provisions of the Loan Agreement and the Guaranty;
WHEREAS, the Borrower, GGP, Inc. and the Lenders are willing to amend
such provisions upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. All terms defined in the Loan Agreement shall have
such defined meanings when used herein unless otherwise defined herein.
2. Amendment to Section 12.11 (Successor Co-Agents). Section 12.11
of the Loan Agreement is hereby amended by adding immediately after the second
sentence in such Section the following new sentence:
"Upon the gross negligence or willful misconduct of the Administrative
Agent in respect of its responsibilities as administrative agent for
the Lenders under this Agreement, the Administrative Agent agrees to
resign at the request of the Required Lenders."
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3. Amendment of Section 15.7 (Amendments and Waivers). Section 15.7
of the Loan Agreement is hereby amended by: (a) re-lettering paragraph (d) of
such Section as paragraph (e) and (b) adding immediately after paragraph (c) of
such Section a new paragraph (d) as follows:
"(d) Amendments, Consents and Waivers by Supermajority Lenders.
Any amendment, modification, termination, waiver or consent with
respect to Section 10.12 of this Agreement shall be effective only by
a written agreement, signed by Borrower and Lenders whose Pro Rata
Shares, in the aggregate, represent an amount equal to or more than
seventy five percent (75%) of the aggregate Pro Rata Shares of all
Lenders.".
4. Amendment to Guaranty. Section 2 of the Guaranty is hereby
amended by adding immediately after the second sentence in such Section the
following new sentence: "To the extent permitted by applicable law, the
Guarantor hereby further expressly waives any suretyship defense in respect of
the Guaranteed Obligations.".
5. Representations; No Default. On and as of the date hereof, and
after giving effect to this Amendment, (i) the Borrower certifies that no
Default or Event of Default has occurred or is continuing, and (ii) the Borrower
and GGP, Inc., each confirms, reaffirms and restates that the representations
and warranties set forth in Article VII of the Loan Agreement and in the other
Loan Documents to which it is a party are true and correct in all material
respects, provided that the references to the Loan Agreement and the Guaranty
therein shall be deemed to be references to this Amendment and to the Loan
Agreement and the Guaranty as amended by this Amendment.
6. Conditions to Effectiveness. This Amendment shall become
effective on and as of the date that:
(a) the Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by a duly authorized officer of each
of the Borrower, GGP, Inc. and the Requisite Lenders; and
(b) the Administrative Agent shall have received an executed
Acknowledgment and Consent, in the form set forth at the end of this
Amendment, from GGP, Inc.
7. Limited Consent and Amendment. Except as expressly amended
herein, the Loan Agreement and the Guaranty shall continue to be, and shall
remain, in full force and effect. This Amendment shall not be deemed to be a
waiver of, or consent to, or a modification or amendment of, any other term or
condition of the Loan Agreement, the Guaranty or any other Loan Document or to
prejudice any other right or rights which the Co-Agents or the Lenders may now
have or may have in the future under or in connection with the Loan Agreement,
the Guaranty or any of the instruments or agreements referred to therein, as the
same may be amended from time to time.
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8. Counterparts. This Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
GGP LIMITED PARTNERSHIP, as Borrower
By: GENERAL GROWTH PROPERTIES,
INC., its sole general partner
By: _______________________________________
Name:
Title:
GGPLP L.L.C., as Borrower
By: GGP LIMITED PARTNERSHIP, its sole
managing member
By: GENERAL GROWTH PROPERTIES,
INC., its sole general partner
By: _______________________________________
Name:
Title:
GENERAL GROWTH PROPERTIES, INC., as a
Guarantor
By: _______________________________________
Name:
Title:
BANKERS TRUST COMPANY,
as Administrative Agent and as a Lender
By: _______________________________________
Name:
Title:
LEHMAN COMMERCIAL PAPER INC.,
as Syndication Agent and as a Lender
By: _______________________________________
Name:
Title:
BAYERISCHE HYPO-UND VEREINSBANK
AG, NEW YORK BRANCH, as a Lender
By: _______________________________________
Name:
Title:
FLEET NATIONAL BANK, as a Lender
By: _______________________________________
Name:
Title:
ACKNOWLEDGMENT AND CONSENT
The undersigned party to the Guaranty, dated as of July 31, 2000 and
as amended, supplemented or otherwise modified from time to time, made by the
undersigned in favor of Bankers Trust Company, as Administrative Agent, for the
benefit of the Lenders, hereby (a) consents to the transactions contemplated by
the foregoing First Amendment and (b) acknowledges and agrees that the
guarantees contained in the Guaranty are, and shall remain, in full force and
effect after giving effect to such Amendment and all prior modifications to the
Loan Agreement.
GENERAL GROWTH PROPERTIES, INC.
By: _______________________________
Name:
Title: