Exhibit 10(w)
LENDER ADDENDUM
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, ▇▇▇▇▇▇ 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.
Upon execution and delivery of this Lender Addendum by the parties
hereto as provided in Section 3.3 of the Loan Agreement, (a) ▇▇▇▇▇▇ Commercial
Paper Inc. hereby agrees to increase its Loan Commitment under the Loan
Agreement as set forth in Schedule 1 hereto, effective as of the date of this
Lender Addendum and (b) the Maximum Aggregate Loan Amount shall be increased to
$205,000,000.00.
THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Lender Addendum 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 Lender
Addendum to be duly executed and delivered by their proper and duly authorized
officers as of this 20th day of October, 2000.
▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By:________________________________
Name:
Title:
Accepted and agreed:
GGP LIMITED PARTNERSHIP
By: General Growth Properties, Inc., its sole general partner
By:______________________________
Name: ▇▇▇▇▇▇▇ Friebaum
Title: Executive Vice President
GGPLP L.L.C.
By: GGP Limited Partnership, its managing member
By: General Growth Properties, Inc., its sole general partner
By:______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
BANKERS TRUST COMPANY,
as Administrative Agent
By:______________________________
Name:
Title:
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▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Syndication Agent
By:______________________________
Name:
Title:
Schedule 1
LOAN COMMITMENTS
Additional Loan Commitment: $50,000,000.00
Total Loan Commitments: $100,000,000.00
Adjusted Pro Rata Share: 0.4878%