form10q3q10ex4a.htm


Exhibit 4-A


 


 






LIMITED WAIVER LETTER


 


August 9, 2010


 


Eurohypo AG, New York Branch, Administrative Agent


 


1114 Avenue of the Americas


 


New York, NY 10036


 


Attention:  Head of Portfolio Operations


 



	
Re:

	
Taubman Corporate Revolver







 


Ladies and Gentlemen:


 


We are writing to you with respect to that certain Second Amended and Restated Secured Revolving Credit Agreement dated as of November 1, 2007 (the “Credit Agreement”) by and among Dolphin Mall Associates LLC, Fairlane Town Center LLC and Twelve Oaks Mall, LLC, as Borrowers, Eurohypo AG, New York Branch, as Administrative Agent, Lead Arranger and a Bank and the other Banks signatory thereto.  Capitalized terms used but not otherwise defined herein shall have the meanings respectively given them in the Credit Agreement.


 


In September, 2009, Taubman Centers, Inc. announced that the book values of The Pier Shops at Caesars and Regency Square would be written down to approximately $52 million and $30 million, respectively.   Taubman Centers, Inc. also announced that its Board of Directors had decided to discontinue financial support of the $135 million mortgage loan secured by The Pier Shops.  The Pier Shops is now being foreclosed on by its mortgage lender.  Additionally, the $74.1 million non-recourse mortgage loan secured by Regency Square matures in November, 2011.  The Borrowers have requested a limited waiver under the Credit Agreement so that Taubman Centers, Inc.’s Board of Directors is able to consider and evaluate all available options in addressing the maturity of the Regency Square mortgage loan.


 


Section 9.01(5) is the only provision of the Credit Agreement creating an Event of Default relating to non-payment of debts by Affiliates of TRG (other than the Borrowers).  Borrowers and TRG hereby request that the Banks permanently waive any Event of Default that may now or hereafter exist under Section 9.01(5) of the Credit Agreement with respect to the Affiliates of TRG which respectively own The Pier Shops and Regency Square.


 


This limited waiver is subject to the following conditions:


 



	
1.  

	
This limited waiver shall not apply to, and nothing herein shall constitute a waiver of, the occurrence of an Event of Default under Section 9.01(5) of the Credit Agreement with respect to Borrowers, TRG, TCI or any Affiliate of TRG other than the Affiliates which own The Pier Shops and Regency Square.  (For this purpose, the Capitalization Value of The Pier Shops and Regency Square shall not be aggregated with the Capitalization Value of assets of other Affiliates of TRG in determining whether an Event of Default exists under said Section 9.01(5).)







 



	
2.  

	
This limited waiver shall not be deemed to modify or waive in any respect the financial covenants concerning Borrowers and TRG contained in Section 8.01 of the Credit Agreement. (And per Section 6.09 (6)  of the Credit Agreement, within thirty (30)  days following each Disposition of assets in excess of $25,000,000, the Borrower Parties must submit a certificate demonstrating  covenant compliance, on a pro forma basis, after giving effect to such Disposition.)







 



	
3.  

	
The waiver set forth herein shall be limited to the express terms of this letter agreement, and no further waiver is hereby granted, implied or inferred.







 



	
4.  

	
As consideration for the approval and execution of this limited waiver by all of the Banks, within five (5) Business Days following full execution hereof TRG will pay to each Bank a one-time fee equal to ten (10) basis points of such Bank’s Loan Commitment.







 



	
5.  

	
The Credit Agreement and other Loan Documents are ratified and confirmed hereby and remain in full force and effect, and no defenses exist to the enforcement thereof.







 



	
6.  

	
This letter agreement shall be governed by New York law.







 



	
7.  

	
TRIAL BY JURY IS WAIVED IN CONNECTION WITH THE INTERPRETATION AND ENFORCEMENT OF THIS LETTER AGREEMENT.







 


Please execute below to confirm your agreement to this limited waiver.  Transmission of signature pages by pdf or telecopier shall be legally binding. This letter may be executed in multiple counterparts which, taken together, shall constitute and be one and the same instrument.


 





 



  











  








Very truly yours,


 


DOLPHIN MALL ASSOCIATES LLC, a Delaware limited liability company


 



	
  

	
By:

	
The Taubman Realty Group Limited Partnership, a Delaware limited partnership, its sole member








 

	By:	/s/ Steven E. Eder 	 	 
	 	 Steven E. Eder,	 	 
	 	 its authorized signatory





 


 




          


          












FAIRLANE TOWN CENTER LLC, a Michigan limited liability company


 



	
  

	
By:

	
The Taubman Realty Group Limited Partnership, a Delaware limited partnership, its sole member







                              



	By:	/s/ Steven E. Eder 	 	 
	 	 Steven E. Eder,	 	 
	 	 its authorized signatory



                                                                  


 


         







 


TWELVE OAKS MALL, LLC, a Michigan limited liability company


 



	
  

	
By:

	
The Taubman Realty Group Limited Partnership, a Delaware limited partnership, its sole member







 



	By:	/s/ Steven E. Eder	 	 
	 	 Steven E. Eder,	 	 
	 	 its authorized signatory



                                                                 


 


       




 


THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP


 




	By:	/s/ Steven E. Eder	 	 
	 	 Steven E. Eder,	 	 
	 	 its authorized signatory







          


           






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


AS ADMINISTRATIVE AGENT AND AS A BANK


 


EUROHYPO AG, NEW YORK BRANCH                                                                         



 



	 By: 	/s/ Maureen Slentz 	 
	 Name:  	 Maureen Slentz   	 
	 Title: 	 Managing Director	 





                          




 




	 By:	/s/ Stephen Cox	 
	 Name:	 Stephen Cox	 
	 Title:	 Executive Director	 





 




                        


      




                        


                                                                        


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


COMERICA BANK                                                                     



 



	 By: 	/s/ Kristine Vigliotti	 	 
	 Name:	 Kristine Vigliotti	 	 
	 Title:	 Vice President	 	 





 




 


                                                                           


 


                                                                           


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


PNC BANK, NATIONAL ASSOCIATION


 




	 By:	/s/ James A. Harmann	 	 
	 Name:	 James A. Harmann	 	 
	 Title:	 Vice President





                                                                           


 


                                                                        


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


PB (USA) REALTY CORPORATION


 




	 By:	/s/ Jonathan Oh	 	 
	 Name:	 Jonathan Oh	 	 
	 Title:	 Assistant Vice President





                                                                                                                                                              


  

	  By:	/s/ Michael Rogers	 	 
	 Name:	 Michael Rogers	 	 
	 Title:	 Assistant Vice President



                                                                       


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


JPMORGAN CHASE BANK, N.A.


 




	 By:	/s/ Mark Frankel	 	 
	 Name:	 Mark Frankel	 	 
	 Title:	 AVP





                                                                          


 


                                                                          


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


RBS CITIZENS, N.A. d/b/a CHARTER ONE


 




	 By:	/s/ Erin L. Mahon	 	 
	 Name:	 Erin L. Mahon	 	 
	 Title:	 Assistant Vice President





                                                                          


 


                                                                         


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


MIDFIRST BANK, a Federally Chartered Savings Association


 




	 By:	/s/ Chris Reeves	 	 
	 Name:	 Chris Reeves	 	 
	 Title:	 Vice President





                                                                          


 


                                                                         


 







 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, FORMERLY KNOWN AS CALYON 


NEW YORK BRANCH


 



	 By:	/s/ John A. Wain	 	 
	 Name:	 John A. Wain   	 	 
	 Title:	 Managing Director





 


 



	 By:	/s/ Daniel J. Reddy	 	 
	 Name:	 Daniel J. Reddy	 	 
	 Title:	 Director



                                                                            

 


                                                                               




                        






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE


 




	 By:	/s/ Thomas R. Crowley	 	 
	 Name:	 Thomas R. Crowley	 	 
	 Title:	 Senior Vice President, Real Estate Finance





                                                                  


                                                                         




	 By:	/s/ Jung Y. Chun	 	 
	 Name:	 Jung Y. Chun	 	 
	 Title:	 Vice President, Real Estate Finance





                                                                           


 


                                                                      


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


U.S. BANK NATIONAL ASSOCIATION


 




	 By:	/s/ Curt M. Steiner	 	 
	 Name:	 Curt M. Steiner	 	 
	 Title:	 Senior Vice President





                                                                           


 


                                                                          


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


FIFTH THIRD BANK, an Ohio Banking Corporation


 




	 By:	/s/ Timothy J. Kalil	 	 
	 Name:	 Timothy J. Kalil	 	 
	 Title:	 Vice President





                                                                          


 


                                                                           


 






  





  











  








COUNTERPART SIGNATURE PAGE


 


TO


 


LIMITED WAIVER LETTER


 







 


BANK:


 


BAYERISCHE LANDESBANK, NEW YORK BRANCH


 




	 By:	/s/ Thorsten Klein	 	 
	 Name:	 Thorsten Klein	 	 
	 Title:	 First VP





                                                                          


                                                                       




 




	 By:	/s/ Timothy Moore	 	 
	 Name:	 Timothy Moore	 	 
	 Title:	 First VP