AMENDMENT TO SECURED REVOLVING CREDIT AGREEMENT
AMENDMENT TO SECURED REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) dated as of March 31, 2005, among THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), EUROHYPO AG, NEW YORK BRANCH, as administrative agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), and EUROHYPO AG, NEW YORK BRANCH (in its individual capacity and not as Administrative Agent, “Eurohypo”) and the other lenders signatory hereto.
RECITALS:
A. Borrower, Administrative Agent and certain lending institutions entered into that certain Secured Revolving Credit Agreement dated as of October 13, 2004 (the “Credit Agreement”) with Borrower. All initially capitalized terms used and not otherwise defined in this Amendment shall have the meanings respectively ascribed to them in the Credit Agreement.
B. Pursuant to Section 12.02 of the Credit Agreement, this Amendment is subject to the approval of the Required Banks. Borrower, Administrative Agent and the Required Banks have agreed to amend the Credit Agreement as set forth hereinbelow.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, the parties hereto agree as follows:
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1. |
Amendments. The Credit Agreement is amended as follows: |
(a) The definition of “Capitalization Value” in Section 1.01 is amended and restated as follows:
“Capitalization Value” means, at any time, the sum of (1) Combined EBITDA for the twelve (12)-month period ending with the most recently ended calendar quarter, capitalized at an annual rate equal to 7.50%, (2) Borrower’s beneficial share of unrestricted Cash and Cash Equivalents (i. e., Cash and Cash Equivalents that are not pledged or the use of which is not restricted by the terms of any document or agreement) of Borrower and its Consolidated Businesses and UJVs and (3) without duplication, the cost basis of properties of Borrower under development. For the purposes of this definition, in no event shall (x) properties under development constitute in excess of 15% of Capitalization Value or (y) leasing commissions payable by third parties and/or management and development fees contribute to greater than 5% of Capitalization Value.
[The only change is as underlined]
(b) Section 8.01(4), Relationship of Combined EBITDA to Total Outstanding Indebtedness, is deleted from the Credit Agreement and the following inserted in its place:
(4) Relationship of Combined EBITDA to Interest Expense. As of the end of any calendar quarter, the ratio of (i) Combined EBITDA to Interest Expense, each for the twelve (12) month period then ended and taken as a whole, to be less than 1.80 to1.00;
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(c) |
The reference to “7.75%” in Section 8.02(1) is amended to “7.50%”. |
(d) The foregoing amendments shall be effective with respect to reporting and calculations for the calendar quarter ending March 31, 2005.
2. Agreements of Borrower. The Borrower agrees that the Credit Agreement and the other Loan Documents have not previously been modified, are in full force and effect and are ratified and confirmed hereby.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
4. Counterparts. This Amendment may be executed by execution of separate counterparts, all of which taken together shall constitute a binding agreement..
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IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.
THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership
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By |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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Title: |
Authorized Signatory | ||
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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AGENT AND BANK: |
EUROHYPO AG, NEW YORK BRANCH |
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By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Title: Managing Director | |
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By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇ |
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Title: Vice President | |
Loan Commitment: $50,000,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
KEYBANK NATIONAL ASSOCIATION |
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By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ | ||
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Title: Vice President |
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Loan Commitment: $37,500,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
PNC BANK, NATIONAL ASSOCIATION |
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By: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ |
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Title: Senior Vice President | ||
Loan Commitment: $37,500,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES |
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇ |
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Title: Vice President | |
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By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: Assistant Treasurer | ||
Loan Commitment: $37,500,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
HYPO REAL ESTATE CAPITAL CORPORATION |
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By: /s/ ▇▇▇ ▇▇▇▇ |
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Name: ▇▇▇ ▇▇▇▇ |
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Title: Managing Director | |
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By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Title: Director |
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Loan Commitment: $37,500,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
COMERICA BANK |
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By: /s/ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ | |
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Title: Vice President |
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Loan Commitment: $27,000,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
PB (USA) REALTY CORPORATION |
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Title: Vice President |
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Loan Commitment: $27,000,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
JPMORGAN CHASE BANK, N.A., a |
national banking association, successor
by merger to Bank One, NA
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
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Date: 3/25/05 |
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Loan Commitment: $27,000,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
MIDFIRST BANK, A FEDERALLY CHARTERED SAVINGS ASSOCIATION |
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By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
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Title: Vice President |
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Loan Commitment: $20,000,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
CALYON NEW YORK BRANCH |
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By: /s/ ▇▇▇▇ ▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇ |
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Title: Managing Director | ||
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ | |
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Title: Director |
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Loan Commitment: $20,000,000
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Counterpart Signature Page to
Amendment to Secured Revolving Credit Agreement
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BANK: |
FIFTH THIRD BANK (EASTERN MICHIGAN), a Michigan banking corporation |
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By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ | |
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Title: Vice President |
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Loan Commitment: $9,000,000
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CONSENT OF GUARANTORS
The undersigned, being the Guarantors under that certain Guaranty of Payment dated as of October 13, 2004 (“Guaranty”) executed by them for the benefit of the Administrative Agent and the Banks in connection with the Loans, consent to the foregoing Amendment, ratify and confirm the Guaranty and agree that the Guaranty is in full force and effect.
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TWELVE OAKS MALL, LLC, | |||
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By: |
The Taubman Realty Group Limited | ||
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By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
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Title: Authorized Signatory | ||
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FAIRLANE TOWN CENTER LLC, | |||
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By: |
The Taubman Realty Group Limited | ||
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By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
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Title: Authorized Signatory | ||
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