exv4w1



 




EXECUTION COPY




Exhibit 4.1



 





SECOND AMENDED AND RESTATED CREDIT AGREEMENT




among




GENERAL GROWTH PROPERTIES, INC.,




GGP LIMITED PARTNERSHIP




and




GGPLP L.L.C.,




as Borrowers,




The Several Lenders from Time to Time Parties Hereto,




BANC OF AMERICA SECURITIES LLC,




EUROHYPO AG, NEW YORK BRANCH




and




WACHOVIA CAPITAL MARKETS, LLC,

as Arrangers,




EUROHYPO AG, NEW YORK BRANCH,

as Administrative Agent,




BANK OF AMERICA, N.A.




and




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agents




and




COMMERZBANK AG




and




LEHMAN COMMERCIAL PAPER, INC.,

as Documentation Agents




Dated as of February 24, 2006




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	SECTION 1.	 	DEFINITIONS	 	 	1	 
	 

	 	 	1.1	 	 	Defined Terms
	 	 	1	 
	 

	 	 	1.2	 	 	Other Definitional Provisions
	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 2.	 	AMOUNT AND TERMS OF COMMITMENTS	 	 	27	 
	 

	 	 	2.1	 	 	Tranche A-1 Term Loan Commitments
	 	 	27	 
	 

	 	 	2.2	 	 	Procedure for Tranche A-1 Term Loan Borrowing
	 	 	27	 
	 

	 	 	2.3	 	 	Repayment of Tranche A-1 Term Loans;
	 	 	28	 
	 

	 	 	2.4	 	 	Revolving Credit Commitments
	 	 	28	 
	 

	 	 	2.5	 	 	Procedure for Revolving Credit Borrowing
	 	 	29	 
	 

	 	 	2.6	 	 	Swing Line Commitment
	 	 	29	 
	 

	 	 	2.7	 	 	Procedure for Swing Line Borrowing; Refunding of Swing Line Loans
	 	 	30	 
	 

	 	 	2.8	 	 	Repayment of Loans; Evidence of Debt
	 	 	31	 
	 

	 	 	2.9	 	 	Credit Facility Fees, etc
	 	 	32	 
	 

	 	 	2.10	 	 	Termination or Reduction of Revolving Credit Commitments
	 	 	32	 
	 

	 	 	2.11	 	 	Optional Prepayments
	 	 	32	 
	 

	 	 	2.12	 	 	[Intentionally Omitted.]
	 	 	33	 
	 

	 	 	2.13	 	 	Conversion and Continuation Options
	 	 	33	 
	 

	 	 	2.14	 	 	Minimum Amounts and Maximum Number of Eurodollar Tranches
	 	 	34	 
	 

	 	 	2.15	 	 	Interest Rates and Payment Dates
	 	 	34	 
	 

	 	 	2.16	 	 	Computation of Interest and Fees
	 	 	34	 
	 

	 	 	2.17	 	 	Inability to Determine Interest Rate
	 	 	35	 
	 

	 	 	2.18	 	 	Pro Rata Treatment and Payments
	 	 	35	 
	 

	 	 	2.19	 	 	Requirements of Law
	 	 	37	 
	 

	 	 	2.20	 	 	Taxes
	 	 	38	 
	 

	 	 	2.21	 	 	Indemnity
	 	 	40	 
	 

	 	 	2.22	 	 	Illegality
	 	 	40	 
	 

	 	 	2.23	 	 	Change of Lending Office
	 	 	40	 
	 

	 	 	2.24	 	 	Replacement of Lenders under Certain Circumstances
	 	 	41	 
	 

	 	 	2.25	 	 	Extension Options
	 	 	41	 
	 

	 	 	2.26	 	 	Competitive Bid Loans
	 	 	42	 
	 

	 	 	2.27	 	 	Increase in Revolving Credit Facility and Tranche A-1 Term Loan Facility
	 	 	44	 
	 

	 	 	2.28	 	 	Existing Credit Agreement
	 	 	46	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 3.	 	LETTERS OF CREDIT	 	 	46	 
	 

	 	 	3.1	 	 	L/C Commitment
	 	 	46	 
	 

	 	 	3.2	 	 	Procedure for Issuance of Letter of Credit
	 	 	46	 
	 

	 	 	3.3	 	 	Fees and Other Charges
	 	 	47	 
	 

	 	 	3.4	 	 	L/C Participations
	 	 	47	 
	 

	 	 	3.5	 	 	Reimbursement Obligation of the Borrowers
	 	 	48	 
	 

	 	 	3.6	 	 	Obligations Absolute
	 	 	48	 
	 

	 	 	3.7	 	 	Letter of Credit Payments
	 	 	49	 






i









 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.8	 	 	Applications
	 	 	49	 
	 

	 	 	3.9	 	 	Letters of Credit Issued for Subsidiaries
	 	 	49	 
	 

	 	 	3.10	 	 	Existing Letters of Credit
	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 4.	 	REPRESENTATIONS AND WARRANTIES	 	 	49	 
	 

	 	 	4.1	 	 	Financial Condition
	 	 	49	 
	 

	 	 	4.2	 	 	No Change
	 	 	50	 
	 

	 	 	4.3	 	 	Corporate Existence; Compliance with Law
	 	 	50	 
	 

	 	 	4.4	 	 	Corporate Power; Authorization; Enforceable Obligations
	 	 	51	 
	 

	 	 	4.5	 	 	No Legal Bar
	 	 	51	 
	 

	 	 	4.6	 	 	No Material Litigation
	 	 	51	 
	 

	 	 	4.7	 	 	No Default
	 	 	52	 
	 

	 	 	4.8	 	 	Ownership of Property; Liens
	 	 	52	 
	 

	 	 	4.9	 	 	Intellectual Property
	 	 	52	 
	 

	 	 	4.10	 	 	Taxes
	 	 	52	 
	 

	 	 	4.11	 	 	Federal Regulations
	 	 	52	 
	 

	 	 	4.12	 	 	Labor Matters
	 	 	52	 
	 

	 	 	4.13	 	 	ERISA
	 	 	52	 
	 

	 	 	4.14	 	 	Investment Company Act; Other Regulations
	 	 	53	 
	 

	 	 	4.15	 	 	Subsidiaries
	 	 	53	 
	 

	 	 	4.16	 	 	Use of Proceeds
	 	 	53	 
	 

	 	 	4.17	 	 	Environmental Matters
	 	 	53	 
	 

	 	 	4.18	 	 	Accuracy of Information, etc
	 	 	55	 
	 

	 	 	4.19	 	 	Security Documents
	 	 	55	 
	 

	 	 	4.20	 	 	Solvency
	 	 	55	 
	 

	 	 	4.21	 	 	Certain Documents
	 	 	55	 
	 

	 	 	4.22	 	 	REIT Status
	 	 	55	 
	 

	 	 	4.23	 	 	Insurance
	 	 	55	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 5.	 	CONDITIONS PRECEDENT	 	 	56	 
	 

	 	 	5.1	 	 	Conditions to Initial Extension of Credit
	 	 	56	 
	 

	 	 	5.2	 	 	Conditions to Each Extension of Credit
	 	 	58	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 6.	 	AFFIRMATIVE COVENANTS	 	 	58	 
	 

	 	 	6.1	 	 	Financial Statements
	 	 	58	 
	 

	 	 	6.2	 	 	Certificates; Other Information
	 	 	59	 
	 

	 	 	6.3	 	 	Conduct of Business and Maintenance of Existence; Compliance
	 	 	60	 
	 

	 	 	6.4	 	 	Maintenance of Property; Insurance
	 	 	60	 
	 

	 	 	6.5	 	 	Inspection of Property; Books and Records; Discussions
	 	 	61	 
	 

	 	 	6.6	 	 	Notices
	 	 	61	 
	 

	 	 	6.7	 	 	Environmental Laws
	 	 	61	 
	 

	 	 	6.8	 	 	Interest Rate Protection
	 	 	61	 
	 

	 	 	6.9	 	 	Further Assurances
	 	 	62	 
	 

	 	 	6.10	 	 	Subsidiary Distributions
	 	 	62	 
	 

	 	 	6.11	 	 	Appraisals
	 	 	62	 
	 

	 	 	6.12	 	 	Consents
	 	 	62	 






ii









 






	 	 	 	 	 	 	 	 	 	 	 
	SECTION 7.	 	NEGATIVE COVENANTS	 	 	62	 
	 

	 	 	7.1	 	 	Financial Condition Covenants
	 	 	62	 
	 

	 	 	7.2	 	 	Limitation on Indebtedness
	 	 	63	 
	 

	 	 	7.3	 	 	Limitation on Liens
	 	 	63	 
	 

	 	 	7.4	 	 	Limitation on Fundamental Changes
	 	 	64	 
	 

	 	 	7.5	 	 	Limitation on Disposition of Property
	 	 	65	 
	 

	 	 	7.6	 	 	Limitation on Restricted Payments and Redemption Payments
	 	 	65	 
	 

	 	 	7.7	 	 	Limitation on Investments
	 	 	66	 
	 

	 	 	7.8	 	 	Limitation on Transactions with Affiliates
	 	 	67	 
	 

	 	 	7.9	 	 	Limitation on Changes in Fiscal Periods
	 	 	67	 
	 

	 	 	7.10	 	 	Limitation on Restrictions on Subsidiary Distributions
	 	 	67	 
	 

	 	 	7.11	 	 	Limitation on Lines of Business
	 	 	68	 
	 

	 	 	7.12	 	 	Limitation on Amendments to Constituent Documents
	 	 	68	 
	 

	 	 	7.13	 	 	Limitation on Activities of Holdings
	 	 	68	 
	 

	 	 	7.14	 	 	Limitation on Hedge Agreements
	 	 	68	 
	 

	 	 	7.15	 	 	New Subsidiaries; Certain Dispositions
	 	 	68	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 8.	 	EVENTS OF DEFAULT	 	 	69	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 9.	 	THE ADMINISTRATIVE AGENT	 	 	72	 
	 

	 	 	9.1	 	 	Appointment
	 	 	72	 
	 

	 	 	9.2	 	 	Delegation of Duties
	 	 	72	 
	 

	 	 	9.3	 	 	Exculpatory Provisions
	 	 	72	 
	 

	 	 	9.4	 	 	Reliance by the Administrative Agent
	 	 	72	 
	 

	 	 	9.5	 	 	Notice of Default
	 	 	73	 
	 

	 	 	9.6	 	 	Non-Reliance on the Administrative Agent and Other Lenders
	 	 	73	 
	 

	 	 	9.7	 	 	Indemnification
	 	 	74	 
	 

	 	 	9.8	 	 	The Administrative Agent in Its Individual Capacity
	 	 	74	 
	 

	 	 	9.9	 	 	Successor Administrative Agent
	 	 	74	 
	 

	 	 	9.10	 	 	Authorization to Execute Certain Documents and to Release Liens and Guarantees
	 	 	75	 
	 

	 	 	9.11	 	 	The Arrangers; the Syndication Agents and the Documentation Agents
	 	 	75	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 10.	 	MISCELLANEOUS	 	 	75	 
	 

	 	 	10.1	 	 	Amendments and Waivers
	 	 	75	 
	 

	 	 	10.2	 	 	Notices
	 	 	77	 
	 

	 	 	10.3	 	 	No Waiver; Cumulative Remedies
	 	 	79	 
	 

	 	 	10.4	 	 	Survival of Representations and Warranties
	 	 	79	 
	 

	 	 	10.5	 	 	Payment of Expenses
	 	 	79	 
	 

	 	 	10.6	 	 	Successors and Assigns; Participations and Assignments
	 	 	80	 
	 

	 	 	10.7	 	 	Adjustments; Set-off
	 	 	83	 
	 

	 	 	10.8	 	 	Counterparts
	 	 	83	 
	 

	 	 	10.9	 	 	Severability
	 	 	83	 
	 

	 	 	10.10	 	 	Integration
	 	 	83	 
	 

	 	 	10.11	 	 	GOVERNING LAW
	 	 	83	 
	 

	 	 	10.12	 	 	Submission To Jurisdiction; Waivers
	 	 	84	 
	 

	 	 	10.13	 	 	Acknowledgments
	 	 	84	 






iii









 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.14	 	 	Confidentiality
	 	 	84	 
	 

	 	 	10.15	 	 	Release of Collateral and Guarantee Obligations
	 	 	85	 
	 

	 	 	10.16	 	 	Accounting Changes
	 	 	85	 
	 

	 	 	10.17	 	 	Delivery of Lender Addenda
	 	 	86	 
	 

	 	 	10.18	 	 	WAIVERS OF JURY TRIAL
	 	 	86	 






iv









 





	 	 	 
	SCHEDULES:
	 	 
	 
	 	 
	3.10

	 	Existing Letters of Credit
	4.1(b)

	 	GGP Dispositions
	4.1(c)

	 	Rouse LP Dispositions
	4.4

	 	Consents
	4.6

	 	Litigation
	4.15

	 	Subsidiaries
	4.17

	 	Environmental Disclosure
	7.2

	 	Existing Indebtedness
	7.8(g)

	 	Existing Investments
	 
	 	 
	EXHIBITS:
	 	 
	 
	 	 
	A

	 	Form of Assignment and Acceptance
	B

	 	Form of Borrowing Notice
	C

	 	Form of Compliance Certificate
	D

	 	Intentionally Deleted
	E

	 	Form of Lender Addendum
	F-1

	 	Form of Tranche A-1 Term Note
	F-2

	 	Form of Revolving Credit Note
	F-3

	 	Form of Swing Line Note
	F-4

	 	Form of Competitive Bid Note
	G

	 	Form of Exemption Certificate
	H

	 	Form of Competitive Bid Request
	I

	 	Form of Closing Certificate
	J-1

	 	Form of Legal Opinion of Kelley, Drye & Warren LLP
	J-2

	 	Form of Legal Opinion of Neal, Gerber & Eisenberg LLP






v









 





          SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 24, 2006, among GENERAL
GROWTH PROPERTIES, INC., a Delaware corporation (“Holdings”), GGP LIMITED PARTNERSHIP, a
Delaware limited partnership (the “Partnership”), GGPLP L.L.C., a Delaware limited
liability company (the “Company”; Holdings, the Partnership and the Company being referred
to herein, individually or collectively, as the context shall require, as the “Borrower” or
“Borrowers”), the several banks and other financial institutions or entities from time to
time parties to this Agreement (the “Lenders”), BANC OF AMERICA SECURITIES LLC, EUROHYPO
AG, NEW YORK BRANCH and WACHOVIA CAPITAL MARKETS, LLC, as joint arrangers and joint bookrunners (in
such capacities, the “Arrangers”), EUROHYPO AG, NEW YORK BRANCH, as administrative agent
(in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and WACHOVIA BANK,
NATIONAL ASSOCIATION, as syndication agents (in such capacity, the “Syndication Agents”)
and COMMERZBANK AG and LEHMAN COMMERCIAL PAPER, INC. as co-documentation agents (in such capacity,
the “Documentation Agents”).




W I T N E S S E T H:




          WHEREAS, the Borrowers, certain of the Lenders, the Arrangers in various capacities and
certain other Persons are parties to that certain Amended and Restated Credit Agreement, dated as
November 12, 2004, as amended by that certain First Amendment, dated as of November 18, 2004, that
certain Second Amendment, dated as of June 30, 2005, that certain Amendment No. 3 to the Amended
and Restated Credit Agreement, dated as of June 29, 2005 and that certain Fourth Amendment, dated
as of September 15, 2005 (as so amended, the “Existing Credit Agreement”);




          WHEREAS, the parties hereto wish to amend and restate the Existing Credit Agreement pursuant
to this Agreement;




          WHEREAS, the Borrowers have requested and the Lenders have agreed to amend and restate the
Existing Credit Agreement and make available the credit facilities described in this Agreement, the
proceeds of which will be applied to indebtedness under the Existing Credit Agreement and to pay
certain fees and expenses related to the transactions contemplated hereby, and to provide for the
ongoing general corporate needs of the Borrowers and their respective Subsidiaries; and




          WHEREAS, the Lenders party hereto are willing to make such credit facilities available upon
and subject to the terms and conditions hereinafter set forth;




          NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, and
for other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree that, upon the effectiveness of this Agreement, the
Existing Credit Agreement is hereby amended and restated in its entirety as follows:




SECTION 1. DEFINITIONS




          1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1
shall have the respective meanings set forth in this Section 1.1.




          “Absolute Rate”: as defined in the definition of Competitive Bid Rate.




          “Absolute Rate Loan”: a Competitive Bid Loan that bears interest at the Absolute
Rate.




          “Acknowledgment Agreements”: the Acknowledgment Agreements with respect to the
Guarantee and Pledge Agreement.




 









 








          “Adjusted EBITDA”: with respect to any GGP Property, for the immediately preceding
consecutive four calendar quarters, an amount equal to (a) total revenues relating to such GGP
Property for such period determined in accordance with GAAP, without duplication of the amounts
provided for in the proviso in clause (4) below, less (b) total operating expenses relating
to such GGP Property (including applicable management fees and costs) for such period determined in
accordance with GAAP and, for the purposes of calculating the Fixed Charge Coverage Ratio and the
Interest Coverage Ratio only, the Capital Improvement Reserve with respect to such GGP Property for
such period, plus (c) to the extent subtracted pursuant to clause (b) above, interest,
income taxes (but not real estate taxes), depreciation, amortization and other non-cash charges
determined in accordance with GAAP (other than non-cash charges that constitute an accrual of or
reserve for future cash payments), which amount shall be adjusted to exclude extraordinary and
nonrecurring items (including, without limitation, sales of GGP Properties or Minority Holdings
other than as described in clause (4) below) and to eliminate the straight-lining of rents;
provided, however, that for each GGP Property (including, without limitation, newly
developed areas at any Real Estate Under Construction, the revenues of which are included in
Adjusted EBITDA) which has been owned by any Consolidated Entity or a Minority Holding or open for
business for a period of less than four calendar quarters, Adjusted EBITDA shall be calculated on a
pro forma basis (which pro forma basis shall, with respect to any
completed calendar quarter of operation by a Consolidated Entity or by a Minority Holding, be
consistent with actual results for such quarters) reasonably acceptable to the Administrative
Agent. Adjusted EBITDA shall be determined by reference to Holdings’ statement of operations for
the applicable period. Notwithstanding anything to the contrary contained herein, (1) Adjusted
EBITDA shall not include any revenues generated by or allocable to any GGP Property to the extent
that the Investment in such GGP Property violates Section 7.7; (2) Adjusted EBITDA shall not
include any revenues generated by or allocable to any Real Estate Under Construction with respect
to which Holdings elects to include Construction Asset Cost in Capitalization Value
(provided, however, that such revenues may be included to the extent that (A) the
construction in question constitutes renovation or expansion of a GGP Property that is otherwise
completed, open for business and operational, (B) the construction in question will not materially
interrupt, limit or impair such ongoing business and operations, and (C) the inclusion of both such
revenues in Adjusted EBITDA and such Construction Asset Cost in Capitalization Value is not
duplicative); (3) the headquarters building located at 110 North Wacker Drive, Chicago, Illinois is
not a GGP Property for purposes of this definition; and (4) Adjusted EBITDA for any period of four
consecutive calendar quarters shall not include any revenues generated by or allocable to any GGP
Property Disposed of by any Consolidated Entity or any Minority Holding during such period (as if
the consummation of such Disposition occurred on the first day of such period); provided
that Adjusted EBITDA generated by or allocable to any GGP Property Disposed of by any Consolidated
Entity or any Minority Holding during such period shall be included in Adjusted EBITDA solely for
the purposes of calculating the Interest Coverage Ratio and the Fixed Charge Coverage Ratio;
provided, further, that the immediately preceding “provided” clause shall
not apply to the extent that the Administrative Agent determines in its reasonable discretion that
inclusion of Adjusted EBITDA from GGP Property which has been Disposed of by any Consolidated
Entity or any Minority Holding would result in duplication due to the inclusion of Adjusted EBITDA
(on an annualized basis) from any GGP Property acquired by any Consolidated Entity or any Minority
Holding during such period. Furthermore, Adjusted EBITDA for any period of four consecutive
calendar quarters shall include, without duplication of any amount already included in Adjusted
EBITDA, Net Cash Flow From Community Development Property Land Sales.




          “Administrative Agent”: as defined in the preamble hereto.




          “Affiliate”: as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person. For purposes of this
definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 15%
or more of the equity securities having ordinary voting power for the election of directors (or
persons performing similar functions) of




2









 







such Person or (b) direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.




          “Agent”: the collective reference to the Syndication Agents, the Documentation Agents
and the Administrative Agent.




          “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a)
until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b)
thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Tranche A-1
Term Loans and (ii) the amount of such Lender’s Revolving Credit Commitment then in effect or, if
the Revolving Credit Commitments have been terminated, the amount of such Lender’s Revolving
Extensions of Credit then outstanding.




          “Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio
(expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the
Aggregate Exposures of all Lenders at such time.




          “Agreement”: this Second Amended and Restated Credit Agreement.




          “Applicable Margin”: as to any Eurodollar Loan (other than Competitive Bid Loans),
the applicable rate per annum set forth below opposite the applicable Leverage Ratio then in
effect:




	 	 	 
	 	 	Applicable Margin for
	Leverage Ratio	 	Eurodollar Loans
	£ 65%
	 	1.15%
	> 65% and £ 70%
	 	1.25%
	> 70%
	 	1.50%





The Applicable Margin shall be adjusted effective on the next Business Day following any change in
the Leverage Ratio using the information provided in the most-recently delivered officer’s
certificate pursuant to Section 6.2(b). With respect to any Eurodollar Loan that is a Competitive
Bid Loan, the Applicable Margin shall be the applicable Competitive Bid Rate set forth in a
Competitive Bid for such Competitive Bid Loan.




          “Application”: an application, in such form as the Issuing Lender may specify from
time to time, requesting the Issuing Lender to issue a Letter of Credit.




          “Arrangers”: as defined in the preamble hereto.




          “Assignee”: as defined in Section 10.6(c).




          “Assignee Group”: means two or more assignees of a Lender that are Affiliates of one
another or two or more Related Funds.




          “Assignment and Acceptance”: an Assignment and Acceptance substantially in the form
of Exhibit A delivered (with blanks appropriately completed) to the Administrative Agent in
connection with an assignment of a Lender’s interest under this Agreement in accordance with the
provisions of Section 10.6.




          “Assignment Fee”: an amount equal to $3,500 with respect to each assignment;
provided that in the event of two or more concurrent assignments by an Assignor to members
of the same Assignee




3









 








          Group (which may be effected by a suballocation of an assigned amount among
members of such Assignee Group) or two or more concurrent assignments by members of the same
Assignee Group to a single assignee (or to an assignee and members of its Assignee Group), the
Assignment Fee will be $3,500 plus the amount set forth below:




	 	 	 	 	 
	Transactions	 	Additional Amount
	First four concurrent assignments or suballocations
to members of an Assignee Group (or from members of
an Assignee Group, as applicable)

	 	$	0	 
	 
	 	 	 	 
	Each additional concurrent assignment or
suballocation to a member of such Assignee Group (or
from a member of such Assignee Group, as applicable)

	 	$	500	 






          “Assignor”: as defined in Section 10.6(c).




          “Available Revolving Credit Commitment”: with respect to any Revolving Credit Lender
at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit
Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then
outstanding.




          “Base Rate”: for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to the greater of (a) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1% and (b) the Prime Rate in effect on such day. For purposes hereof:
“Prime Rate” shall mean the rate of interest per annum publicly announced from time to time
by the Administrative Agent as its prime rate in effect at its office in New York City. The Prime
Rate is a reference rate and does not necessarily represent the lowest or best rate actually
available. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective as of the opening of business on the effective day of such change
in the Prime Rate or the Federal Funds Effective Rate, respectively.




          “Base Rate Loans”: Loans for which the applicable rate of interest is based upon the
Base Rate.




          “Benefited Lender”: as defined in Section 10.7(a).




          “Board”: the Board of Governors of the Federal Reserve System of the United States
(or any successor).




          “Borrower”: as defined in the preamble hereto.




          “Borrower Operating Agreement”: the Second Amended and Restated Operating Agreement
of the Company dated April 17, 2002, as amended by the First Amendment dated April 23, 2002, the
Second Amendment dated May 13, 2002, the Third Amendment dated October 30, 2002, the
Fourth Amendment dated April 7, 2003, the Fifth Amendment dated April 11, 2003 and the Sixth
Amendment dated November 12, 2004, as such agreement may be amended, restated, modified or
supplemented from time to time as permitted under Section 7.12.




4









 








          “Borrower Partnership Agreement”: the Second Amended and Restated Agreement of
Limited Partnership of the Partnership dated April 1, 1998, as amended by the First Amendment dated
as of June 10, 1998, the Second Amendment dated as of June 29, 1998, the Third Amendment dated
February 15, 2002, the Amendment dated as of April 24, 2002, the Fourth Amendment dated July 10,
2002, the Amendment dated November 27, 2002, the Sixth Amendment dated November 20, 2003, the
Amendment dated December 11, 2003, the Amendment dated March 5, 2004 and the Amendment dated
November 12, 2004, and as supplemented by joinders of certain third parties as limited partners in
the Partnership, as such agreement may be amended, restated, modified or supplemented from time to
time as permitted under Section 7.12.




          “Borrowing Date”: any Business Day specified by the relevant Borrower as a date on
which such Borrower requests the relevant Lenders to make Loans hereunder.




          “Borrowing Notice”: with respect to any request for borrowing of Loans hereunder, a
notice from a Borrower, substantially in the form of, and containing the information prescribed by,
Exhibit B, delivered to the Administrative Agent.




          “Business Day”: (a) for all purposes other than as covered by clause (b) below, a day
other than a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to close and (b) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (a) and which is also a day for trading by and between banks in
Dollar deposits in the interbank eurodollar market.




          “Capital Expenditures”: for any period, with respect to any Person, the aggregate of
all expenditures by such Person for the acquisition or leasing (pursuant to a Capital Lease) of
fixed or capital assets or additions to equipment (including replacements, capitalized repairs and
improvements during such period) which are required to be capitalized under GAAP on a balance sheet
of such Person; provided, however, Capital Expenditures shall include (a) the sum
of all expenditures by the Group Members and the portion of expenditures by Minority Holdings
allocable to the Group Members for tenant improvements, leasing commissions and property level
capital expenditures (e.g., roof replacement, parking lot replacement, etc.) which are not
recoverable from tenants or which have been written-off as receivables on the books of such Person
and (b) capital expenditures in connection with the purchase of new Properties or expansions of
existing Properties.




          “Capital Improvement Reserve”: (a) $0.25 per annum per square foot of mall store
gross leasable area in Real Property and (b) $0.30 per annum per square foot of office gross
leasable area in Real Property, in each case, owned by any Consolidated Entity, and in that portion
of real property owned by Minority Holdings allocable, on a pro rata basis, to Holdings or any
Consolidated Entity.




          “Capital Lease”: any lease of any property (whether real, personal or mixed) by a
Person as lessee which, in conformity with GAAP, is accounted for as a capital lease on the balance
sheet of that Person.




          “Capital Lease Obligations”: with respect to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to
use) real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as Capital Leases on a balance sheet of such Person under GAAP; and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof
at such time determined in accordance with GAAP.




5









 








          “Capital Stock”: any and all capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation) and any and all warrants, rights or
options to purchase any of the foregoing.




          “Capitalization Value”: on any date, (A) the sum, without duplication, of (a) the
Combined EBITDA with respect to all GGP Properties (except New Acquisitions) which are mall
properties and the retail portion of mixed-use properties for the period of four consecutive fiscal
quarters most recently ended divided by the Retail Cap Rate, (b) the Combined EBITDA with respect
to all GGP Properties (except New Acquisitions) which are office properties and the non-retail
portion of mixed-use properties for the period of four consecutive fiscal quarters most recently
ended divided by 8%, (c) the most recent value of Community Development Properties (without
deduction for the value of the interests of the Hughes heirs therein under the Hughes Agreement to
the extent that, upon the sale of such Community Development Properties such Hughes heirs receive
consideration only in the form of Capital Stock, but otherwise less the portion of such most recent
value attributable to any minority interest holders) as established by Landauer Associates, Inc.
(or another appraiser selected by Holdings and reasonably satisfactory to the Administrative
Agent), provided that the Required Lenders may require updates thereof from time to time
and as required when any material portion of such properties is sold or transferred, (d) for all
New Acquisitions owned by any Consolidated Entity, the cost basis of such New Acquisitions as
determined in accordance with GAAP, (e) for all New Acquisitions owned by a Minority Holding, the
portion of the cost basis of such New Acquisitions allocable to any Consolidated Entity as
determined in accordance with GAAP, (f) unrestricted cash and Cash Equivalents, (g) Inactive
Assets, other than Construction Assets, at the lesser of cost or fair market value, and (h)
Construction Asset Cost, less (B) the Capital Improvement Reserve for the period of four
consecutive fiscal quarters most recently ended; provided, however, that (i)
Capitalization Value shall include Construction Asset Cost only to the extent that Construction
Asset Cost does not exceed 10% of Capitalization Value, (ii) Capitalization Value shall include
Inactive Assets only to the extent that Inactive Assets do not exceed $500,000,000, (iii)
Capitalization Value shall not include any Inactive Asset or Construction Asset Cost incurred with
respect to any Construction Asset to the extent the incurrence of such Construction Asset Cost or
the Investment in such Inactive Asset or Construction Asset violates Section 7.7 and (iv)
Capitalization Value shall not include Construction Asset Cost as to any Real Estate Under
Construction with respect to which Holdings elects to include revenues in Adjusted EBITDA
(provided, however, that such Construction Asset Cost may be included to the extent
that (A) the construction in question constitutes renovation or expansion of a GGP Property that is
otherwise completed, open for business and operational, (B) the construction in question will not
materially interrupt, limit or impair such ongoing business and operations, and (C) the inclusion
of both such revenues in Adjusted EBITDA and such Construction Asset Cost in Capitalization Value
is not duplicative).




          “Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits, bankers’
acceptances or overnight bank deposits having maturities of one year or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the laws of the United
States of America, any state thereof, the District of Columbia, any foreign bank, or its branches
or agencies (fully protected against currency fluctuations) having combined capital and surplus of
not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by
Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the
two named rating agencies cease publishing ratings of commercial paper
issuers generally, and maturing one year or less from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of
this definition, having a term of not more than 30 days with respect to securities issued or fully
guaranteed or insured by the United States government; (e) securities with maturities of one year
or less from the date of acquisition




6









 







issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or foreign government (as the case
may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of one year or
less from the date of acquisition backed by standby letters of credit issued by any Lender or any
commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of
money market mutual or similar funds which invest exclusively in assets satisfying the requirements
of clauses (a) through (f) of this definition.




          “CERCLA”: the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C. §§ 9601 et seq., any amendments thereto, any successor statutes, and any
regulations or guidance having the force of law promulgated thereunder.




          “CERCLIS”: as defined in Section 4.17(g).




          “Change of Control”: the occurrence of any of the following events: (a) (i) more than
two of John Bucksbaum, Robert Michaels, and Bernard Freibaum, or any replacement for any of the
foregoing Persons previously approved by the Required Lenders pursuant to clause (ii) below, shall
cease to be senior officers of Holdings, and (ii) if the circumstance described in clause (i) shall
occur, the senior management positions of the foregoing Persons who cease to be senior officers as
aforesaid are not filled within 180 days after the vacancies in such positions arise with
replacements approved by the Required Lenders; or (b) (i) Holdings shall cease to own and control,
of record and beneficially, directly or indirectly, (x) at least 66 2/3% of the aggregate
outstanding voting Capital Stock of the Partnership or (y) at least 66 2/3% of the aggregate
outstanding Capital Stock of the Partnership, in each case free and clear of all Liens (except
Liens created by the Security Documents and Liens for taxes described in Section 7.3(a)), (ii) the
Partnership shall cease to own and control, of record and beneficially, (x) directly or indirectly,
100% of each class of outstanding common equity interests of the Company, (y) directly, 99% of the
outstanding Capital Stock of Rouse LP or (z) directly, 100% of the outstanding Capital Stock of
Rouse LLC, in each case free and clear of all Liens (except Liens created by the Security Documents
and Liens for taxes described in Section 7.3(a)), or (iii) Rouse LLC shall cease to own and
control, of record and beneficially, directly, 1% of the outstanding Capital Stock of Rouse LP free
and clear of all Liens (except Liens created by the Security Documents and Liens for taxes
described in Section 7.3(a)).




          “Closing Date”: the date on which the conditions precedent set forth in Section 5.1
shall have been satisfied, which date shall be not later than February 24, 2006.




          “Code”: the Internal Revenue Code of 1986, as amended from time to time.




          “Collateral”: all Property of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.




          “Combined EBITDA”: for any period, the sum of (a) 100% of the Adjusted EBITDA of the
Consolidated Entities for such period with respect to GGP Properties owned by any Consolidated
Entity; and (b) the portion of the Adjusted EBITDA of the Minority Holdings for such period
allocable to any Consolidated Entity or the Management Company in accordance with GAAP;
provided, however, that Combined EBITDA shall include Adjusted EBITDA allocable to
the Management Company only to the extent that Adjusted EBITDA allocable to the Management Company
does not exceed 4% of Combined EBITDA. Solely for the purposes of calculating the Interest Coverage Ratio and the
Fixed Charge Coverage Ratio, Combined EBITDA shall include (without duplication) interest earnings
of the Consolidated Entities and the portion of interest earnings of the Minority Holdings for such
period allocable to the Consolidated Entities in accordance with GAAP.




7









 








          “Combined Equity Value”: on any date, the Capitalization Value on such date
minus Total Adjusted Outstanding Indebtedness on such date.




          “Combined Interest Expense”: for any period, the sum of (a) interest expense of
Holdings and the Consolidated Entities paid during such period, (b) interest expense of Holdings
and the Consolidated Entities accrued for such period to the extent not paid during such period,
(c) the portion of the interest expense of Minority Holdings allocable to Holdings or any
Consolidated Entity in accordance with GAAP and paid during such period and (d) the portion of the
interest expense of Minority Holdings allocable to Holdings or any Consolidated Entity in
accordance with GAAP and accrued for such period, to the extent not paid during such period, in
each case including participating interest expense, but excluding extraordinary interest expense
and prepayment fees, premiums or penalties and net of amortization of deferred costs associated
with new financings or refinancings of existing Indebtedness; provided, however,
that (i) with respect to any GGP Property that Holdings, any Consolidated Entity or a Minority
Holding has owned for less than one year (but at least one quarter) and which is included in the
calculation of Adjusted EBITDA, the interest expense with respect thereto (incurred in connection
with any Loans made in connection with the acquisition of such GGP Property or in connection with
any mortgage loans entered into or assumed in connection therewith) shall be determined as of the
first day of each fiscal quarter for the immediately preceding consecutive one, two or three fiscal
quarters, as applicable with respect to the period such GGP Property has been owned by Holdings,
any Consolidated Entity or a Minority Holding, annualized, (ii) for each GGP Property which has
been owned by Holdings, any Consolidated Entity or a Minority Holding or open for business for a
period of less than one quarter, the interest expense with respect thereto shall be calculated on a
pro forma basis reasonably acceptable to the Administrative Agent, (iii) dividends
on preferred stock or other preferred securities shall not be considered part of Combined Interest
Expense and (iv) interest expense with respect to Indebtedness which finances any GGP Property of
Holdings, any Consolidated Entity or any Minority Holding Disposed of during such period (which
Indebtedness is repaid during such period) shall not be considered part of Combined Interest
Expense for such period; provided that to the extent Adjusted EBITDA for any such GGP
Property Disposed of during such period is included in Adjusted EBITDA for the purpose of
calculating the Interest Coverage Ratio and the Fixed Charge Coverage Ratio, such interest expense
shall be included in Combined Interest Expense for such period solely for such purposes. “Interest
expense” as described above in this definition shall include interest paid or payable to any Trust
Preferred Securities Issuer, but not dividends paid or payable by the Trust Preferred Securities
Issuer.




          “Commitment”: with respect to any Lender, each of the Tranche A-1 Term Loan
Commitment and the Revolving Credit Commitment of such Lender.




          “Commonly Controlled Entity”: an entity, whether or not incorporated, that is under
common control with the relevant Borrower within the meaning of Section 4001 of ERISA or is part of
a group that includes such Borrower and that is treated as a single employer under Section 414 of
the Code. Notwithstanding any term to the contrary herein, Commonly Controlled Entity, as to
Holdings or any Consolidated Entity, shall not include any Trust Preferred Securities Issuer.




          “Community Development Properties”: the Summerlin, Nevada and Columbia, Maryland
planned communities and other current and future planned communities owned by any Consolidated
Entity which have been valued by an independent appraiser which is qualified as a member of the
Appraisal Institute and are being so valued not less often than annually.




          “Company”: as defined in the preamble hereto.




          “Competitive Bid”: an offer by a Lender to make a Competitive Bid Loan in accordance
with Section 2.26.




8









 








          “Competitive Bid Loan”: a Loan made pursuant to Section 2.26.




          “Competitive Bid Note” as defined in Section 2.8(e).




          “Competitive Bid Rate”: with respect to any Competitive Bid for (a) Eurodollar Loans,
the Applicable Margin at which the bidding Lender is willing to make a Eurodollar Loan for the
stated Interest Period and (b) Absolute Rate Loans, the rate per annum (the “Absolute
Rate”) at which the bidding Lender is willing to make an Absolute Rate Loan for the stated
period.




          “Competitive Bid Request”: a request by any Borrower for Competitive Bids in
accordance with Section 2.26.




          “Compliance Certificate”: a certificate duly executed by a Responsible Officer,
substantially in the form of Exhibit C.




          “Confidential Information Memorandum”: the Confidential Information Memorandum dated
January 31, 2006 and furnished to the initial Lenders in connection with the syndication of the
Facilities (including any supplement thereto).




          “Consolidated Entities”: the Borrowers and the Wholly Owned Subsidiaries of one or
more of the Borrowers.




          “Construction Asset”: any GGP Property which is raw land, vacant out-parcels or Real
Estate Under Construction.




          “Construction Asset Cost”: with respect to all Construction Assets, the aggregate
sums expended on the construction of such improvements (including land acquisition costs).




          “Construction Related Indebtedness”: Indebtedness incurred to finance construction of
specific Real Estate Under Construction and which is secured by such Real Estate Under
Construction.




          “Contaminant”: any waste, pollutant, hazardous substance, toxic substance, hazardous
waste, special waste, petroleum or petroleum-derived substance or waste, radioactive materials,
asbestos (in any form or condition), polychlorinated biphenyls (PCBs), or any constituent of any
such substance or waste, and includes, but is not limited to, these terms as defined in federal,
state or local laws or regulations; provided, however, that “Contaminant” shall not include the
foregoing items to the extent (a) the same exist on the applicable Property in retail packaging for
sale as consumer products or are present in customary amounts in connection with the construction,
operation, heating and cooling or repair and maintenance activities at the Property and are stored
and used in accordance with all Environmental Laws or (b) are used in connection with a tire or
battery retail store provided the same are stored, sold and used in accordance with all
Environmental Laws.




          “Contingent Obligation”: as to any Person, without duplication, (a) any contingent
obligation of such Person required to be shown on such Person’s balance sheet in accordance with
GAAP, and (b) any obligation required to be disclosed in the footnotes to such Person’s financial
statements in accordance with GAAP, guaranteeing partially or in whole any Non-Recourse
Indebtedness, lease, dividend or other obligation, exclusive of (i) contractual indemnities (including, without
limitation, any indemnity or price-adjustment provision relating to the purchase or sale of
securities or other assets) and (ii) guarantees of non-monetary obligations (other than guarantees
of completion) which have not yet been called on or quantified, of such Person or of any other
Person. The amount of any Contingent Obligation described in clause (b) above in this definition
shall be deemed to be (A) with respect to a




9









 







guaranty of interest or interest and principal, or
operating income guaranty, the sum of all payments required to be made thereunder (which in the
case of an operating income guaranty shall be deemed to be equal to the debt service for the note
secured thereby), calculated at the interest rate applicable to such Indebtedness, through (x) in
the case of an interest or interest and principal guaranty, the stated date of maturity of the
obligation (and commencing on the date interest could first be payable thereunder), or (y) in the
case of an operating income guaranty, the date through which such guaranty will remain in effect,
and (B) with respect to all guarantees not covered by the preceding clause (A) an amount equal to
the stated or determinable amount of the primary obligation in respect of which such guaranty is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet
and on the footnotes to the most recent financial statements required to be delivered pursuant to
Section 6.1 hereto. Notwithstanding anything contained herein to the contrary, guarantees of
completion or other performance shall not be deemed to be Contingent Obligations unless and until a
claim for payment has been made thereunder, at which time any such guaranty of completion or other
performance shall be deemed to be a Contingent Obligation in an amount equal to any such claim.
Subject to the preceding sentence, (a) in the case of a joint and several guaranty given by such
Person and another Person (but only to the extent such guaranty is Recourse Indebtedness, directly
or indirectly to any Group Member), the amount of the guaranty shall be deemed to be 100% thereof
unless and only to the extent that (i) such other Person has delivered cash or Cash Equivalents to
secure all or any part of such Person’s obligations under such joint and several guaranty or (ii)
such other Person holds an Investment Grade Credit Rating from any of Fitch, Moody’s or S&P or has
creditworthiness otherwise reasonably acceptable to the Administrative Agent, and (b) in the case
of a guaranty (whether or not joint and several) of an obligation otherwise constituting
Indebtedness of such Person, the amount of such guaranty shall be deemed to be only that amount in
excess of the amount of the obligation constituting Indebtedness of such Person. Notwithstanding
anything contained herein to the contrary, “Contingent Obligations” shall not be deemed to include
guarantees of loan commitments or of construction loans to the extent the same have not been drawn.




          “Contractual Obligation”: as to any Person, any provision of any securities issued by
such Person or of any agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its Property is bound.




          “Control Agreement”: the Control Agreement with respect to all dividends and other
distributions received from Rouse LP which was executed and delivered by the Partnership at the
time of execution of the Existing Credit Agreement.




          “Credit Facility Fee Rate”: 1/4 of 1% per annum (payable in respect of the Revolving
Credit Commitments).




          “Credit Rating”: the publicly announced rating of the long-term unsecured debt of a
Person given by Fitch, Moody’s or S&P.




          “Default”: any of the events specified in Section 8, whether or not any requirement
for the giving of notice, the lapse of time, or both, has been satisfied.




          “Disposition”: with respect to any Property, any sale, lease (other than any lease
entered into in the ordinary course of business), sale and leaseback, assignment, conveyance,
transfer or other disposition thereof; provided, however, that a Disposition shall
not include any such transaction solely in connection with the mortgaging or other transfer of a
Property as security for any permitted Secured Mortgage Indebtedness. The terms “Dispose”
and “Disposed of” shall have correlative meanings.




10









 








          “Distributions”: as defined in Section 6.10.




          “Documentation Agents”: as defined in the preamble hereto.




          “Dollars” and “$”: dollars in lawful currency of the United States of
America.




          “Environmental Laws”: any and all laws, rules, orders, regulations, statutes,
ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including,
without limitation, common law) of any international authority, foreign government, the United
States, or any state, local, municipal or other governmental authority of competent jurisdiction
and authority, regulating, relating to or imposing liability or standards of conduct concerning
protection of the environment or of human health as it relates to any Contaminant exposure, or
employee health and safety relating to any Contaminant, as has been, is now, or may at any time
hereafter be, in effect, including, without limitation, the Clean Air Act of 1970 (42 U.S.C. § 7401
et seq.), as amended, the Clean Water Act of 1977 (15 U.S.C. § 2601 et seq.), as
amended, CERCLA, RCRA, any so-called “Superfund” or “Superlien” law, the Toxic Substances Control
Act of 1976 (33 U.S.C. § 1251 et seq.), as amended, and those portions of OSHA and public
health codes relating to Contaminant handling or exposure, each as from time to time in effect.




          “Environmental Lien”: a Lien in favor of any Governmental Authority for any (a)
liabilities under any Environmental Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a Contaminant into the
environment.




          “Environmental Permits”: any and all permits, licenses, approvals, registrations,
notifications, exemptions and other authorizations required under any Environmental Law.




          “Equipment”: equipment which is personal property used in connection with the
maintenance of any GGP Property.




          “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to
time.




          “Eurocurrency Reserve Requirements”: for any day, the aggregate (without duplication)
of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such
day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction with respect thereto
dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal
Reserve System.




          “Eurodollar Base Rate”: with respect to each day during each Interest Period, the
rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to
such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of
the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such
Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen
(or otherwise on such screen), the “Eurodollar Base Rate” for purposes of this definition
shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be reasonably
selected by the Administrative Agent.




          “Eurodollar Loans”: Loans for which the applicable rate of interest is based upon the
Eurodollar Rate.




11









 








          “Eurodollar Rate”: with respect to each day during each Interest Period, a rate per
annum determined for such day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):




Eurodollar Base Rate

1.00 — Eurocurrency Reserve Requirements





          “Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular
Facility the then current Interest Periods with respect to all of which begin on the same date and
end on the same later date (whether or not such Loans shall originally have been made on the same
day).




          “Event of Default”: any of the events specified in Section 8, provided that
any requirement for the giving of notice, the lapse of time, or both, has been satisfied.




          “Existing Contractual Obligations”: Contractual Obligations of any Group Member in
effect on the Closing Date.




          “Existing Credit Agreement”: as defined in the recitals hereto.




          “Existing Letters of Credit”: the Letters of Credit listed on Schedule 3.10.




          “Existing Letter of Credit Issuer”: each of Bank of America, N.A. and Bank One, N.A.




          “Extension Fee”: either the Revolving Credit Extension Fee or the Tranche A-1 Term
Loan Extension Fee, as applicable.




          “Extension Notice”: either the Revolving Credit Extension Notice or the Tranche A-1
Term Loan Extension Notice, as applicable.




          “Facility”: each of (a) the Tranche A-1 Term Loan Commitments and the Tranche A-1
Term Loans made thereunder (the “Tranche A-1 Term Loan Facility”) and (b) the Revolving
Credit Commitments and the extensions of credit made thereunder (the “Revolving Credit
Facility”).




          “Facility Fee”: as such term is defined in Section 2.9.




          “Federal Funds Effective Rate”: for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent from three federal
funds brokers of recognized standing reasonably selected by it.




          “FFO”: net income, excluding gains (or losses) from debt restructuring and sales of
property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships
and joint ventures (which will be calculated to reflect funds from operations on the same basis),
as determined and adjusted in accordance with the standards established from time to time by the National
Association of Real Estate Investment Trusts. To the extent not already included pursuant to the
preceding sentence, Net Cash Flow From Community Development Property Land Sales shall be included
in FFO.




          “Fitch”: Fitch, Inc.




12









 








          “Fixed Charge Coverage Ratio”: for any period, the ratio of (a) Combined EBITDA for
such period to (b) Fixed Charges for such period.




          “Fixed Charges”: for any period, the sum of (a) Combined Interest Expense for such
period and (b) the aggregate of all scheduled principal payments on Total Adjusted Outstanding
Indebtedness (other than the Loans and the Short Term Indebtedness) according to GAAP made or
required to be made during such fiscal period for Holdings, the Consolidated Entities and Minority
Holdings (but excluding balloon payments of principal due upon the stated maturity of an
Indebtedness), and (c) without duplicating amounts already included in Combined Interest Expense,
the aggregate of all dividends and interest, if any, payable during such period on the preferred
stock or other preferred securities (exclusive of Trust Preferred Securities) of Holdings and the
Consolidated Entities, and of Minority Holdings allocable on a pro rata basis to Holdings or any
Consolidated Entity, which preferred securities are not owned by any Group Member (including on any
preferred units of the Company not owned by any Group Member).




          “Funding Office”: the office specified from time to time by the Administrative Agent
as its funding office by notice to the relevant Borrower and the Lenders.




          “GAAP”: generally accepted accounting principles in the United States of America as
in effect from time to time.




          “GGP Property”: any Real Property or personal property, plant, building, facility,
structure, underground storage tank or unit, equipment, general intangible, receivable, or other
asset owned, leased or operated by any Consolidated Entity or any Minority Holding (including any
surface water thereon or adjacent thereto, and soil and groundwater thereunder).




          “Goldman Preferred Stock”: the 8.95% Series B Cumulative Redeemable Preferred Units
of the Company owned by GSEP 2002 Realty Corp. on the date hereof.




          “Governmental Authority”: any nation or government, any state or other political
subdivision thereof and any entity of competent authority and jurisdiction exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or pertaining to
government.




          “Group Members”: Holdings and all of its Subsidiaries, including, without limitation,
the Borrowers and Rouse LP.




          “Guarantee and Pledge Agreement”: the Guarantee and Pledge Agreement, dated as of
November 12, 2004 executed and delivered by Holdings, the Partnership and Rouse LLC.




          “Guarantors”: the collective reference to Holdings (with respect to the Obligations
of the Partnership and the Company), the Partnership (with respect to the Obligations of Holdings
and the Company) and Rouse LLC.




          “Hedge Agreements”: all interest rate or currency swaps, caps or collar agreements,
foreign exchange agreements, commodity contracts or similar arrangements entered into by the
Partnership or its Subsidiaries providing for protection against fluctuations in interest
rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations,
either generally or under specific contingencies.




          “Holdings”: as defined in the preamble hereto.




13









 








          “Homart Portfolio”: the portfolio of GGP Properties commonly described by the
Partnership as GGP/Homart and GGP/Homart II, and their respective Subsidiaries and Investments.




          “Hughes Agreement”: the Contingent Stock Agreement, effective as of January 1, 1996,
by Rouse LP in favor of and for the benefit of the “Holders” and the “Representatives” (as such
terms are defined therein).




          “Improvements”: with respect to any Real Property, all buildings, fixtures,
structures, parking areas, landscaping and all other improvements whether existing now or hereafter
constructed, together with all machinery and mechanical, electrical, HVAC and plumbing systems
presently or hereafter located thereon and used in the operation thereof, excluding (a) any such
items owned by utility service providers, (b) any such items owned by tenants or other
third-parties and (c) any items of personal property not constituting fixtures.




          “Inactive Assets”: without duplication, Construction Assets (other than Real Estate
Under Construction), loans receivable (including, without limitation, purchase money and other
mortgage loans), the amount of Capital Expenditures made during the applicable period, and other
miscellaneous Property not described in any of the clauses (1) through (4) of Section 7.7(f), and
the headquarters buildings located at 110 North Wacker Drive, Chicago, Illinois, and 10275 Little
Patuxent Parkways, Columbia, Maryland, provided that the value of such headquarters
buildings for the purpose of calculating Inactive Assets shall be as set forth in the most recent
appraisals of said buildings, respectively, received from time to time by Holdings which appraisals
are prepared by an MAI appraiser from a nationally recognized appraisal firm in accordance with the
requirements of FIRREA. Holdings shall promptly deliver to Administrative Agent a copy of each
appraisal of said buildings received by Holdings from time to time. To the extent there is no
appraisal of either such headquarters building, such building shall be valued at book value.




          “Increase Effective Date”: as defined in Section 2.27(d).




          “Increasing Lender”: as defined in Section 2.27(b).




          “Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of Property or services (other than trade payables and accrued expenses incurred in the
ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to Property acquired by such
Person (even though the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such Property), (e) all Capital Lease
Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under acceptance, letter of credit, surety bond or similar facilities,
(g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or
otherwise acquire for value any Capital Stock of such Person (other than (i) obligations existing
on the Closing Date that Holdings has the right to satisfy by delivery of Capital Stock of
Holdings, (ii) obligations that Holdings is given the right to satisfy by delivery of Capital Stock
of Holdings and (iii) obligations to redeem Trust Preferred Securities), (h) all Contingent
Obligations of such Person, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which
the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on Property (including, without limitation, accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the payment of such obligation,
(j) for the purposes of Section 8(e) only, the net obligations of such Person in respect of Hedge
Agreements and (k) all obligations of such Person in respect of forward equity sales and similar
purchase obligations. The




14









 







Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor.




          “Indemnified Liabilities”: as defined in Section 10.5.




          “Indemnitee”: as defined in Section 10.5.




          “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.




          “Insolvent”: pertaining to a condition of Insolvency.




          “Intellectual Property”: the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents,
patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights
to sue at law or in equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.




          “Interest Coverage Ratio”: for any period, the ratio of (a) Combined EBITDA for such
period to (b) Combined Interest Expense for such period.




          “Interest Payment Date”: (a) as to any Base Rate Loan, the first day of each calendar
month (as to interest through the end of the immediately preceding calendar month), (b) as to any
Eurodollar Loan having an Interest Period of three months or shorter, the last day of such Interest
Period, (c) as to any Eurodollar Loan having an Interest Period of more than three months, each day
that is three months, or a whole multiple thereof, after the first day of such Interest Period and
the last day of such Interest Period, (d) as to any Swing Line Loan, the first day of each calendar
month and (e) as to any Loan, the date of repayment of such Loan.




          “Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on
the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and
ending one, two, three or six months thereafter, as selected by the relevant Borrower in its notice
of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b)
thereafter, each period commencing on the last day of the immediately preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected
by the relevant Borrower by irrevocable notice to the Administrative Agent not later than 11:00
A.M., New York City time, on the date that is at least three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided that, all of the foregoing
provisions relating to Interest Periods are subject to the following:





(1) if any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless
the result of such extension would be to carry such Interest Period into another calendar month in
which event such Interest Period shall end on the immediately preceding Business
Day;




(2) any Interest Period that would otherwise extend beyond the Revolving Credit
Termination Date or beyond the date final payment is due on the Tranche A-1 Term



15









 






Loans shall end on the Revolving Credit Termination Date or such due date, as
applicable; and




(3) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period.



          “Investment Grade”: (i) with respect to Fitch, a Credit Rating of BBB- or higher, (ii)
with respect to Moody’s, a Credit Rating of Baa3 or higher and (iii) with respect to S&P, a Credit
Rating of BBB- or higher.




          “Investments”: as defined in Section 7.7.




          “Issuing Lender”: Eurohypo AG, New York Branch, or any other Lender (which Lender
consents to being an Issuing Lender) in the Revolving Credit Facility selected by the Borrower and
approved by the Administrative Agent, such approval not to be unreasonably withheld.




          “Ivanhoe Portfolio”: the portfolio of GGP Properties commonly described by the
Partnership as GGP Ivanhoe and GGP Ivanhoe IV, and their respective Subsidiaries and Investments.




          “L/C Commitment”: an amount equal to the greater of (a) $100,000,000 and (b) the
product of (x) fifteen percent (15%) and (y) the greater of (i) the amount of Total Revolving
Credit Commitments as of the Closing Date and (ii) the amount of Total Revolving Credit Commitments
at the time that the applicable Letter of Credit is issued.




          “L/C Fee Payment Date”: the last day of each March, June, September and December and
the last day of the Revolving Credit Commitment Period.




          “L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then
undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount
of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.




          “L/C Participants”: with respect to any Letter of Credit, the collective reference to
all the Revolving Credit Lenders other than the Issuing Lender that issued such letter of Credit.




          “Lease”: a lease, license, concession agreement or other agreement providing for the
use or occupancy of any portion of any Property, including all amendments, supplements,
modifications and assignments thereof and all side letters or side agreements relating thereto.




          “Lender Addendum”: with respect to any initial Lender, a Lender Addendum,
substantially in the form of Exhibit E, to be executed and delivered by such Lender on the Closing
Date as provided in Section 10.17.




          “Lenders”: as defined in the preamble hereto.




          “Letters of Credit”: as defined in Section 3.1(a).




          “Leverage Ratio”: on any date, the ratio, expressed as a percentage, of (a) Total
Adjusted Outstanding Indebtedness on such date to (b) the Capitalization Value on such date.




16









 








          “Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), Environmental Lien, charge or other security interest or
any preference, priority or other security agreement of any kind or nature whatsoever in respect of
the property of a Person (including, without limitation, any conditional sale or other title
retention agreement and any Capital Lease having substantially the same economic effect as any of
the foregoing).




          “Limited Minority Holdings”: Minority Holdings in which (i) Holdings or any
Consolidated Entity has a less than 50% ownership interest or (ii) Holdings or any Consolidated
Entity does not control the management of such Minority Holding, whether as the general partner or
managing member of such Minority Holding, or otherwise. As used in this definition, Holdings or
any Consolidated Entity shall not be deemed to “control” the management of such Minority Holding
unless it has the authority to make major management decisions and has the authority to manage
day-to-day operations of such entity, including to manage the day-to-day leasing, management or
development of the GGP Properties of such Minority Holding pursuant to the terms of a management
agreement; provided that in no event shall GGP/Homart, Inc., GGP/Homart II L.L.C., or
GGP-TRS L.L.C. be deemed Limited Minority Holdings for the purpose of this Agreement.




          “Loan”: any loan made by any Lender pursuant to this Agreement.




          “Loan Documents”: this Agreement, the Security Documents, the Applications and the
Notes.




          “Loan Parties”: Holdings, each Borrower and each other Group Member that is a party
to a Loan Document.




          “Majority Facility Lenders”: with respect to any Facility, the holders of more than
50% of the aggregate unpaid principal amount of the Tranche A-1 Term Loans or the Total Revolving
Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the
Revolving Credit Facility, prior to any termination of the Revolving Credit Commitments, the
holders of more than 50% of the Total Revolving Credit Commitments).




          “Majority Revolving Credit Facility Lenders”: the Majority Facility Lenders in
respect of the Revolving Credit Facility.




          “Management Company”: General Growth Management, Inc., a Delaware corporation, and
its Affiliates, and any of its successors and assigns that are Affiliates of Holdings.




          “Material Adverse Effect”: a material adverse effect on (a) the business, assets,
property, condition (financial or otherwise) or prospects of the Group Members taken as a whole or
(b) the validity or enforceability of any of the Loan Documents or the rights and remedies of the
Administrative Agent and the Lenders hereunder and thereunder; provided, however,
that solely on the Closing Date and with respect to the representations and warranties to be made
by the Loan Parties on the Closing Date and the Closing Certificates to be delivered pursuant to
Section 5.1(j), “Material Adverse Effect” shall mean: (a) the occurrence of any change or effect
that has been or would be materially adverse to the business, financial condition or results of
operations of the Group Members taken as a whole other than (I) except as provided in clause (b)
below, any change or effect resulting from (i) changes in general international,
national or regional economic or financial conditions, or changes in the securities market in
general, or (ii) changes in any laws or regulations or accounting regulations or principles
applicable to the Group Members and (II) except as provided in clause (c) below, general changes or
developments in the industries in which the Group Members operate; (b) the occurrence of any of the
following events: (i) a declaration of a banking moratorium or any suspension of payments in
respect of banks in the United




17









 







States (whether or not mandatory), (ii) any act of war or terrorism
or another material event resulting in a major dislocation of financial markets that materially and
adversely affects the ability of financial institutions in the United States to extend credit or
syndicate loans or (iii) any mandatory limitation by any governmental authority on the extension of
credit generally by banks or other financial institutions; or (c) the occurrence of any act of war
or terrorism that materially and adversely affects the United States retail shopping mall business
taken as a whole.




          “Materials of Environmental Concern”: any gasoline or petroleum (including crude oil
or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde
insulation, asbestos, pollutants, Contaminants, radioactivity, and any other substances or forces
of any kind, whether or not any such substance or force is defined as hazardous or toxic under any
Environmental Law, that is regulated pursuant to or could reasonably be expected to give rise to
liability under any Environmental Law.




          “Minority Holdings”: partnerships, joint ventures, trusts, limited liability
companies and corporations held or owned by Holdings, any Consolidated Entity or the Management
Company, which are not Wholly Owned Subsidiaries of one or more of Holdings, any Consolidated
Entity or the Management Company.




          “Moody’s”: Moody’s Investor Services, Inc.




          “Multiemployer Plan”: a defined benefit pension plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.




          “Net Cash Flow From Community Development Property Land Sales”: “Estimated Net Cash
Flow Generated by Master Planned Communities segment (c)” as reported by Holdings on page 19 of
Holdings’ Supplemental Financial Information on Form 8-K for the three months and nine months ended
September 30, 2005, and as so reported by Holdings for future periods, determined consistently.




          “New Acquisitions”: all GGP Properties which are acquired by a Consolidated Entity or
a Minority Holding and which have been owned by a Consolidated Entity or a Minority Holding (as
applicable) for less than eight fiscal quarters which the Borrowers elect, in their sole
discretion, solely for purposes of determination of Capitalization Value, to treat as a New
Acquisition. Notwithstanding the foregoing, if the aggregate of the amounts set forth in clauses
(d) and (e) of the definition of Capitalization Value would exceed 20% of Capitalization Value (as
calculated prior to the application of this sentence), then there shall be excluded from New
Acquisitions GGP Properties with a cost basis sufficient so that no more than 20% of Capitalization
Value will consist of the amounts set forth in clauses (d) and (e) of such definition. The GGP
Properties to be excluded from New Acquisitions shall be as determined by Holdings in its sole
discretion (as shall be shown on the schedules to each Compliance Certificate delivered pursuant to
Section 6.2(b)) and, in the absence of such determination by Holdings, the GGP Properties to be
excluded shall be as determined by the Administrative Agent in its sole discretion. As a result of
such excluded GGP Properties ceasing to constitute “New Acquisitions”, such GGP Properties would be
included in clauses (a) and (b) of the definition of Capitalization Value.




          “Non-Excluded Taxes”: as defined in Section 2.20(a).




          “Non-Recourse Indebtedness”: Indebtedness which is not Recourse Indebtedness.




          “Non-U.S. Lender”: as defined in Section 2.20(d).




18









 








          “Note”: any Tranche A-1 Term Note, Revolving Credit Note, Competitive Bid Note or
Swing Line Note.




          “NPL”: as defined in Section 4.17(g).




          “Obligations”: the unpaid principal of and interest on (including, without
limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and
interest accruing after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement
Obligations and all other obligations and liabilities of each Borrower to the Administrative Agent
or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Loan Document, the Letters of Credit, or any Specified
Hedge Agreement, whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of
counsel to the Administrative Agent or to any Lender that are required to be paid by any Borrower
pursuant hereto) or otherwise; provided, that (i) obligations of any Borrower or any
Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the
Security Documents only to the extent that, and for so long as, the other Obligations are so
secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner
permitted by this Agreement shall not require the consent of holders of obligations under Specified
Hedge Agreements.




          “OSHA”: the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et
seq., any amendments thereto, any successor statutes and any regulations or guidance having the
force of law promulgated thereunder.




          “Other Taxes”: any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.




          “Participant”: as defined in Section 10.6(b).




          “Participation Amount”: as defined in Section 3.4(b).




          “Partnership”: as defined in the preamble hereto.




          “Payment Amount”: as defined in Section 3.5.




          “Payment Office”: the office specified from time to time by the Administrative Agent
as its payment office by notice to the Borrowers and the Lenders.




          “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A
of Title IV of ERISA (or any successor).




          “Permits”: any permit, consent, approval, authorization, license, variance, or
permission required from any Person or any Governmental Authority.




          “Person”: an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.




19









 








          “Plan”: at a particular time, any employee benefit plan that is covered by ERISA and
in respect of which the relevant Borrower or a Commonly Controlled Entity is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA.




          “Pledged Equity”: as defined in the Guarantee and Pledge Agreement.




          “Property”: any right or interest in or to property of any kind whatsoever, whether
real, personal or mixed and whether tangible or intangible, including, without limitation, Capital
Stock.




          “Qualified Counterparty”: with respect to any Specified Hedge Agreement, any
counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a
Lender or an affiliate of a Lender.




          “Qualifying Trust Preferred Securities Indebtedness”: Up to $500,000,000 (in the
aggregate) of Indebtedness of Holdings or another Borrower to a Trust Preferred Securities Issuer
(a) which Indebtedness is incurred with respect to Trust Preferred Securities which are not subject
to mandatory redemption by the holder thereof until at least the twentieth anniversary of the date
of issuance and are not callable prior to the date five years after issuance and (b) which
Indebtedness is subordinate and junior in right of payment to the Loans and the Short Term
Indebtedness pursuant to subordination provisions approved in writing by Administrative Agent, such
approval not to be unreasonably withheld. Administrative Agent shall be deemed to have approved
such subordination provisions if it fails to approve, disapprove or provide written comments within
four (4) Business Days of receipt of such subordination provisions by Administrative Agent and its
counsel. Additionally, once Administrative Agent approves subordination language for this purpose,
no further approval shall be required for re-use of the same (or substantially the same)
subordination language.




          “RCRA”: the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et
seq., any amendments thereto, any successor statutes, and any regulations or guidance having
the force of law promulgated thereunder.




          “RCR Notice”: as defined in Section 2.25(d).




          “Real Estate Under Construction”: Real Property on which construction of material
improvements has commenced and is continuing to be performed, but has not yet been completed (as
such completion shall be evidenced by such Real Property being opened for business to the general
public).




          “Real Property”: with respect to any Subsidiary of Holdings, all of its present and
future right, title and interest (including, without limitation, any leasehold estate) in (a) any
plots, pieces or parcels of land, (b) any Improvements of every nature whatsoever (the rights and
interests described in clause (a) above and this clause (b) being the “Premises”), (c) all
easements, rights of way, gores of land or any lands occupied by streets, ways, alleys, passages,
sewer rights, water courses, water rights and powers, and public places adjoining such land, and
any other interests in property constituting appurtenances to the Premises, or which hereafter
shall in any way belong, relate or be appurtenant thereto, (d) all hereditaments, gas, oil,
minerals (with the right to extract, sever and remove such gas, oil and minerals), and easements,
of every nature whatsoever, located in, on or benefiting the Premises and
(e) all other rights and privileges thereunto belonging or appertaining and all extensions,
additions, improvements, betterments, renewals, substitutions and replacements to or of any of the
rights and interests described in clauses (c) and (d) above.




20









 








          “Recourse Indebtedness”: any Indebtedness, to the extent that recourse of the
applicable lender for non-payment is not limited to such lender’s Liens on a particular asset or
group of assets.




          “Recourse Secured Mortgage Indebtedness”: any Secured Mortgage Indebtedness
(including Construction Related Indebtedness) that is Recourse Indebtedness.




          “Refunded Swing Line Loans”: as defined in Section 2.7(b).




          “Refunding Date”: as defined in Section 2.7(c).




          “Register”: as defined in Section 10.6(d).




          “Regulation U”: Regulation U of the Board as in effect from time to time.




          “Reimbursement Obligation”: the obligation of the relevant Borrower to reimburse the
Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.




          “REIT”: a domestic trust or corporation that qualifies as a real estate investment
trust under the provisions of Sections 856, et seq. of the Code.




          “Related Fund”: with respect to any Lender, any fund that (a) invests in commercial
loans and (b) is managed or advised by the same investment advisor as such Lender (or an Affiliate
of such investment advisor), by such Lender or an Affiliate of such Lender.




          “Release”: any release, spill, emission, leaking, pumping, pouring, dumping,
injection, deposit, disposal, abandonment, or discarding of barrels, containers or other
receptacles, discharge, emptying, escape, dispersal, leaching or migration into the indoor or
outdoor environment or into or out of any GGP Property, including the movement of Contaminants
through or in the air, soil, surface water, groundwater or GGP Property.




          “Remedial Action”: actions required under any Environmental Law to (a) clean up,
remove, treat or in any other way address Contaminants in the indoor or outdoor environment, (b)
prevent the Release or threat of Release or minimize the further Release of Contaminants, (c)
investigate and determine if a remedial response is needed and to design such a response and
post-remedial investigation, monitoring, operation and maintenance and care or (d) cure or prevent
any violation of any Environmental Law.




          “Reorganization”: with respect to any Multiemployer Plan, the condition that such
plan is in reorganization within the meaning of Section 4241 of ERISA.




          “Replacement Term Loans”: as defined in Section 10.1.




          “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty day notice is waived under PBGC Reg. § 4043.




          “Required Lenders”: at any time, the holders of more than 50% of (a) until the
Closing Date, the Commitments and (b) thereafter, the sum of (i) the aggregate unpaid principal
amount of the Tranche A-1 Term Loans then outstanding and (ii) the Total Revolving Credit Commitments then
in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving
Extensions of Credit then outstanding.




21









 








          “Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws
or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator of competent authority and jurisdiction or a court of
competent authority and jurisdiction or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its Property or to which such Person or any of its Property is
subject.




          “Responsible Officer”: the chief executive officer, president or chief financial
officer of Holdings, but in any event, with respect to financial matters, the chief financial
officer of Holdings.




          “Restricted Payments”: as defined in Section 7.6(a).




          “Retail Cap Rate”: 6.75%, subject to adjustment in accordance with Section 2.25(d).




          “Revolving Credit Commitment”: as to any Lender, the obligation of such Lender, if
any, to make Revolving Credit Loans and participate in Swing Line Loans and Letters of Credit, in
an aggregate principal or face amount not to exceed the amount set forth under the heading
“Revolving Credit Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum
delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to
which such Lender became a party hereto, as the same may be changed from time to time pursuant to
the terms hereof. The original aggregate amount of the Total Revolving Credit Commitments is
$650,000,000.




          “Revolving Credit Commitment Period”: the period from and including the Closing Date
to the Revolving Credit Termination Date.




          “Revolving Credit Extension Fee”: a fee equal to twenty hundredths of one percent
(0.20%) of the aggregate amount of Revolving Credit Commitments then in effect as of the date on
which the Borrowers deliver to the Administrative Agent the Revolving Credit Extension Notice.




          “Revolving Credit Extension Notice”: as defined in Section 2.25(a).




          “Revolving Credit Extension Option”: as defined in Section 2.25(a).




          “Revolving Credit Facility”: as defined in the definition of “Facility” in this
Section 1.1.




          “Revolving Credit Lender”: each Lender that has a Revolving Credit Commitment or that
is the holder of Revolving Credit Loans.




          “Revolving Credit Loans”: as defined in Section 2.4.




          “Revolving Credit Note”: as defined in Section 2.8(e).




          “Revolving Credit Percentage”: as to any Revolving Credit Lender at any time, the
percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving
Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or
terminated, the percentage which the aggregate amount of such Lender’s Revolving Extensions of
Credit then outstanding constitutes of the Total Revolving Extensions of Credit then outstanding).




          “Revolving Credit Termination Date”: (a) February 24, 2010; or (b) provided
that, the Revolving Credit Extension Option has been properly exercised, February 24, 2011.




22









 








          “Revolving Extensions of Credit”: as to any Revolving Credit Lender at any time, an
amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by
such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations
then outstanding, (c) such Lender’s Revolving Credit Percentage of the aggregate principal amount
of Swing Line Loans then outstanding and (d) the aggregate principal amount of all Competitive Bid
Loans made by such Lender then outstanding.




          “Rouse LLC”: Rouse LLC, a Delaware limited liability company.




          “Rouse LP”: The Rouse Company LP, a Delaware limited partnership and a Subsidiary of
the Partnership, the successor to The Rouse Company.




          “S&P”: Standard & Poor’s Ratings Services.




          “SEC”: the Securities and Exchange Commission (or successors thereto).




          “Secured Mortgage Indebtedness”: any Indebtedness (other than the Loans) secured by a
mortgage on any real property (or, for convenience, to avoid expense or for other bona fide
business purposes of Borrower, secured by rentals or cash flow of one or more real properties but
not by a mortgage) or secured by a Lien on any Capital Stock of any entity whose primary asset is
(A) the real property financed by such Indebtedness or (B) the Capital Stock of an entity that
directly or indirectly owns such real property.




          “Security Documents”: the collective reference to the Guarantee and Pledge Agreement,
the Control Agreement and all other security documents hereafter delivered to the Administrative
Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of
any Loan Party under any Loan Document.




          “Short Term Indebtedness”: means the Indebtedness created pursuant to that certain
Short Term Credit Facility Agreement, dated as of the Closing Date, among the Borrowers, as
borrower, Eurohypo AG, New York Branch, as administrative agent thereunder, Bank of America
Securities LLC, Eurohypo AG, New York Branch and Wachovia Capital Markets LLC, as arrangers
thereunder, the lenders party thereto from time to time and such other parties thereto in their
respective capacities thereunder.




          “Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but which is
not a Multiemployer Plan.




          “Solvent”: with respect to any Person, as of any date of determination, (a) the
amount of the “present fair saleable value” of the assets of such Person will, as of such date,
exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as
such quoted terms are determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of
such Person will, as of such date, be greater than the probable amount that will be required to pay
the liability of such Person on its debts as such debts become absolute and matured, (c) such
Person will not have, as of such date, an unreasonably small amount of capital with which to
conduct its business, and (d) such Person is then able and expects to be able to pay its debts as
they mature. For purposes of this definition, (i) ”debt” means liability on a “claim”, and (ii)
”claim” means any (x) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach
of performance if such




23









 







breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.




          “SPC”: as defined in Section 10.6(g).




          “Specified Hedge Agreement”: any Hedge Agreement entered into by any Group Member and
any Qualified Counterparty.




          “Subordinated Debt”: any Indebtedness that is expressly subordinated to the prior
payment of the Obligations in a manner reasonably satisfactory to the Administrative Agent.




          “Subsidiary”: as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the management of which is
otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.




          “Swing Line Commitment”: the obligation of the Swing Line Lender to make Swing Line
Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to
exceed an amount equal to the product of (x) ten percent (10%) and (y) the greater of (i) the Total
Revolving Credit Commitments as of the Closing Date and (ii) the Total Revolving Credit Commitments
at the time such Swing Line Loan is made.




          “Swing Line Lender”: Eurohypo AG, New York Branch, in its capacity as the lender of
Swing Line Loans.




          “Swing Line Loans”: as defined in Section 2.6(a).




          “Swing Line Loan Termination Date”: as defined in Section 2.7(a).




          “Swing Line Note”: as defined in Section 2.8(e).




          “Swing Line Participation Amount”: as defined in Section 2.7(c).




          “Syndication Agent”: as defined in the preamble hereto.




          “Total Adjusted Outstanding Indebtedness”: on any date, the sum, without duplication,
of (a) the amount of Indebtedness of Holdings and the Consolidated Entities set forth on the then
most recent quarterly financial statements of Holdings, (b) the outstanding amount of Indebtedness
of Minority Holdings allocable to Holdings or any Consolidated Entity as of the time of
determination and (c) the Contingent Obligations of Holdings and the Consolidated Entities and, to
the extent allocable to Holdings or any Consolidated Entity in accordance with GAAP, of the
Minority Holdings; provided, that solely for purposes of this definition, the term
“Indebtedness” shall not include Indebtedness with respect to letters of credit issued to support
operating income guaranties or other performance guaranty or completion guaranty obligations or
obligations under interest rate swap arrangements; provided, however, that the
exclusion for obligations under interest rate swap arrangements and for letters of credit issued to
support performance guaranty obligations shall not exceed 1% of Capitalization Value in the aggregate.
The Indebtedness included in Total Adjusted Outstanding Indebtedness shall include Indebtedness to
a Trust




24









 







Preferred Securities Issuer, provided that solely with respect to the usage of this
definition in the definition of “Leverage Ratio”, the term “Indebtedness” shall exclude Qualifying
Trust Preferred Securities Indebtedness. Total Adjusted Outstanding Indebtedness shall not include
the principal amount of (or interest on) special improvement district bonds, utility district
bonds, other infrastructure improvement bonds, any tax increment financing or other similar
financing by a public issuer which is serviced by general or special tax assessments against a GGP
Property but which principal is not an obligation of the owner of such GGP Property (or of any
other of the Consolidated Entities or any Minority Holding).




          “Total Revolving Credit Commitments”: at any time, the aggregate amount of the
Revolving Credit Commitments then in effect.




          “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the
Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.




          “Tranche A-1 Term Loan”: as defined in Section 2.1(a).




          “Tranche A-1 Term Loan Commitment”: as to any Lender, the obligation of such Lender,
if any, to make a Tranche A-1 Term Loan to the Borrowers hereunder in a principal amount not to
exceed the amount set forth under the heading “Tranche A-1 Term Loan Commitment” opposite such
Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may
be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the
same may be changed from time to time pursuant to the terms hereof. The original aggregate amount
of the Tranche A-1 Term Loan Commitments is $2,850,000,000.




          “Tranche A-1 Term Loan Extension Fee”: a fee equal to fifteen hundredths of one
percent (0.15%) of the aggregate principal amount of Tranche A-1 Term Loans outstanding as of the
date on which the Borrowers deliver to the Administrative Agent the Tranche A-1 Term Loan Extension
Notice.




          “Tranche A-1 Term Loan Extension Notice”: as defined in Section 2.25(b).




          “Tranche A-1 Term Loan Extension Option”: as defined in Section 2.25(b).




          “Tranche A-1 Term Loan Facility”: as defined in the definition of “Facility” in this
Section 1.1.




          “Tranche A-1 Term Loan Lender”: each Lender that has a Tranche A-1 Term Loan
Commitment or is the holder of a Tranche A-1 Term Loan.




          “Tranche A-1 Term Loan Percentage”: as to any Tranche A-1 Term Loan Lender at any
time, the percentage which such Lender’s Tranche A-1 Term Loan Commitment then constitutes of the
aggregate Tranche A-1 Term Loan Commitments (or, at any time after the Closing Date, the percentage
which the aggregate principal amount of such Lender’s Tranche A-1 Term Loans then outstanding
constitutes of the aggregate principal amount of the Tranche A-1 Term Loans then outstanding).




          “Tranche A-1 Term Loan Termination Date”: (a) February 24, 2010; or (b)
provided that, the Tranche A-1 Term Loan Extension Option has been properly exercised,
February 24, 2011.




          “Tranche A-1 Term Note”: as defined in Section 2.8(e).




25









 








          “Transferee”: as defined in Section 10.14.




          “Trust Preferred Securities”: trust preferred securities issued by a Trust Preferred
Securities Issuer, the proceeds of which will be used to make loans to Holdings or a Consolidated
Entity.




          “Trust Preferred Securities Issuer”: means a special purpose entity of which Holdings
or any Consolidated Entity owns 100% of the common interests, which special purpose entity is
established for the purpose of issuing such trust preferred securities and using the proceeds of
such issuance to make loans to Holdings or a Consolidated Entity.




          “Type”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.




          “Wholly Owned Subsidiary”: as to any Person or Persons, any Subsidiary of any of such
Person or Persons all of the Capital Stock of which (other than directors’ qualifying shares and,
in the case of any real estate investment trust Subsidiary, non-participating preferred equity with
a base liquidation preference of no more than $180,000) is owned by such Person or Persons directly
or indirectly.




          1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when used in the other Loan Documents or
any certificate or other document made or delivered pursuant hereto or thereto.




          (b) As used herein, to the extent not otherwise specified therein, and in the other Loan
Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms
partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given
to them under GAAP.




          (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.




          (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (e) All calculations of financial ratios set forth in Section 7.1 shall be calculated to the
same number of decimal places as the relevant ratios are expressed in and shall be rounded upward
if the number in the decimal place immediately following the last calculated decimal place is five
or greater. (For example, if the relevant ratio is to be calculated to the hundredth decimal place
and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.)




          (f) Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.




          (g) The words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”.




          (h) The word “will” shall be construed to have the same meaning and effect as the word
“shall”.




26









 








          (i) Unless the context requires otherwise (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (iii) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (iv) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract
rights.




SECTION 2. AMOUNT AND TERMS OF COMMITMENTS




          2.1 Tranche A-1 Term Loan Commitments. (a) Subject to the terms and conditions
hereof, the Tranche A-1 Term Loan Lenders severally agree to make term loans (each, a “Tranche
A-1 Term Loan”) to the Borrowers on the Closing Date in an amount for each Tranche A-1 Term
Loan Lender not to exceed the amount of the Tranche A-1 Term Loan Commitment of such Lender. The
Tranche A-1 Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined
by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2
and 2.13.




          (b) Each borrowing of the Tranche A-1 Term Loans shall be made by Holdings, the Company or the
Partnership or simultaneously by any of Holdings, the Company and the Partnership and shall be the
separate obligation of the Borrower making such borrowing and not of the other Borrowers;
provided, that pursuant to the Guarantee and Pledge Agreement, Holdings and the Partnership
shall guaranty each other’s Obligations and the Obligations of the Company (so that (1) Holdings
and the Partnership shall, as Guarantors, be liable, subject to the limitations set forth in the
Guarantee and Pledge Agreement, for each others’ Obligations and (2) Holdings and the Partnership
shall also, as Guarantors, be liable, subject to the limitations set forth in the Guarantee and
Pledge Agreement, for the Obligations of the Company, but the Company shall not be liable for the
Obligations of Holdings or the Partnership). The Tranche A-1 Term Loans being made as of the
Closing Date (exclusive of any Tranche A-1 Term Loans made pursuant to Section 2.27) have been
allocated to and shall be borrowed by each Borrower set forth below on the Closing Date in the
following amounts:




	 	 	 	 	 
	 	 	Tranche A-1 Term Loans
	Holdings

	 	$	0	 
	 
	 	 	 	 
	Partnership

	 	$	1,852,500,000	 
	 
	 	 	 	 
	Company

	 	$	997,500,000	 





Notwithstanding anything herein to the contrary, the Partnership shall be permitted to assume all
of the Tranche A-1 Term Loans made to Holdings on the Closing Date in a manner reasonably
satisfactory to the Administrative Agent.




          2.2 Procedure for Tranche A-1 Term Loan Borrowing. The relevant Borrower shall deliver to the Administrative Agent a Borrowing Notice (which
Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City
time, (a) three Business Days prior to the Closing Date, in the case of Eurodollar Loans, or (b)
one Business Day prior to the Closing Date, in the case of Base Rate Loans) requesting that the
Tranche A-1 Term Loan Lenders make the Tranche A-1 Term Loans to such Borrower on the Closing Date.
Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each
Tranche A-1 Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the
Closing Date each Tranche A-1 Term Loan Lender shall make




27









 







available to the Administrative Agent at
the Funding Office an amount in immediately available funds equal to the Tranche A-1 Term Loan or
Tranche A-1 Term Loans to be made by such Lender. Subject to the satisfaction of the conditions
set forth in Section 5, the Administrative Agent shall immediately make available to the relevant
Borrower the amounts made available to the Administrative Agent by the Tranche A-1 Term Loan
Lenders, in like funds as received by the Administrative Agent.




          2.3 Repayment of Tranche A-1 Term Loans;. (a) Commencing on March 31, 2007 and on the
last day of each calendar quarter thereafter, the Borrowers (in such proportion as Holdings shall
decide) shall pay an installment in the aggregate principal amount of $12,500,000 for the ratable
account of each of the Tranche A-1 Term Loan Lenders; provided that (i) on the Tranche A-1
Term Loan Termination Date, the outstanding principal balance of the Tranche A-1 Term Loans shall
be due and payable in full and (ii) prepayments, if any, of the Tranche A-1 Term Loans shall be
applied to the installments due quarterly in the order of maturity (so that no payment of an
installment shall be due to the extent such installment has been paid as the result of such
application).




          (b) Any amounts prepaid with respect to the Tranche A-1 Term Loans may not be reborrowed.




          2.4 Revolving Credit Commitments. (a) Subject to the terms and conditions hereof,
the Revolving Credit Lenders severally agree to make revolving credit loans (“Revolving Credit
Loans”) to one or more of the Borrowers from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding for each Revolving
Credit Lender which, when added to such Lender’s Revolving Credit Percentage of the sum of (i) the
L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swing Line Loans then
outstanding and (iii) the aggregate principal amount of Competitive Bid Loans then outstanding,
does not exceed the amount of such Lender’s Revolving Credit Commitment. During the Revolving
Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing,
prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar
Loans, Base Rate Loans or Competitive Bid Loans, as determined by the relevant Borrower and
notified to the Administrative Agent in accordance with Sections 2.5 and 2.13 and, with respect to
Competitive Bid Loans, Section 2.26, provided that no Revolving Credit Loan shall be made
as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination
Date.




          (b) On the Revolving Credit Termination Date, each Borrower shall repay all then outstanding
Revolving Credit Loans made to such Borrower.




          (c) Each borrowing of Revolving Credit Loans shall be made by Holdings, the Company or the
Partnership or simultaneously by any of Holdings, the Company and the Partnership and shall be
the separate obligation of the Borrower making such borrowing and not of the other Borrowers;
provided, that pursuant to the Guarantee and Pledge Agreement, Holdings and the Partnership
shall guaranty each other’s Obligations and the Obligations of the Company (so that (1) Holdings
and the Partnership shall, as Guarantors, be liable, subject to the limitations set forth in the
Guarantee and Pledge Agreement, for each others’ Obligations and (2) Holdings and the Partnership
shall also, as Guarantors, be liable, subject to the limitations set forth in the Guarantee and
Pledge Agreement, for the Obligations of the Company, but the Company shall not be liable for the
Obligations of Holdings or the Partnership).



The Revolving Credit Commitments existing as of the Closing Date (exclusive of any Revolving Credit
Commitments made pursuant to Section 2.27) have been allocated to and shall be available for usage
by each Borrower through borrowings of Revolving Credit Loans, Swing Line Loans and Competitive Bid




28









 







Loans and issuances for the account of such Borrower of Letters of Credit in accordance with this
Agreement in the following maximum amounts:




	 	 	 	 	 
	Holdings

	 	$	0	 
	 
	 	 	 	 
	Partnership

	 	$	422,500,000	 
	 
	 	 	 	 
	Company

	 	$	227,500,000	 





Revolving Credit Loans need not be borrowed by each Borrower at the same time or in the same
proportions (but, subject to Section 2.27, the maximum amount that may be borrowed by each Borrower
shall be as set forth above). Notwithstanding anything herein to the contrary, the Partnership
shall be permitted to assume all of the Revolving Credit Commitments allocated to, and all the
Revolving Credit Loans made by, Holdings in a manner reasonably satisfactory to the Administrative
Agent (it being understood that upon such assumption (i) the Revolving Credit Commitments allocated
to the Partnership shall be increased by the amount so assumed and (ii) Holdings shall cease to
have any Revolving Credit Commitments allocated to it, except to the extent Revolving Credit
Commitments are thereafter made pursuant to Section 2.27 and allocated to Holdings).




          2.5 Procedure for Revolving Credit Borrowing. Each Borrower may borrow under the
Revolving Credit Commitments on any Business Day during the Revolving Credit Commitment Period,
provided that the relevant Borrower shall deliver to the Administrative Agent a Borrowing
Notice (which Borrowing Notice must be received by the Administrative Agent prior to 12:00 Noon,
New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of
Base Rate Loans). Each borrowing of Revolving Credit Loans under the Revolving Credit Commitments
shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple
of $500,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are
less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $3,000,000 or a
whole multiple of $500,000 in excess thereof; provided that the Swing Line Lender may
request, on behalf of the relevant Borrower, borrowings of Base Rate Loans under the Revolving
Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing
Notice from any Borrower, the Administrative Agent shall promptly notify each Revolving Credit
Lender thereof. Each Revolving Credit Lender will make its Revolving Credit Percentage of the
amount of each borrowing of Revolving Credit Loans available to the Administrative Agent for the
account of the relevant Borrower at the Funding Office prior to 12:00 Noon, New York City time, on
the Borrowing Date requested by such Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available promptly to such Borrower by the Administrative
Agent in like funds as received by the Administrative Agent.




          2.6 Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing
Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to
the Borrowers in the form of swing line loans (“Swing Line Loans”) a portion of the credit
otherwise available to the Borrowers under the Revolving Credit Commitments; provided that
(i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the
Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any
time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans
hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s
Revolving Credit Commitment then in effect) and (ii) no Borrower shall request, and the Swing Line
Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line
Loan, (A) the aggregate amount of the Available Revolving Credit Commitments would be less than
zero or (B) the aggregate amount of the Revolving Extensions of Credit owing by such Borrower would
exceed the limit applicable to such Borrower set forth in Section 2.4(c). During the Revolving
Credit Commitment




29









 







Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying
and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be
Base Rate Loans only.




          (b) On the Revolving Credit Termination Date, each Borrower shall repay all then outstanding
Swing Line Loans made to such Borrower.




          2.7 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. (a) Any
Borrower may borrow under the Swing Line Commitment on any Business Day during the Revolving Credit
Commitment Period, provided (i) the relevant Borrower shall give the Swing Line Lender
irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be
received by the Swing Line Lender not later than 1:00 P.M., New York City time, on the proposed
Borrowing Date), specifying (A) the amount to be borrowed and (B) the requested Borrowing Date and
(ii) the requested Borrowing Date shall be no later than one Business Day prior to the Revolving
Credit Termination Date. Each borrowing under the Swing Line Commitment shall be in an amount
equal to $100,000 or a whole multiple of $25,000 in excess thereof. Not later than 3:00 P.M., New
York City time, on the Borrowing Date specified in the borrowing notice in respect of any Swing
Line Loan, the Swing Line Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the amount of such Swing Line Loan. The
Administrative Agent shall make the proceeds of such Swing Line Loan available promptly to such
Borrower on such Borrowing Date in like funds as received by the Administrative Agent. Each
Borrower agrees to repay any Swing Line Loan made to it on or before the first to occur of (x) one
Business Day of demand therefor by the Swing Line Lender, (y) five Business Days after the date
such Swing Line Loan was made and (z) the Revolving Credit Termination Date (with respect to each
Swing Line Loan, the “Swing Line Loan Termination Date”).




          (b) The Swing Line Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the relevant Borrower (which hereby irrevocably directs the Swing Line
Lender to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later
than 12:00 Noon, New York City time, request each Revolving Credit Lender to make, and each
Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan (which shall initially be a
Base Rate Loan, subject to the Borrower’s right to convert such Loan to a Eurodollar Loan in
accordance with Section 2.13), in an amount equal to such Revolving Credit Lender’s Revolving
Credit Percentage of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line
Loans”) outstanding on the date of such notice, to repay the Swing Line Lender. Each Revolving
Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative
Agent at the Funding Office in immediately
available funds, not later than 12:00 Noon, New York City time, one Business Day after the
date of such notice. The proceeds of such Revolving Credit Loans shall be made immediately
available by the Administrative Agent to the Swing Line Lender for application by the Swing Line
Lender to the repayment of the Refunded Swing Line Loans.




          (c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to
Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing
with respect to any Borrower, or if for any other reason, as determined by the Swing Line Lender in
its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each
Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made
pursuant to the notice referred to in Section 2.7(b) (the “Refunding Date”), purchase for
cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the
Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such
Revolving Credit Lender’s Revolving Credit Percentage times (ii) the sum of the aggregate
principal amount of Swing Line Loans then outstanding which were to have been repaid with such
Revolving Credit Loans.




30









 








          (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit
Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on
account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing
Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s participating interest was outstanding and funded and, in
the case of principal and interest payments, to reflect such Lender’s pro rata portion of such
payment if such payment is not sufficient to pay the principal of and interest on all Swing Line
Loans then due); provided, that in the event that any such payment received by the Swing
Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line
Lender any portion thereof previously distributed to it by the Swing Line Lender.




          (e) Each Revolving Credit Lender’s obligation to make the Loans referred to in Section 2.7(b)
and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without limitation, (i) any
setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or any
Borrower may have against the Swing Line Lender, any Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure
to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the
condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other
Loan Document by any Borrower, any other Loan Party or any other Revolving Credit Lender; or (v)
any other circumstance, happening or event whatsoever, whether or not similar to any of the
foregoing.




          2.8 Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit
Lender or Tranche A-1 Term Loan Lender or the Swing Line Lender, as the case may be, (i) the then
unpaid principal amount of each Revolving Credit Loan made by such Revolving Credit Lender to such
Borrower on the Revolving Credit Termination Date (or on such earlier date on which the Loans
become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing
Line Loan made by the Swing Line Lender to such Borrower on the Revolving Credit Termination Date
(or on such earlier date on which the Loans become due and payable pursuant to Section 8 or, if
earlier, the applicable Swing Line Loan Termination Date), (iii) the then unpaid principal amount
of each Competitive Bid Loan made by such Revolving Credit Lender to such Borrower on the Revolving
Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant
to Section 8 or, if earlier, the applicable maturity date of such
Competitive Bid Loan) and (iv) the principal amount of the Tranche A-1 Term Loan in
installments according to the terms of Section 2.3 (or on such earlier date on which the Loans
become due and payable pursuant to Section 8). Each Borrower hereby further agrees to pay interest
on the unpaid principal amount of the Loans made to it from time to time outstanding from the date
hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section
2.15.




          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing indebtedness of the Borrowers to such Lender resulting from each Loan of such Lender
from time to time, including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.




          (c) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register pursuant
to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the
amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and
each Interest Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Lender hereunder and (iii) both the
amount of any sum received by the Administrative Agent hereunder from each Borrower and each
Lender’s share thereof.




31









 








          (d) The entries made in the Register and the accounts of each Lender maintained pursuant to
Section 2.8(b) shall, to the extent permitted by applicable law and absent manifest error, be prima
facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded;
provided, that the failure of any Lender or the Administrative Agent to maintain the
Register or any such account, or any error therein, shall not in any manner affect the obligation
of any Borrower to repay (with applicable interest) the Loans made to such Borrower by any Lender
in accordance with the terms of this Agreement.




          (e) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender,
such Borrower will promptly execute and deliver to such Lender a Note of such Borrower evidencing
any Tranche A-1 Term Loans, Revolving Credit Loans, Swing Line Loans or Competitive Bid Loans, as
the case may be, of such Lender owed by such Borrower, substantially in the forms of Exhibit F-1,
F-2, F-3 or F-4 respectively (a “Tranche A-1 Term Note”, “Revolving Credit Note”,
“Swing Line Note” or “Competitive Bid Note”, respectively), with appropriate
insertions as to date and principal amount; provided, that delivery of Notes shall not be a
condition precedent to the occurrence of the Closing Date or the making of the Loans or issuance of
Letters of Credit on the Closing Date.




          2.9 Credit Facility Fees, etc. (a) Each Borrower agrees to pay to the Administrative
Agent for the account of each Revolving Credit Lender a credit facility fee (the “Facility
Fee”) for the period from and including the Closing Date to the last day of the Revolving
Credit Commitment Period, computed at the Credit Facility Fee Rate on the average daily amount of
the Revolving Credit Commitment of such Lender made available to such Borrower hereunder during the
period for which payment is made (whether or not such Revolving Credit Commitment is then in use),
payable quarterly in arrears on the first Business Day immediately following the last day of each
March, June, September and December and on the Revolving Credit Termination Date, commencing on the
first of such dates to occur after the date hereof.




          (b) Holdings shall pay to, or cause to be paid to, the Arrangers (or their Affiliates) the
fees in the amounts and on the dates that Holdings and the Arrangers have previously agreed in
writing.




          (c) Holdings shall pay to, or cause to be paid to, the Administrative Agent the fees in the
amounts and on the dates that Holdings and the Administrative Agent have previously agreed in
writing.




          2.10 Termination or Reduction of Revolving Credit Commitments. Each Borrower shall
have the right, upon not less than three Business Days’ notice to the Administrative Agent, to
terminate the Revolving Credit Commitments made available to such Borrower hereunder or, from time
to time, to reduce the aggregate amount of the Revolving Credit Commitments made available to such
Borrower hereunder; provided that no such termination or reduction of Revolving Credit
Commitments shall be permitted if, after giving effect thereto and to any payments or prepayments
of the Revolving Credit Loans, Swing Line Loans and Competitive Bid Loans made on the effective
date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit
Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple
thereof, and shall reduce permanently the Revolving Credit Commitments made available to such
Borrower hereunder then in effect.




          2.11 Optional Prepayments. (a) Each Borrower may at any time and from time to time
prepay the Loans made to such Borrower, in whole or in part, without premium or penalty (except as
otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later
than 11:00 A.M., New York City time, three Business Days prior thereto in the case of Eurodollar
Loans and no later than 11:00 A.M., New York City time, one Business Day prior thereto in the case
of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such
prepayment is




32









 







of Tranche A-1 Term Loans, Revolving Credit Loans or Competitive Bid Loans (to the
extent then prepayable), and whether such prepayment is of Eurodollar Loans or Base Rate Loans;
provided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of
the Interest Period applicable thereto, the relevant Borrower shall also pay any amounts owing
pursuant to Section 2.21 and (ii) no prior notice is required for the prepayment of Swing Line
Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be
due and payable on the date specified therein, together with (except in the case of (A) Revolving
Credit Loans that are Base Rate Loans and Swing Line Loans or (B) Competitive Bid Loans that are
Absolute Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of
Tranche A-1 Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of
$1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an
aggregate principal amount of $100,000 or a whole multiple thereof.




          (b) Except as may be expressly provided in the related Competitive Bid, Competitive Bid Loans
may not be prepaid without the prior written consent of the applicable Lender(s).




          2.12 [Intentionally Omitted.]




          2.13 Conversion and Continuation Options. (a) Each Borrower may elect from time to
time to convert Eurodollar Loans owed by it to Base Rate Loans by giving the Administrative Agent
no later than 12:00 P.M., New York City time, on the date that is at least three Business Days’
prior to such conversion irrevocable notice of such election, provided that any such
conversion of Eurodollar Loans may be made only on the last day of an Interest Period with respect
thereto. Each Borrower may elect from time to time to convert Base Rate Loans
owed by it to Eurodollar Loans by giving the Administrative Agent no later than 12:00 P.M.,
New York City time, on the date that is at least three Business Days’ prior to such conversion
irrevocable notice of such election (which notice shall specify the length of the initial Interest
Period therefor), provided that no Base Rate Loan under a particular Facility may be
converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and
the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have,
determined in its or their sole discretion not to permit such conversions or (ii) after the date
that is one month prior to the final scheduled termination or maturity date of such Facility. Upon
receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.




          (b) Each Borrower may elect to continue any Eurodollar Loan owed by it as such upon the
expiration of the then current Interest Period with respect thereto by giving irrevocable notice to
the Administrative Agent, in accordance with the applicable provisions of the term “Interest
Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to
such Loan; in the event a Borrower neither timely elects to continue a Eurodollar Loan in
accordance with the preceding provisions of this sentence nor notifies the Administrative Agent of
such Borrower’s election to convert such Eurodollar Loan to a Base Rate Loan within the time set
forth in the first sentence of Section 2.13(a) (by 12:00 p.m., New York City time, on the date
three Business Days prior to expiration of the then current Interest Period), then such Borrower
shall be deemed to have irrevocably elected to continue such Eurodollar Loan for a new Interest
Period of one month, provided that no Eurodollar Loan under a particular Facility may be
continued as such (i) when any Event of Default has occurred and is continuing and the
Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have,
determined in its or their sole discretion not to permit such continuations or (ii) after the date
that is one month prior to the final scheduled termination or maturity date of such Facility, and
provided further, that if such continuation is not permitted pursuant to the
preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day
of such then expiring Interest Period. Upon receipt of any such notice (or upon any deemed
election to continue any Eurodollar Loan) the Administrative Agent shall promptly notify each
relevant Lender thereof.




33









 








          (c) A Borrower may give the Administrative Agent telephonic notice of any proposed
conversion/continuation by such time as may be required under this Section 2.13 (or by the
definition of the term “Interest Period” in Section 1.1) if the Borrower confirms such telephonic
notice by delivery of written notice to the Administrative Agent by facsimile transmission
promptly, but in no event later than 1:00 P.M., New York City time, on the same day.




          2.14 Minimum Amounts and Maximum Number of Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional
prepayments of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and
be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate
principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to
$3,000,000 or a whole multiple of $500,000 in excess thereof and (b) no more than ten Eurodollar
Tranches shall be outstanding at any one time.




          2.15 Interest Rates and Payment Dates. (a) Each Eurodollar Loan (other than
Competitive Bid Loans) shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin in effect for such day.




          (b) Each Base Rate Loan shall bear interest for each day on which it is outstanding at a rate
per annum equal to the Base Rate in effect for such day.




          (c) Each Competitive Bid Loan shall bear interest for each Interest Period (if an Eurodollar
Loan) or day (if an Absolute Rate Loan) with respect thereto at a rate per annum equal to the
Competitive Bid Rate for such Competitive Bid Loan.




          (d) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation
shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all
outstanding Loans and Reimbursement Obligations (whether or not overdue) (to the extent legally
permitted) shall bear interest at a rate per annum that is equal to (x) in the case of the Loans,
the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this
Section plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to
Base Rate Loans under the Revolving Credit Facility plus 2%, and (ii) if all or a portion
of any interest payable on any Loan or Reimbursement Obligation or any Facility Fee or other amount
payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then
applicable to Base Rate Loans under the relevant Facility plus 2% (or, in the case of any
such other amounts that do not relate to a particular Facility, the rate then applicable to Base
Rate Loans under the Revolving Credit Facility plus 2%), in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full
(after as well as before judgment).




          (e) Interest shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (d) of this Section shall be payable from time to time on
demand.




          2.16 Computation of Interest and Fees. (a) Interest, fees and commissions payable
pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed,
except that, with respect to Base Rate Loans on which interest is calculated on the basis of the
Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case
may be) day year for the actual days elapsed. In computing interest on any Loan, the date of the
making of the Loan or the first day of an Interest Period, as the case may be, shall be included
and the date of payment or the expiration date of an Interest Period, as the case may be, shall be
excluded. The Administrative Agent shall as soon as




34









 







practicable notify the relevant Borrower and
the relevant Lenders of each determination of a Eurodollar Rate or Base Rate, as applicable. Any
change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency
Reserve Requirements shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable notify the
relevant Borrower and the relevant Lenders of the effective date and the amount of each such change
in interest rate.




          (b) Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the relevant Borrower and the
Lenders in the absence of manifest error. The Administrative Agent shall, at the request of any
Borrower, deliver to such Borrower a statement showing the quotations used by the Administrative
Agent in determining any interest rate pursuant to Section 2.15.




          2.17 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:





     (a) the Administrative Agent shall have determined in good faith that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period, or




     (b) the Administrative Agent shall have received notice from the Majority Facility
Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as certified in good faith by such Lenders) of making or maintaining their affected
Loans during such Interest Period,


the Administrative Agent shall give telecopy or telephonic notice (promptly confirmed in writing)
thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If
such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on
the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the
relevant Facility that were to have been converted on the first day of such Interest Period to
Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans
under the relevant Facility shall be converted, on the last day of the then current Interest Period
with respect thereto, to Base Rate Loans. Until such notice has been withdrawn by the
Administrative Agent (which notice, in the case of Section 2.17(b), the Administrative Agent shall
withdraw promptly upon notice by Majority Facility Lenders that the determination made thereunder
is no longer the case (which notice Majority Facility Lenders shall promptly deliver to the
Administrative Agent when the determination made under Section 2.17(b) is no longer the case)), no
further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall
any Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.




          2.18 Pro Rata Treatment and Payments. (a) Each borrowing by any Borrower from the
Lenders hereunder (except for Swing Line Loans, Competitive Bid Loans and additional loans made
pursuant to Section 2.27, if any), each payment by any Borrower on account of any Facility Fee or
Letter of Credit fee, and any reduction of the Commitments of the Lenders, shall be made pro rata
according to the respective Tranche A-1 Term Loan Percentages or Revolving Credit Percentages, as
the case may be, of the relevant Lenders. Each payment of interest in respect of the Loans shall
be applied to the amounts of such obligations owing to the Lenders pro rata according to the
respective amounts then due and owing to the Lenders.




35









 








          (b) Each payment (including any prepayment or payment pursuant to Section 2.3(a)) by any
Borrower on account of principal of the Tranche A-1 Term Loans shall be made pro rata according to
the respective outstanding principal amounts of the Tranche A-1 Terms Loans of such Borrower then
held by the Tranche A-1 Term Loan Lenders.




          (c) Each payment (including each prepayment) by any Borrower on account of principal of the
Revolving Credit Loans shall be made pro rata according to the respective outstanding principal
amounts of the Revolving Credit Loans of such Borrower then held by the Revolving Credit Lenders.
Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be
made to the Issuing Lender.




          (d) Unless otherwise designated by the relevant Borrower, the application of any payment of
Loans under any Facility (including prepayments) shall be made, first, to Base Rate Loans
under such Facility and, second, to Eurodollar Loans under such Facility (and, as among
such Eurodollar
Loans, first to the Eurodollar Loan(s) which have the shortest remaining Interest Period(s)).
Each payment of the Loans (except in the case of Swing Line Loans and Revolving Credit Loans that
are Base Rate Loans) shall be accompanied by accrued interest to the date of such payment on the
amount paid.




          (e) Unless otherwise agreed by all Lenders or expressly provided otherwise herein, any
proceeds received in connection with the exercise of remedies by the Administrative Agent hereunder
or under any other Loan Document shall be allocated pro rata between the Revolving Credit Facility
(including Swing Line Loans and Competitive Bid Loans) and the Tranche A-1 Term Loan Facility
according to the respective outstanding principal amount of the Revolving Credit Facility and
Tranche A-1 Term Loan Facility at such time and then each such allocated portion shall be further
allocated to the Revolving Credit Lenders and the Tranche A-1 Term Lenders, as applicable,
according to the respective outstanding principal amounts of the Revolving Credit Loans or Tranche
A-1 Term Loans, as the case may be, then held by the Revolving Credit Lenders or Tranche A-1 Term
Loan Lenders, as the case may be.




          (f) All payments (including prepayments) to be made by any Borrower hereunder, whether on
account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and
shall be made no later than 2:00 P.M., New York City time, on the due date thereof to the
Administrative Agent, for the account of the relevant Lenders, at the Payment Office, in Dollars
and in immediately available funds. Any payment made by any Borrower after 2:00 P.M., New York
City time, on any Business Day shall be deemed to have been on the next following Business Day. If
any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a
day other than a Business Day, such payment shall be extended to the next succeeding Business Day.
If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which event such payment
shall be made on the immediately preceding Business Day. In the case of any extension of any
payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at
the then applicable rate during such extension.




          (g) Unless the Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its share of such
borrowing available to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative Agent, and the Administrative Agent
may, in reliance upon such assumption, make available to the relevant Borrower a corresponding
amount. If such amount is not made available to the Administrative Agent by the required time on
the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such
amount with interest




36









 







thereon at a rate equal to the greater of (i) the Federal Funds Effective Rate
and (ii) a rate reasonably determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation, for the period until such Lender makes such amount
immediately available to the Administrative Agent. A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive
in the absence of manifest error. If such Lender’s share of such borrowing is not made available
to the Administrative Agent by such Lender within three Business Days after such Borrowing Date,
the Administrative Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the
relevant Borrower. If such Lender shall pay to the Administrative Agent the corresponding amount
of such Lender’s share of such borrowing that was made available by the Administrative Agent to the
relevant Borrower, the amount so paid shall constitute such Lender’s Loan, and if both such Lender
and such Borrower shall pay and repay such corresponding amount, the Administrative Agent shall
promptly pay to such Borrower such corresponding amount of such advance
by the Administrative Agent. Nothing herein shall be deemed to relieve any Lender of its
obligation to make Loans or shall be deemed to limit the rights of any party against any such
Lender.




          (h) Unless the Administrative Agent shall have been notified in writing by the relevant
Borrower prior to the date of any payment due to be made by such Borrower hereunder that such
Borrower will not make such payment to the Administrative Agent, the Administrative Agent may
assume that such Borrower is making such payment, and the Administrative Agent may, but shall not
be required to, in reliance upon such assumption, make available to the Lenders their respective
pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent
by such Borrower within three Business Days after such due date, the Administrative Agent shall be
entitled to recover, on demand, from each Lender to which any amount which was made available
pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal
to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the
rights of the Administrative Agent or any Lender against such Borrower.




          (i) Upon receipt by the Administrative Agent of payments on behalf of the Lenders, the
Administrative Agent shall promptly distribute such payments to the Lender or Lenders entitled
thereto, in like funds as received by the Administrative Agent.




          2.19 Requirements of Law. (a) If the adoption of or any change in any Requirement of
Law or in the interpretation or application thereof or compliance by any Lender with any request or
directive (whether or not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:





     (i) shall subject any Lender to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by
it, or change the basis of taxation of payments to such Lender in respect thereof
(except for Non-Excluded Taxes covered by Section 2.20 and changes in the rate of
tax on the overall net income of such Lender);




     (ii) shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, deposits or other
liabilities in or for the account of, advances, loans or other extensions of credit
by, or any other acquisition of funds by, any office of such Lender that is not
otherwise included in the determination of the Eurodollar Rate hereunder; or




     (iii) shall impose on such Lender any other condition;



37









 




and the result of any of the foregoing is to increase the cost to such Lender, by an amount which
such Lender deems in good faith to be material, of making, converting into, continuing or
maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the relevant Borrower shall
pay such Lender, within 30 days of written demand, any additional amounts necessary to compensate
such Lender for such increased cost or reduced amount receivable on the Loans owed by such
Borrower. Any such demand for additional amounts pursuant to this Section 2.19(a) shall be
accompanied by a statement as to the amount of such additional amount and include a brief summary
of the basis for such demand.




          (b) If any Lender shall have determined that the adoption of or any change in any Requirement
of Law regarding capital adequacy or in the interpretation or application thereof or
compliance by such Lender or any corporation controlling such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing the rate of return
on such Lender’s or such corporation’s capital as a consequence of its obligations to a Borrower
hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or
such corporation could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an
amount deemed in good faith by such Lender to be material, then within 30 days after submission by
such Lender to the Borrowers (with a copy to the Administrative Agent) of a written request
therefor, each Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such corporation for such reduction that is attributable to the Loans
owed to such Lender by such Borrower; provided that no Borrower shall be required to
compensate a Lender pursuant to this paragraph for any amounts incurred more than 90 days prior to
the date that such Lender notifies such Borrower of such Lender’s intention to claim compensation
therefor; and provided further that, if the circumstances giving rise to such claim
have a retroactive effect, then such 90-day period shall be extended to include the period of such
retroactive effect. Any request for additional amounts pursuant to this Section 2.19(b) shall be
accompanied by a statement as to the amount of such additional amount and include a brief summary
of the basis for such demand.




          (c) A certificate as to any additional amounts payable pursuant to this Section submitted by
any Lender to the relevant Borrower (with a copy to the Administrative Agent) shall be conclusive
in the absence of manifest error. The obligations of the Borrowers pursuant to this Section shall
survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.




          2.20 Taxes. (a) All payments made by any Borrower under this Agreement shall be made
free and clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority,
excluding net income taxes, gross receipts, capital or franchise taxes imposed on the
Administrative Agent or any Lender as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing
such tax or any political subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent’s or such Lender’s having executed,
delivered or performed its obligations or received a payment under, or enforced, this Agreement or
any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions or withholdings (“Non-Excluded Taxes”) or any Other Taxes are required to be
withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts
so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to
yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other
Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement; provided, however, that no Borrower shall be required
to increase





38









 








          any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that
are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e)
of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such
Lender at the time such Lender becomes a party to this Agreement (or, in the case of an SPC, at the
time such SPC initially makes a Loan hereunder), except if and to the extent that such Lender’s
assignor (if any) (or, in the case of an SPC, such SPC’s Granting Lender) was entitled, at the time
of assignment (or, in the case of an SPC, at the time such SPC initially makes a Loan hereunder),
to receive additional amounts from such Borrower with respect to such Non-Excluded Taxes pursuant
to this paragraph (a).




          (b) In addition, each Borrower shall pay any Other Taxes applicable to the Loans owed by it
hereunder to the relevant Governmental Authority in accordance with applicable law.




          (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by a Borrower, as promptly as
reasonably possible thereafter such Borrower shall send to the Administrative Agent for the account
of the Administrative Agent or Lender, as the case may be, a certified copy of an original official
receipt received by such Borrower or other evidence reasonably acceptable to the Administrative
Agent showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes or Other Taxes
when due to the appropriate taxing authority, such Borrower shall indemnify the Administrative
Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by
the Administrative Agent or any Lender as a result of any such failure. The agreements in this
Section shall survive the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder until the expiration of the statute of limitations applicable to such
taxes.




          (d) (1) Each Lender that is a U.S. person as defined in Section 7701(a)(30) of the Code and
that is not a corporation for U.S. federal income tax purposes and/or whose name does not contain
an unambiguous expression of corporate status as described in Treasury Regulation Section
1.6049-4(c)(1)(ii)(A)(1) or whose lending office is in a jurisdiction outside the U.S. shall
deliver to the Borrowers and the Administrative Agent a duly executed U.S. Internal Revenue Service
Form W-9 and (2) each Lender (or Transferee) that is not a “U.S. Person” as defined in Section
7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrowers and the
Administrative Agent (or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) two original copies of either a duly executed U.S.
Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming
exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of “portfolio interest” a statement substantially in the form of Exhibit G and Form
W-8BEN, or any subsequent versions thereof or successors thereto properly completed and duly
executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S.
federal withholding tax on all payments by the Borrowers under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Lender on or before the date it becomes a party
to this Agreement (or, in the case of an SPC, at the time such SPC initially makes a Loan
hereunder). In addition, each Lender shall deliver such forms (or any successor thereto) to the
Borrowers promptly upon the obsolescence or invalidity of any form previously delivered by such
Lender. Each Lender shall promptly notify the Borrowers at any time it determines that it is no
longer in a position to provide any previously delivered certificate to the Borrowers (or any other
form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding
any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant
to this paragraph that such Lender is not legally able to deliver.




          (e) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax
under the law of the jurisdiction in which a Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to such
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably




39









 







requested by such Borrower, such properly completed and executed documentation
prescribed by applicable law or treaty as will permit such payments to be made without withholding
or at a reduced rate of withholding, provided that such Lender is legally entitled to
complete, execute and deliver such documentation.




          (f) For purposes of this Section 2.20, an SPC that makes a Loan pursuant to Section 10.6(g)
shall be treated as a Lender.




          2.21 Indemnity. Each Borrower agrees to indemnify on demand each Lender for, and to hold each Lender
harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a)
default by such Borrower in making a borrowing of, conversion into or continuation of Eurodollar
Loans after such Borrower has given a notice requesting the same in accordance with the provisions
of this Agreement, (b) default by such Borrower in making any prepayment after such Borrower has
given a notice thereof in accordance with the provisions of this Agreement or (c) the making by
such Borrower of a prepayment or conversion of Eurodollar Loans on a day that is not the last day
of an Interest Period with respect thereto. Such indemnification may include an amount equal to
the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such prepayment or of
such failure to borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any) over (ii)
the amount of interest (as reasonably determined by such Lender) that would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period with leading banks
in the interbank Eurodollar market. A certificate as to any amounts payable pursuant to this
Section submitted to the relevant Borrower by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.




          2.22 Illegality. Notwithstanding any other provision herein, if the adoption of or
any change in any Requirement of Law or in the interpretation or application thereof shall make it
unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a)
the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such
and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s
Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate
Loans on the respective last days of the then current Interest Periods with respect to such Loans
or within such earlier period as required by law. If any such conversion of a Eurodollar Loan
occurs on a day which is not the last day of the then current Interest Period with respect thereto,
the relevant Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to
Section 2.21. If, at any time after an event giving rise to the operation of this Section 2.22
with respect to a Lender has occurred, such Lender determines that it may lawfully make Eurodollar
Loans, such Lender shall promptly give written notice of such determination to the Borrowers and
the Administrative Agent, and the Administrative Agent shall promptly transmit such notice to each
other Lender. Each Borrower’s right to request, and such Lender’s obligation, if any, to make
Eurodollar Loans shall thereupon be restored.




          2.23 Change of Lending Office. Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of Section 2.19, 2.20(a) or 2.22 with respect to such Lender, it
will, if requested by the relevant Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans affected by such
event with the object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its
lending office(s) to suffer no economic, legal or




40









 







regulatory disadvantage, and provided,
further, that nothing in this Section shall affect or postpone any of the obligations of
any Borrower or the rights of any Lender pursuant to Section 2.19, 2.20(a) or 2.22.




          2.24 Replacement of Lenders under Certain Circumstances. Notwithstanding any provision to the contrary in this Agreement, the Borrowers shall be
permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22, (b) assigns (or
purports to assign) its Loans or any portion thereof in violation of Section 10.6(b) or 10.6(c) or
(c) defaults in its obligation to make Loans hereunder, with a replacement financial institution;
provided that, as to any replacement, (i) such replacement does not conflict with any
Requirement of Law, (ii) prior to any such replacement, such Lender shall not have, in accordance
with Section 2.23, eliminated the continued need for payment of amounts owing pursuant to Section
2.19 or 2.20 or eliminated the illegality referred to in such notice of illegality given pursuant
to Section 2.22, (iii) the replacement financial institution or institutions shall purchase, at
par, all Loans and other amounts owing to such replaced Lender on or prior to the date of
replacement, (iv) the Borrowers shall be liable to such replaced Lender under Section 2.21 (as
though Section 2.21 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto, (v) the replacement
financial institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 10.6 (provided that the Borrowers shall be obligated to
pay the registration and processing fee referred to therein), (vii) the Borrowers shall pay all
additional amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may be, in
respect of any period prior to the date on which such replacement shall be consummated, and (viii)
any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the
Administrative Agent or any other Lender shall have against the replaced Lender.




          2.25 Extension Options.




          (a) The Borrowers shall have one option (the “Revolving Credit Extension Option”) to
extend the maturity of the Revolving Credit Commitments for a period of one year. Subject to the
conditions set forth in Section 2.25(c), the Borrowers may exercise such option by delivering
written notice (the “Revolving Credit Extension Notice”) to the Administrative Agent on or
before the date that is 45 days prior to the then applicable Revolving Credit Termination Date, but
in no event prior to the date that is 90 days prior to the then applicable Revolving Credit
Termination Date. The Borrowers’ delivery of the Revolving Credit Extension Notice shall be
irrevocable (subject to clause (d) below).




          (b) The Borrowers shall have one option (the “Tranche A-1 Term Loan Extension Option”)
to extend the maturity of the Tranche A-1 Term Loans for a period of one year. Subject to the
conditions set forth in Section 2.25(c), the Borrowers may exercise such option by delivering
written notice (the “Tranche A-1 Term Loan Extension Notice”) to the Administrative Agent
on or before the date that is 45 days prior to the then applicable Tranche A-1 Term Loan
Termination Date, but in no event prior to the date that is 90 days prior to the then applicable
Tranche A-1 Term Loan Termination Date. The Borrowers’ delivery of the Tranche A-1 Term Loan
Extension Notice shall be irrevocable (subject to clause (d) below).




          (c) The Borrowers’ right to exercise either Extension Option shall in each case be subject to
the following conditions: (i) no Event of Default shall have occurred and be continuing either on
the date the applicable Extension Notice is delivered to the Administrative Agent or on the
Revolving Credit Termination Date or the Tranche A-1 Term Loan Termination Date, as the case may
be, (ii) all representations and warranties made by each Loan Party in any Loan Document shall be
true and correct in all material respects as of the date of the applicable extension (except that
representations and warranties which refer to an earlier date need only have been true and correct
in all material respects




41









 







when made), (iii) the applicable Extension Notice was delivered in compliance with the provisions of this
Section 2.25 and (iv) the Borrowers have paid the applicable Extension Fee to the
Administrative Agent on or prior to the applicable extension date.




          (d) Within 15 Business Days of the Administrative Agent’s receipt of an Extension Notice, the
Administrative Agent, at the direction of the Majority Facility Lenders, shall provide written
notice (the “RCR Notice”) to the Borrowers of the Retail Cap Rate that will apply for such
extension term. If within seven Business Days of the delivery of the RCR Notice to the Borrowers,
the Borrowers have not withdrawn their Extension Notice by written notice to the Administrative
Agent, then the Retail Cap Rate for such extension term shall be as set forth in the RCR Notice.
If the Borrowers withdraw the applicable Extension Notice, no extension shall occur with respect to
the applicable Facility and to the extent the Borrowers have paid an Extension Fee in accordance
with clause (c) above, the Administrative Agent shall promptly refund such amount to the Borrowers.
To the extent the Administrative Agent has previously paid any Extension Fee it received to the
Lenders, each such Lender shall promptly refund same to the Administrative Agent (which shall
refund amounts so received by it to the Borrowers).




          2.26 Competitive Bid Loans.




          (a) Subject to the terms and conditions set forth herein, from time to time during the
Revolving Credit Commitment Period, any Borrower may request Competitive Bids and may (but shall
not have any obligation to) accept Competitive Bids and borrow Competitive Bid Loans;
provided that (i) the aggregate principal amount of outstanding Competitive Bid Loans at
any time shall not exceed 50% of the aggregate amount of the greater of (A) the Total Revolving
Credit Commitments as of the Closing Date and (B) the Total Revolving Credit Commitments at the
time such Competitive Bid Loan is made, (ii) after giving effect to the making of such Competitive
Bid Loan, the aggregate amount of the Available Revolving Credit Commitments shall not be less than
zero and (iii) after giving effect to the making of such Competitive Bid Loan, the aggregate amount
of Revolving Extensions of Credit owing by such Borrower shall not exceed the limit applicable to
such Borrower set forth in Section 2.4(c). To request Competitive Bids, the requesting Borrower
shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar
Loan, not later than 1:00 p.m., New York City time, four Business Days before the date of the
proposed Eurodollar Loan and, in the case of an Absolute Rate Loan, not later than 12:00 noon, New
York City time, one Business Day before the date of the proposed Absolute Rate Loan; provided that
the Borrower may submit no more than three (3) Competitive Bid Requests within any 30 day period.
Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Competitive Bid Request in the form of Exhibit H
(or such other form approved by the Administrative Agent) and signed by the applicable Borrower.
Each such telephonic and written Competitive Bid Request shall specify the following information:





	 	(i)	 	the aggregate amount of the requested Competitive Bid Loan;
	 
	 	(ii)	 	the date such Competitive Bid Loan is to be made, which shall
be a Business Day;
	 
	 	(iii)	 	whether such Competitive Bid Loan is to be a Eurodollar Loan
or an Absolute Rate Loan;
	 
	 	(iv)	 	(A) the term for and Interest Period(s) applicable to any
Competitive Bid Loan which is a Eurodollar Loan, which term shall be a period
of one, two, three or six months for Eurodollar Loans or (B) the term for any Absolute Rate Loans,
which shall be seven to 180 days; and




42









 






	 	(v)	 	the location and number of the Borrower’s account to which
funds are to be disbursed.




Promptly following receipt of a Competitive Bid Request in accordance with this Section 2.26, the
Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the
Lenders to submit Competitive Bids.




          (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids
to the requesting Borrower in response to a Competitive Bid Request. Each Competitive Bid by a
Lender must be in a form approved by the Administrative Agent and must be received by the
Administrative Agent by telecopy, in the case of a Eurodollar Loan, not later than 9:30 a.m., New
York City time, three Business Days before the proposed date of such Competitive Bid Loan, and in
the case of an Absolute Rate Loan, not later than 10:00 a.m., New York City time, on the proposed
date of such Competitive Bid Loan. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative Agent, and the
Administrative Agent shall notify the applicable Lender and Borrowers of such rejection as promptly
as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a
minimum of $20,000,000 and an integral multiple of $10,000,000 and which may equal the entire
principal amount of the Competitive Bid Loan requested by the Borrower) of the Competitive Bid Loan
or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Competitive Bid Rates
at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per
annum in the form of a decimal to no more than four decimal places), (iii) if a Eurodollar Loan,
the Interest Period applicable to each such Loan and (iv) the maturity of such Loan.




          (c) The Administrative Agent shall provide by telecopy to the Borrower a copy of each
Competitive Bid.




          (d) Subject only to the provisions of this paragraph, the Borrower may accept or reject any
Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by
telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided
to accept or reject each Competitive Bid, in the case of a Eurodollar Loan, not later than 1:00
p.m., New York City time, three Business Days before the date of the proposed Competitive Bid Loan,
and in the case of an Absolute Rate Loan, not later than 12:00 noon, New York City time, on the
proposed date of the Competitive Bid Loan; provided that (i) the failure of the Borrower to give
such notice shall be deemed to be a rejection of each applicable Competitive Bid, (ii) the Borrower
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the Borrower may accept
Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with
the amount of each such Competitive Bid, and (iv) except pursuant to clause (iii) above, no
Competitive Bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in
a minimum principal amount of $20,000,000 and an integral multiple of $10,000,000; provided further
that if a Competitive Bid Loan must be in an amount less than $20,000,000 because of the provisions
of clause (iii) above, such Competitive Bid Loan may be for a minimum of $1,000,000 or any integral
multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iii) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by the Borrower. A notice given
by the Borrower pursuant to this paragraph shall be irrevocable.




          (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or
not its Competitive Bid has been accepted (and, if so, the principal amount and Competitive




43









 







Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Competitive Bid Loan in respect of which its Competitive Bid has
been accepted.




          (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a
Lender, it shall submit such Competitive Bid directly to the Borrower at least one quarter of an
hour earlier than the time by which the other Lenders are required to submit their Competitive Bids
to the Administrative Agent pursuant to Section 2.26(b).




          (g) Any Lender whose offer to make any Competitive Bid Loan has been accepted in accordance
with the terms and conditions of this Section 2.26 shall, not later than 1:00 p.m., New York City
time, on the date specified for the making of such Loan, make available the principal amount of
such Loan to the Administrative Agent as specified by the Administrative Agent, in immediately
available funds, for account of the Borrower. The amount so received by the Administrative Agent
shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by
2:00 p.m., New York City time, on such date by depositing the same, in immediately available funds,
in an account of the Borrower and designated by the Borrower at the time of its acceptance of a
Competitive Bid.




          2.27 Increase in Revolving Credit Facility and Tranche A-1 Term Loan Facility.




          (a) Provided no Default or Event of Default has occurred and is then continuing, upon notice
to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may request an
increase in the Revolving Credit Facility or the Tranche A-1 Term Loan Facility, or a combination
of both, by an aggregate principal amount not exceeding $500,000,000; provided that any
such request for an increase shall be in a minimum amount of $50,000,000 or a greater integral
multiple of $5,000,000. The notice sent by the Borrowers shall specify the amount they desire to
increase the Revolving Credit Facility or the Tranche A-1 Term Loan Facility, or a combination of
both. At the time of sending such notice, the Borrowers (in consultation with the Administrative
Agent) shall specify the time period within which each applicable Lender is requested to respond as
to whether such Lender agrees to increase the amount of its Commitment in accordance with Section
2.27(b).




          (b) Each Lender of the applicable Facility to which the Borrowers have requested an increase
in accordance with Section 2.27(a) shall notify the Administrative Agent within such time period
whether or not it agrees, in its sole discretion, to increase its Revolving Credit Commitment or
Tranche A-1 Term Loan Commitment, or both, as the case may be, and, if so, by what amount (which
need not be its pro rata share thereof). Any Lender not responding within such time period shall
be deemed to have declined to increase its Commitment. Each Lender that agrees to increase its
Commitment shall be an “Increasing Lender”.




          (c) The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase and
subject to the approval of the Administrative Agent (which approval shall not be unreasonably
withheld), the Borrowers may also invite additional Persons to become Lenders (each such Lender, a
“New Lender”) pursuant to a joinder agreement in form and substance reasonably satisfactory
to the Administrative Agent and its counsel.




          (d) If the Revolving Credit Commitment or the Tranche A-1 Term Loan Commitment (including due
to new Commitments by New Lenders) is increased in accordance with this Section 2.27, the
Administrative Agent and the Borrowers shall determine the effective date (the “Increase
Effective Date”) and the final allocation of such increase. The Administrative Agent shall
promptly notify the





44









 






Borrowers and the Lenders (including any New Lenders) of the final allocation of such increase and the Increase Effective Date.



            (e) Any increase in the Revolving Credit Facility or the Tranche A-1 Term Loan Facility
pursuant to this Section 2.27 shall be subject to the following conditions:





	 	(i)	 	The Borrowers shall have paid to (A) the Administrative Agent,
such fees, if any, as shall be due to the Administrative Agent at such time,
and (B) to each Lender, such fees, if any, as shall have been agreed upon by
the Borrower and such Lender;
	 
	 	(ii)	 	As of the Increase Effective Date, no Default or Event of
Default then exists or would result from such increase in Revolving Credit
Facility or Tranche A-1 Term Loan Facility (including on a pro forma basis
relative to financial covenant compliance);
	 
	 	(iii)	 	The Borrowers shall have delivered to the Administrative Agent
a certificate dated as of the Increase Effective Date (in sufficient copies for
each Lender) (A) certifying and attaching the resolutions adopted by the
Borrowers approving or consenting to such increase, and (B) certifying that,
before and after giving effect to such increase, (1) the representations and
warranties of each Loan Party in this Agreement and in each other Loan Document
are true and correct in all material respects on and as of the Increase
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case, to the knowledge of the
Borrowers, they were true and correct in all material respects as of such
earlier date, and except to the extent of changes resulting from transactions
permitted by this Agreement and changes occurring in the ordinary course of
business (in each case to the extent not constituting a Default or Event of
Default), (2) no Default or Event of Default exists or would result from such
increase in the Revolving Credit Facility or the Tranche A-1 Term Loan Facility
(including on a pro forma basis relative to financial covenant compliance), and
(3) the incurrence of Indebtedness after giving effect to all Commitment
increases and new Commitments would not result in a breach of, or a default
under, any material agreement to which any Borrower is a party.
	 
	 	(iv)	 	The Borrower shall have executed and delivered to the
Administrative Agent and the Lenders Notes (to the extent requested pursuant to
Section 2.8(e)) and such documents and instruments as the Administrative Agent
or the Lenders reasonably may require.
	 
	 	(v)	 	The Borrowers shall prepay any Revolving Credit Loans
outstanding on the Increase Effective Date (including any amounts payable
pursuant to Section 2.21) to the extent necessary to keep the outstanding
Revolving Credit Loans ratable with any revised Revolving Credit Commitment
allocations arising from any non-ratable increase in the Revolving Credit
Commitments under this Section 2.27. Notwithstanding any provisions of this
Agreement to the contrary, the Borrowers may avoid the necessity of any such
prepayment by borrowing from the Lenders providing such increase in the
Commitments the amount needed so that the Revolving Credit Loans are ratable or
may defer the Increase Effective Date of any new Revolving Credit Commitments so as to coincide
with the expiration of Interest Periods then in effect.




45









 






     (f) Each Borrower agrees that, upon the request to the Administrative Agent by any New Lender
or Increasing Lenders, as the case may, such Borrower will promptly execute and deliver (i) a new
Note to the order of such New Lender and (ii) a replacement Note to the order of such Increasing
Lender, in each case in the appropriate stated amount.




     (g) The provisions of this Section 2.27 shall not constitute a “commitment” to lend, and the
Commitments of the Lenders shall not be increased until satisfaction of the provisions of this
Section 2.27 and actual increase of the Commitments as provided herein.




     (h) After any Increase Effective Date, the Administrative Agent shall promptly provide to each
applicable Lender and the Borrowers a statement setting forth the new Revolving Credit Percentages
or the Tranche A-1 Term Loan Percentages.



          2.28 Existing Credit Agreement. This Agreement (a) permits the Borrowers to obtain
the Facilities and (b) amends and restates the Obligations under the Existing Credit Agreement.
This Agreement does not extinguish such Obligations nor does this Agreement constitute a novation
of the Existing Credit Agreement.




SECTION 3. LETTERS OF CREDIT




          3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing
Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section
3.4(a), agrees to issue letters of credit (the “Letters of Credit”) for the account of any
of the Borrowers (to support such Borrower’s obligations or the obligations of any of its
Subsidiaries) on any Business Day during the Revolving Credit Commitment Period in such form as may
be approved from time to time by the Issuing Lender; provided, that the Issuing Lender
shall not have any obligation to issue any Letter of Credit for the account of any Borrower if,
after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii)
the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii)
the aggregate amount of the Revolving Extensions of Credit owing by such Borrower would exceed the
limit applicable to such Borrower set forth in Section 2.4(c). Each Letter of Credit shall (i) be
denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of
its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit
Termination Date; provided that any Letter of Credit with a one-year term may provide for
the automatic renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referred to in clause (y) above).




          (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit
hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant
to exceed any limits imposed by, any applicable Requirement of Law.




          3.2 Procedure for Issuance of Letter of Credit. Any of the Borrowers may from time to
time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender
at its address for notices specified herein an Application therefor, completed to the satisfaction
of the Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request.
Concurrently with the delivery of an Application to the Issuing Lender, the relevant Borrower shall
deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the Issuing
Lender will process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its customary procedures and
shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the
relevant Borrower (but in no event shall the Issuing Lender be required to issue any Letter of
Credit




46









 







earlier than three Business Days after its receipt of the Application therefor and all such
other certificates, documents and other papers and information relating thereto). Promptly after
issuance by the Issuing Lender of a Letter of Credit, the Issuing Lender shall furnish a copy of
such Letter of Credit to the relevant Borrower. The Issuing Lender shall promptly give notice to
the Administrative Agent (which shall in turn give notice to the Revolving Credit Lenders) of the
issuance of each Letter of Credit (including the face amount thereof), and shall provide a copy of
such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.




          3.3 Fees and Other Charges. (a) Each Borrower will pay a fee on the aggregate
drawable amount of all its outstanding Letters of Credit at a per annum rate equal to the
Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Credit
Facility, shared ratably among the Revolving Credit Lenders in accordance with their respective
Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after
the issuance date. In addition, each Borrower shall pay to the Issuing Lender for its own account
a fronting fee on the aggregate drawable amount of all its outstanding Letters of Credit in an
amount, if any, to be agreed upon in writing between such Borrower and the Issuing Lender, payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date.




          (b) In addition to the foregoing fees, the relevant Borrower shall pay or reimburse the
Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the
Issuing Lender, if any, in issuing, negotiating, effecting payment under, amending or otherwise
administering any Letter of Credit.




          3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and
hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C
Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving
Credit Percentage in the Issuing Lender’s obligations and rights under each Letter of Credit
hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any
Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrowers in
accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative
Agent for the account of the Issuing Lender upon demand at the Issuing Lender’s address for notices
specified herein (and thereafter the Administrative Agent shall promptly pay to the Issuing Lender)
an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft,
or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such
amount shall be absolute and unconditional and shall not be affected by any circumstance, including
(i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have
against the Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the
other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv)
any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or
any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.




          (b) If any amount (a “Participation Amount”) required to be paid by any L/C
Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion
of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender
within three Business Days after the date such payment is due, the Issuing Lender shall so notify
the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C
Participant shall pay to the Administrative Agent, for the account of the Issuing Lender, on demand
(and thereafter the Administrative Agent shall





47









 







promptly pay to the Issuing Lender) an amount equal to the product of (i) such Participation Amount, times (ii) the daily average Federal Funds
Effective Rate during the period from and including the date such payment is required to the date
on which such payment is immediately available to the Issuing Lender, times (iii) a
fraction the numerator of which is the number of days that elapse during such period and the
denominator of which is 360. If any Participation Amount required to be paid by any L/C
Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the
account of the Issuing Lender by such L/C Participant within three Business Days after the date
such payment is due, the Administrative Agent on behalf of the Issuing Lender shall be entitled to
recover from such L/C Participant, on demand, such Participation Amount with interest thereon
calculated from such due date at the rate per annum applicable to Base Rate Loans under the
Revolving Credit Facility. A certificate of the Administrative Agent submitted on behalf of the
Issuing Lender to any L/C Participant with respect to any amounts owing under this Section shall be
conclusive in the absence of manifest error.




          (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit
and has received from the Administrative Agent any L/C Participant’s pro rata share of such payment
in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter
of Credit (whether directly from a Borrower or otherwise, including proceeds of collateral applied
thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender
will distribute to the Administrative Agent for the account of such L/C Participant (and thereafter
the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share
thereof; provided, however, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall
return to the Administrative Agent for the account of the Issuing Lender (and thereafter the
Administrative Agent shall promptly return to the Issuing Lender) the portion thereof previously
distributed by the Issuing Lender.




          3.5 Reimbursement Obligation of the Borrowers. Each Borrower agrees to reimburse the
Issuing Lender, on each date on which the Issuing Lender notifies such Borrower of the date and
amount of a draft presented under any Letter of Credit issued for the account of such Borrower and
paid by the Issuing Lender, for the amount of (a) such draft so paid and (b) any taxes, fees,
charges or other costs or expenses incurred by the Issuing Lender in connection with such payment
(the amounts described in the foregoing clauses (a) and (b) in respect of any drawing,
collectively, the “Payment Amount”). Each such payment shall be made to the Issuing Lender
at its address for notices specified herein in Dollars and in immediately available funds.
Interest shall be payable on each Payment Amount from the date of the applicable drawing until
payment in full at the rate set forth in (i) until the second Business Day following the date of
the applicable drawing, Section 2.15(b) and (ii) thereafter, Section 2.15(d), provided that
no amount payable in respect of clause (b) of the preceding sentence shall be due and payable to
the Issuing Lender until the relevant Borrower is notified in writing of the incurrence of such
payment. Each drawing under any Letter of Credit shall (unless an event of the type described in
clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to any Borrower, in which case the procedures specified in Section 3.4 for funding by
L/C Participants shall apply) constitute a request by the relevant Borrower to the Administrative
Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the
Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to
Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to
such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if
applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section
2.7), if the Administrative Agent had received a notice of such borrowing at the time the
Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of
Credit.




          3.6 Obligations Absolute. Each Borrower’s obligations under this Section 3 shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that such Borrower may have or have had against the Issuing
Lender, any




48









 







beneficiary of a Letter of Credit or any other Person. Each Borrower also agrees with
the Issuing Lender that the Issuing Lender and any L/C Participant shall not be responsible for,
and such Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or
among such Borrower and any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred or any claims whatsoever of such Borrower against any
beneficiary of such Letter of Credit or any such transferee. Neither the Issuing Lender nor any
L/C Participant or other Lender shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however transmitted, in connection
with any Letter of Credit, except for errors or omissions found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the Issuing Lender. Each Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents,
if done in the absence of gross negligence or willful misconduct and in accordance with the
standards of care specified in the Uniform Commercial Code of the State of New York, shall be
binding on such Borrower and shall not result in any liability of the Issuing Lender to such
Borrower.




          3.7 Letter of Credit Payments. If any draft shall be presented for payment under any
Letter of Credit, the Issuing Lender shall promptly notify the relevant Borrower and the
Administrative Agent of the date and amount thereof. The responsibility of the Issuing Lender to
the relevant Borrower in connection with any draft presented for payment under any Letter of
Credit, in addition to any payment obligation expressly provided for in such Letter of Credit,
shall be limited to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment appear on their face to be in conformity with
such Letter of Credit.




          3.8 Applications. To the extent that any provision of any Application related to any
Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall apply.




          3.9 Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary, the
Borrower which requested the issuance of such Letter of Credit shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such
Letter of Credit.




          3.10 Existing Letters of Credit. Upon the Closing Date, all Existing Letters of
Credit shall be deemed to have been issued under this Agreement and shall be outstanding hereunder,
and each Existing Letter of Credit Issuer shall be the Issuing Lender with respect to the Existing
Letters of Credit issued by it.




SECTION 4. REPRESENTATIONS AND WARRANTIES




          To induce the Administrative Agent and the Lenders to enter into this Agreement and to make
the Loans and issue or participate in the Letters of Credit, Holdings and the Partnership hereby
jointly and severally represent and warrant to the Administrative Agent and each Lender, and the
Company hereby represents and warrants to the Administrative Agent and each Lender (to the extent
that a representation and warranty contained in this Section 4 pertains to the Company and/or its
Subsidiaries), that:




          4.1 Financial Condition. (a) Intentionally deleted.




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          (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as
at December 31, 2004, and the related consolidated statements of income and of cash flows for the
fiscal years ended on such dates, reported on by and accompanied by an unqualified report from
Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, present
fairly, in all material respects, the consolidated financial condition of Holdings and its
consolidated Subsidiaries as at such date, and the consolidated results of its operations and its
consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated
balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2005, and the
related unaudited consolidated statements of income and cash flows for the nine-month period ended
on such date, copies of which have heretofore been furnished to each Lender, present fairly, in all
material respects, the consolidated financial condition of Holdings and its consolidated
Subsidiaries as at such date, and the consolidated results of its operations and its consolidated
cash flows for the nine-month period then ended (subject to normal year-end audit adjustments).
All such financial statements, including the related schedules and notes thereto, have been
prepared in all material respects in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants and disclosed
therein). Holdings and its consolidated Subsidiaries do not have any material Contingent
Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual
forward or long-term commitments, including, without limitation, any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of derivatives, that are not
reflected in the most recent financial statements referred to in this paragraph. Except as set
forth in Schedule 4.1(b), during the period from September 30, 2005 to and including the date of
this Agreement, there has been no Disposition by Holdings and its consolidated Subsidiaries of any
material part of its business or Property.




          (c) The audited consolidated balance sheets of Rouse LP and its consolidated Subsidiaries as
at December 31, 2004, and the related consolidated statements of income and of cash flows for the
fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG
LLP, copies of which have heretofore been furnished to each Lender, present fairly, in all material
respects, the consolidated financial condition of Rouse LP and its consolidated Subsidiaries as at
such date, and the consolidated results of its operations and its consolidated cash flows for the
respective fiscal years then ended. The unaudited consolidated balance sheet of Rouse LP and its
consolidated Subsidiaries as at September 30, 2005, and the related unaudited consolidated
statements of income and cash flows for the nine-month period ended on such date, copies of which
have heretofore been furnished to each Lender, present fairly, in all material respects, the
consolidated financial condition of Rouse LP and its consolidated Subsidiaries as at such date, and
the consolidated results of its operations and its consolidated cash flows for the nine-month
period then ended (subject to normal year-end audit adjustments). All such financial statements,
including the related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the aforementioned firm
of accountants and disclosed therein). Rouse LP and its consolidated Subsidiaries do not have any
material Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including, without limitation, any interest
rate or foreign currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements referred to in this
paragraph. Except as set forth in Schedule 4.1(c), during the period from September 30, 2005 to
and including the date of this Agreement, there has been no Disposition by Rouse LP and its
Subsidiaries of any material part of its business or Property.




          4.2 No Change. Since September 30, 2005 there has been no development or event that
has had or could reasonably be expected to have a Material Adverse Effect.




          4.3 Corporate Existence; Compliance with Law. Each Group Member (a) is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
organization,




50









 







(b) has the requisite power and authority, and the legal right, to own and operate
its Property, to lease the Property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in
good standing under the laws of each jurisdiction where its ownership, lease or operation of
Property or the conduct of its business requires such qualification except to the extent that the
failure to be so qualified or in good standing could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.




          4.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the
requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents
to which it is a party and, in the case of Holdings and each Borrower, to borrow hereunder. Each
Loan Party has taken all necessary corporate or other action to authorize the execution, delivery
and performance of the Loan Documents to which it is a party and, in the case of Holdings and each
Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings hereunder or the
execution, delivery, performance, validity or enforceability of this Agreement or any of the other
Loan Documents, except (i) consents, authorizations, filings and notices which have been obtained
or made and are in full force and effect, (ii) consents, authorizations, filings and notices in
connection with contracts (other than agreements governing Secured Mortgage Indebtedness) that are
not, individually or in the aggregate, material to the operations of any Borrower and which the
failure to obtain or make could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect, (iii) the consents listed on Schedule 4.4 which have not been
obtained or made and which the failure to obtain or make could not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect and (iv) the filings referred to in Section 4.19. Each Loan Document has been duly
executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a legal, valid and
binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan
Party in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).




          4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the
other Loan Documents (subject, in the case of any realization upon the Pledged Equity, to the
obtaining of any third party consents or approvals and the giving of third party notices that may
be required), the issuance of Letters of Credit, the borrowings hereunder and the use of the
proceeds thereof will not violate or conflict with (i) any Requirement of Law, (ii) any Loan
Party’s charter, certificate or articles of incorporation, operating agreement, partnership
agreement or other organizational or governing documents of a Loan Party or (iii) any Contractual
Obligation of any Group Member in any material respect and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or revenues pursuant to
any Requirement of Law or any such Contractual Obligation (other than the Liens created by the
Security Documents).




          4.6 No Material Litigation. Other than as may be disclosed on Schedule 4.6 or in
Holdings’ filings with the SEC prior to the date of this Agreement, no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of
Holdings or any other Borrower, threatened by or against any Group Member or against any of their
respective properties or revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a
Material Adverse Effect.




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          4.7 No Default. No Group Member is in default under or with respect to any of its
Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse
Effect. No Default or Event of Default has occurred and is continuing.




          4.8 Ownership of Property; Liens. Each Group Member has title in fee simple to, or a
valid leasehold interest in, all its material real property, and good title to, or a valid
leasehold interest in, all its other material Property, and none of such Property is subject to any
Lien except as permitted by Section 7.3.




          4.9 Intellectual Property. Except as could not reasonably be expected to have a
Material Adverse Effect, (i) each Group Member owns, or is licensed to use, all Intellectual
Property necessary for the conduct of its business as currently conducted, (ii) no claim has been
asserted and is pending by any Person challenging or questioning the use of any Intellectual
Property or the validity or effectiveness of any Intellectual Property, nor does any Group Member
know of any valid basis for any such claim and (iii) the use of Intellectual Property by the Group
Members does not infringe on the rights of any Person.




          4.10 Taxes. Each Group Member has filed or caused to be filed all Federal, state and
other material tax returns that are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its Property and all other
taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority
(taking into account the due date (including any extensions thereto) for payment of such taxes,
fees, or other charges) (other than the amount or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP
have been provided on the books of the applicable Group Member); and, to the knowledge of Holdings
or any other Borrower, no material claim is being asserted with respect to any such tax, fee or
other charge which could be reasonably expected to have a Material Adverse Effect.




          4.11 Federal Regulations. No part of the proceeds of any Loans, and no other
extensions of credit hereunder, will be used for “purchasing” or “carrying” any “margin stock”
within the respective meanings of each of the quoted terms under Regulation U as now and from time
to time hereafter in effect in violation of the provisions of the Regulations of the Board.




          4.12 Labor Matters. There are no strikes or other labor disputes against any Group
Member pending or, to the knowledge of Holdings or any other Borrower, threatened that
(individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect.
Hours worked by and payment made to employees of the Group Members have not been in violation of
the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters
that (individually or in the aggregate) could reasonably be expected to have a Material Adverse
Effect. All payments due from any Group Member on account of employee health and welfare insurance
that (individually or in the aggregate) could reasonably be expected to have a Material Adverse
Effect if not paid have been paid or accrued as a liability on the books of the relevant Group
Member.




          4.13 ERISA. Neither a Reportable Event nor an “accumulated funding deficiency”
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the date on which this representation is made or deemed made with respect
to any Single Employer Plan, and each Plan has complied in all respects with the applicable
provisions of ERISA and the Code, where failure to comply with such requirements, singly or in the
aggregate could reasonably be expected to have a Material Adverse Effect. No termination of a
Single Employer Plan (other than standard termination pursuant to Section 4041(b) of ERISA)
resulting in liability under Title IV of ERISA has occurred, and no Lien in favor of the PBGC or a
Plan has arisen, during such five-year period, and it is not reasonably anticipated that material
liability will be assessed against the Borrowers or




52









 







any Controlled Group Entity under Section 4069 of ERISA. The present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual valuation report prior to
the date on which this representation is made or deemed made, exceed the value of the assets of
such Plan allocable to such accrued benefits by a material amount. Neither the Borrowers nor any
Commonly Controlled Entity contributes to, or has contributed to, any Multiemployer Plan or has had
a complete or partial withdrawal from any Multiemployer Plan which contribution or withdrawal has
resulted or could reasonably be expected to have a Material Adverse Effect, and neither the
Borrowers nor any Commonly Controlled Entity would become subject to any liability under ERISA
which would reasonably be expected to have a Material Adverse Effect if any Borrower or any
such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the
valuation date most closely preceding the date on which this representation is made or deemed made.
To the knowledge of the Borrowers, no Multiemployer Plan, for which the Borrowers or any Commonly
Controlled Entity has liability, is in Reorganization or Insolvent.




          4.14 Investment Company Act; Other Regulations. No Group Member or any of its
Subsidiaries (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the
meaning of the Public Utility Holding Company Act of 1935, as amended, (ii) is an “investment
company”, or a company “controlled” by an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended, or (iii) is subject to regulations under the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or
state statute or regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness or its ability to consummate the transactions contemplated by this Agreement.




          4.15 Subsidiaries. (a) The Subsidiaries listed on Schedule 4.15 constitute all the
Subsidiaries of Holdings at the date hereof. Schedule 4.15-1 sets forth as of the Closing Date a
diagram indicating the structure of Holdings and each Subsidiary (including the name of each
Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock owned by each
Loan Party) other than Rouse LLC and its Subsidiaries. Schedule 4.15-2 sets forth as of a date
reasonably close to the Closing Date a diagram indicating the structure of Rouse LLC and each
Subsidiary of Rouse LLC (including the name of each such Subsidiary and, as to each such
Subsidiary, the percentage of each class of Capital Stock owned by each Loan Party). Schedules
4.15-1 and 4.15-2 are accurate and complete as of the Closing Date in all material respects.




          (b) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to employees or
directors and directors’ qualifying shares) of any material nature relating to any Capital Stock of
any Group Member, except as disclosed on Schedule 4.15.




          4.16 Use of Proceeds. The proceeds of the Tranche A-1 Term Loans shall be applied to
the “Loans” under and as defined in the Existing Credit Agreement and to repay other Indebtedness
owed by the Group Members with any remaining proceeds being used for general corporate purposes in
the ordinary course of business. The proceeds of the Revolving Credit Loans, the Swing Line Loans
and the Competitive Bid Loans, and the Letters of Credit, shall be used for general corporate
purposes in the ordinary course of business.




          4.17 Environmental Matters. Except as disclosed in Schedule 4.17 and other than
exceptions to any of the following that could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect:




53









 









     (a) The Group Members: (i) are, and within the period of all applicable statutes of
limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all
Environmental Permits (each of which is in full force and effect) required for any of their
current or presently planned operations or for any property owned, leased, or otherwise
operated by any of them; (iii) are, and within the period of all applicable statutes of
limitation have been, in compliance with all of their Environmental Permits; and (iv) have
no knowledge indicating that: any of their Environmental Permits will not be timely renewed
and complied with, without material expense; that any additional Environmental Permits that
may be required of any of them will not be timely obtained and complied with, without
material expense; and compliance with any Environmental Law that is or is expected to become
applicable to any of them will not be timely attained and maintained, without material
expense.




     (b) Materials of Environmental Concern other than those present in retail packaging for
sale as consumer products or otherwise present in customary amounts in connection with the
development, construction, operation, heating and cooling or repair and maintenance
activities and in compliance with all Environmental Laws (all of which is not expected to
result in a Material Adverse Effect), are not present at, on, under, in, or about any real
property now or formerly owned, leased or operated by any Group Member, or at any other
location (including, without limitation, any location to which Materials of Environmental
Concern have been sent for re-use or recycling or for treatment, storage, or disposal) which
could reasonably be expected to (i) give rise to liability of any Group Member under any
applicable Environmental Law or otherwise result in costs to any Group Member, or (ii)
interfere with any Group Member’s continued operations, or (iii) impair the fair saleable
value of any real property owned or leased any Group Member.




     (c) There is no judicial, administrative, or arbitral proceeding (including any notice
of violation or alleged violation) (i) under or relating to any Environmental Law, (ii)
relating to any Remedial Action or (iii) relating to any claims or liabilities arising from
the Release or threatened Release of a Contaminant into the environment, in each case to
which any Group Member is, or to the knowledge of Holdings or any other Borrower will be,
named as a party that is pending or, to the knowledge of Holdings or any other Borrower,
threatened.




     (d) No Group Member has received any written request for information pursuant, or
relating, to any Environmental Law, or been notified that it is a potentially responsible
party under or relating to CERCLA or any similar Environmental Law, or with respect to any
Materials of Environmental Concern.




     (e) No Group Member has entered into or agreed to any consent decree, order, or
settlement or other agreement, or is subject to any judgment, decree, or order or other
agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution,
relating to compliance with or liability under any Environmental Law.




     (f) No Group Member has assumed or retained, by contract, any liabilities of any kind,
fixed or contingent, known or unknown, under any Environmental Law or with respect to any
Material of Environmental Concern.




     (g) No Group Member’s present or, to the knowledge of Holdings or any other Borrower,
past Property presently is listed or proposed for listing on the National Priorities List
(“NPL”) pursuant to CERCLA or on the Comprehensive Environmental Response
Compensation Liability Information System List (“CERCLIS”) or any similar state list
of sites requiring Remedial Action.



54









 






     (h) To Holdings’ knowledge, no Group Member has sent or directly arranged for the
transport of any waste to any site listed or proposed for listing on the NPL, CERCLIS or any
similar state list.




     (i) No Environmental Lien is presently recorded with respect to any Property of any
Group Member.



          4.18 Accuracy of Information, etc. No statement or information contained in this
Agreement, any other Loan Document, the Confidential Information Memorandum or any other document,
certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or
on behalf of any Loan Party for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, taken as a whole, contained as of the date such statement,
information, document or certificate was so furnished (or, in the case of the Confidential
Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact
or omitted to state a material fact necessary to make the statements contained herein or therein
not misleading. The projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by management of
Holdings and the other Borrowers providing such information to be reasonable at the time made, it
being recognized by the Lenders that such financial information as it relates to future events is
not to be viewed as fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein by a material amount.




          4.19 Security Documents. The Guarantee and Pledge Agreement is effective to create in
favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable
security interest in the Collateral described therein and proceeds thereof. In the case of the
Pledged Equity described in the Guarantee and Pledge Agreement, the Guarantee and Pledge Agreement
constitutes a fully perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as
defined in the Guarantee and Pledge Agreement), in each case prior and superior in right to any
other Person (except, in the case of Collateral other than Pledged Equity, Liens permitted by
Section 7.3).




          4.20 Solvency. Each Loan Party is, and immediately after giving effect to the
incurrence of all Indebtedness and obligations being incurred in connection herewith will be,
Solvent.




          4.21 Certain Documents. Holdings or the other Borrowers have delivered to the
Administrative Agent a complete and correct copy of the Borrower Partnership Agreement and the
Borrower Operating Agreement, including any amendments, supplements or modifications with respect
to any of the foregoing.




          4.22 REIT Status. Holdings (a) for all prior tax years following its election to be a
REIT has qualified as a REIT under Section 856(a) of the Code, (b) has not revoked its election to
be a REIT, (c) has not engaged in any “prohibited transaction” as defined for purposes of Section
857(b)(6) of the Code, and (d) for all prior tax years subsequent to its election to be a REIT has been entitled to a dividends paid
deduction which meets the requirements of Section 857 of the Code.




          4.23 Insurance. The insurance coverages required by Section 6.4 have been obtained
and are in effect as of the Closing Date.




55









 








SECTION 5. CONDITIONS PRECEDENT





     5.1 Conditions to Initial Extension of Credit. The amendment and restatement of the
Existing Credit Agreement hereby and the agreement of each Lender to make the initial extension of
credit requested to be made by it hereunder are each subject to the satisfaction, prior to or
concurrently with the making of such extension of credit on the Closing Date, of the following
conditions precedent:




     (a) Loan Documents. The Administrative Agent shall have received (i) this
Agreement, executed and delivered by a duly authorized officer of Holdings and each Borrower
and (ii) a Lender Addendum executed and delivered by each Lender. The Partnership confirms
that the Control Agreement remains in full force and effect.




     (b) Financial Statements. (i) The Lenders shall have received (x) audited
consolidated financial statements of Holdings and its consolidated Subsidiaries for the 2004
fiscal year and (y) unaudited interim consolidated financial statements of Holdings and its
consolidated Subsidiaries for each quarterly period ended subsequent to the date of the
latest applicable financial statements delivered pursuant to clause (x) of this paragraph as
to which such financial statements are available.




     (ii) The Lenders shall have received (x) audited consolidated financial statements of
Rouse LP and its consolidated Subsidiaries for the 2004 fiscal year and (y) unaudited
interim consolidated financial statements of Rouse LP and its consolidated Subsidiaries for
each quarterly period ended subsequent to the date of the latest applicable financial
statements delivered pursuant to clause (x) of this paragraph as to which such financial
statements are available.




     (c) Approvals. All governmental and third party approvals (other than those
listed on Schedule 4.4) necessary in connection with the continuing operations of the Group
Members and the transactions contemplated hereby shall have been obtained and be in full
force and effect, and all applicable waiting periods shall have expired without any action
being taken or threatened by any competent authority that would restrain, prevent or
otherwise impose material adverse conditions on the financing contemplated hereby.




     (d) Related Agreements. The Administrative Agent shall have received true and
correct copies, certified as to authenticity by Holdings, of such other documents or
instruments as may be reasonably requested by the Administrative Agent, including, without
limitation, a copy of any material debt instrument or security agreement to which the Loan
Parties may be a party.




     (e) Repayment of Prior Tranches. To the extent necessary, the proceeds from
the issuance of the Tranche A-1 Term Loans shall be used to retire any existing tranches of
Indebtedness.




     (f) Fees. The Lenders and the Administrative Agent shall have received all
fees required to be paid, and all expenses for which invoices have been presented (including
reasonable fees, disbursements and other charges of counsel to the Administrative Agent), on
or before the Closing Date (subject to such limitations as have been agreed to between
Holdings and the Arrangers). All such amounts will be paid with proceeds of Loans made on
the Closing Date and will be reflected in the funding instructions given by the Borrowers to
the Administrative Agent on or before the Closing Date.



56









 






     (g) Business Plan. The Lenders shall have received a business plan for fiscal
years 2006-2009 of the Group Members for the period from the Closing Date through December
31, 2009, which shall be based upon assumptions believed by management to be reasonable (it
being understood that actual results may differ from projected results).




     (h) Solvency Analysis. The Lenders shall have received a reasonably
satisfactory solvency analysis certificate from the chief financial officer of Holdings
which shall document the solvency of the Group Members considered as a whole after giving
effect to the transactions contemplated hereby.




     (i) Lien Searches. The Administrative Agent shall have received the results of
a recent lien search in each of the jurisdictions in which Uniform Commercial Code financing
statements or other filings or recordations should be made to evidence or perfect security
interests in all intangible assets of the Partnership and Rouse LLC, and such search shall
reveal no liens on any of the assets of the Loan Party, except for Liens permitted by
Section 7.3.




     (j) Closing Certificate. The Administrative Agent shall have received a
certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit
I, with appropriate insertions and attachments.




     (k) Legal Opinions. The Administrative Agent shall have received the following
executed legal opinions:




     (i) the legal opinion of Kelley, Drye & Warren LLP, counsel to the Borrowers,
substantially in the form of Exhibit J-1; and




     (ii) the legal opinion of Neal, Gerber & Eisenberg LLP, counsel to the
Borrowers, substantially in the form of Exhibit J-2.




     (l) Pledged Equity; Stock Powers; Acknowledgment and Consent. The
Administrative Agent shall have received (i) the certificates representing the shares of
Capital Stock pledged pursuant to the Guarantee and Pledge Agreement, together with an
undated stock power for each such certificate executed in blank by a duly authorized officer
of the pledgor thereof, (ii) the Acknowledgment Agreements that were delivered at the
closing of the Existing Credit Facility and (iii) a consent and acknowledgment from each of
the Guarantors that the Guarantee and Pledge Agreement will remain in full force and effect
after giving effect to the amendment and restatement of the Existing Credit Agreement by
this Agreement and that the execution and delivery of this Agreement shall not impair the
obligations, liens or security interests created by the Guarantee and Pledge Agreement.




     (m) Filings, Registrations and Recordings. Each document (including, without
limitation, any Uniform Commercial Code financing statement) required by the Security
Documents or under law or reasonably requested by the Administrative Agent to be filed,
registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the
Lenders, a perfected Lien on the Collateral described therein, prior and superior in right
to any other Person (other than with respect to Liens expressly permitted by Section 7.3),
shall have been filed, registered or recorded or shall have been delivered to the
Administrative Agent in proper form for filing, registration or recordation.



     (n) Compliance Certificate. The Lenders shall have received a satisfactory
certificate and analysis of the chief financial officer of Holdings which shall document
covenant compliance



57









 




under this Agreement and the other Loan Documents after giving effect to
the transactions contemplated hereby.





     (o) PATRIOT Act. The Lenders shall have received, sufficiently in advance of
the Closing Date, all documentation and other information required by bank regulatory
authorities under applicable “know your customer” and anti-money laundering rules and
regulations, including without limitation the United States PATRIOT Act.




     (p) No Material Adverse Effect. No development or event which has had a
Material Adverse Effect shall have occurred since September 30, 2005.




     5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any
extension of credit requested to be made by it hereunder on any date (including, without
limitation, its initial extension of credit) is subject to the satisfaction of the following
conditions precedent:




     (a) Representations and Warranties. Each of the representations and warranties
made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date as if made on and as of such date (except for
representations and warranties expressly stated to relate to a specific earlier date, in
which case such representations and warranties shall be true and correct as of such earlier
date).




     (b) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the extensions of credit requested to be
made on such date.




     Each borrowing by and issuance of a Letter of Credit on behalf of any Borrower hereunder shall
constitute a representation and warranty by such Borrower as of the date of such extension of
credit that the conditions contained in this Section 5.2 have been satisfied.



SECTION 6. AFFIRMATIVE COVENANTS





     Holdings, the Partnership and the Company hereby agree (which agreement, in the case of the
Company, shall be limited to itself and its Subsidiaries) that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or any Agent hereunder, each of Holdings, the Partnership and the Company shall and shall
cause each of its Subsidiaries to:




     6.1 Financial Statements. Furnish to the Administrative Agent (for distribution to the Lenders):




     (a) as soon as available, but in any event within 90 days after the end of each fiscal
year of Holdings, a copy of the audited consolidated balance sheet of Holdings and its
consolidated Subsidiaries as at the end of such year and the related audited consolidated
statements of income and of cash flows for such year, setting forth in each case in
comparative form the figures as of the end of and for the previous year, reported on without
a “going concern” or like qualification or exception, or qualification arising out of the
scope of the audit, or other material qualification or exception, by Deloitte & Touche LLP
or other independent certified public accountants of nationally recognized standing;




     (b) as soon as available, but in any event within 90 days after the end of each fiscal
year of the Partnership, a copy of the unaudited consolidated balance sheet of the
Partnership and, if requested by the Administrative Agent, the Company and its or their
respective consolidated



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     Subsidiaries, as applicable, as at the end of such year and the
related unaudited consolidated statements of income and of cash flows for such year, setting
forth in each case in comparative form the figures as of the end of and for the previous
year;




     (c) as soon as available, but in any event not later than 60 days after the end of each
of the first three quarterly periods of each fiscal year of Holdings, the unaudited
consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of
such quarter and the related unaudited consolidated statements of income and of cash flows
for such quarter and the portion of the fiscal year through the end of such quarter, setting
forth in each case in comparative form the figures as of the end of and for the
corresponding period in the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit adjustments); and




     (d) as soon as available, but in any event not later than 60 days after the end of each
of the first three quarterly periods of each fiscal year of the Partnership, the unaudited
consolidated balance sheet of the Partnership and, if requested by the Administrative Agent,
the Company and its or their respective consolidated Subsidiaries, as applicable, as at the
end of such quarter and the related unaudited consolidated statements of income and of cash
flows for such quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures as of the end of and for the
corresponding period in the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year end audit adjustments);


all such financial statements to be complete and correct in all material respects and to be
prepared in reasonable detail and in accordance with GAAP applied consistently throughout the
periods reflected therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein).





     6.2 Certificates; Other Information. Furnish to the Administrative Agent (for
distribution to the Lenders), or, in the case of clause (i), to the relevant Lender:




     (a) concurrently with the delivery of the financial statements referred to in Section
6.1(a), if requested by the Administrative Agent or the Required Lenders, a certificate of a
Responsible Officer setting forth, representing and certifying a statement of (i) net
operating income for each Real Property and (ii) a schedule of tenant sales and occupancy with
respect to the Real Property on a consolidated basis;




     (b) concurrently with the delivery of any financial statements pursuant to Section 6.1,
(i) a certificate of a Responsible Officer stating that, to the best of such Responsible
Officer’s knowledge, each Loan Party during such period has observed or performed all of its
covenants and other agreements, and satisfied every condition that is then required to be
satisfied by it, contained in this Agreement and the other Loan Documents to which it is a
party to be observed, performed or satisfied by it, and that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in such
certificate and (ii) in the case of quarterly or annual financial statements, (x) a
Compliance Certificate containing all information (including a schedule of Combined EBITDA)
and calculations necessary for calculating the Leverage Ratio for purposes of determining
the Applicable Margin and for determining compliance by the Group Members with the
provisions of this Agreement (including, without limitation, Sections 7.1 and 7.2) referred
to therein as of the last day of the fiscal quarter or fiscal year of Holdings, and (y) a
schedule of each bankruptcy or cessation of operations of any tenant to which greater than
5% of any Group Member’s share of consolidated minimum rent is attributable, of which
bankruptcy or



59









 






     cessation of operations Holdings or any other Borrower obtained knowledge
since the last date on which such a schedule was submitted;




     (c) [Intentionally Omitted];




     (d) within five days after the same are sent, copies of all financial statements,
reports and certificates, including, without limitation, any certificates demonstrating
covenant compliance under any applicable document, that any Group Member sends to the
holders (or a trustee or agent on behalf of the holders) of any class of its public debt
securities and, within five days after the same are filed, copies of all financial
statements and reports that any Group Member may make to, or file with, the SEC unless, in
each case, such statement, report or certificate is made publicly available by such Group
Member;




     (e) intentionally deleted;




     (f) promptly following obtaining knowledge thereof, written notice to the
Administrative Agent of any change, withdrawal or qualification in the ratings assigned to
the Facility by Moody’s or S&P together with any correspondence or other written information
provided to, or by, the applicable rating agency with respect to such change, withdrawal or
qualification;




     (g) promptly following obtaining the knowledge of the occurrence of a Default or an
Event of Default, written notice of such Default or Event of Default to the Administrative
Agent together with a detailed plan of how the Borrowers intend to cure, or cause to be
cured, such Default or Event of Default;




     (h) promptly following any material change in the accounting or financial reporting
practices of any Borrower, written notice to the Administrative Agent detailing any such
change together with the rationale for any such change; and




     (i) reasonably promptly, such additional financial and other information as any Lender
may from time to time reasonably request.




     6.3 Conduct of Business and Maintenance of Existence; Compliance.
(a) (i) Preserve, renew and keep in full force and effect its organizational existence and
(ii) take all reasonable action to maintain all rights, privileges and franchises necessary in the
normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and
except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and
Requirements of Law, except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.




     6.4 Maintenance of Property; Insurance. (a) Keep all Property and systems useful and
necessary in its business in good working order and condition, ordinary wear and tear excepted and
(b) maintain with financially sound and reputable insurance companies insurance on all its Property
in at least such amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured against in the same
general area by companies engaged in the same or a similar business. Without any limitation on the
foregoing, Holdings shall cause its Subsidiaries to maintain the Real Property in a manner such
that each Real Property can be used in the manner and substantially for the purposes such Real
Property is used on the Closing Date (or a complementary, higher or better use), including, without
limitation, maintaining all necessary utilities, access rights, zoning and Permits for such Real
Property.



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     6.5 Inspection of Property; Books and Records; Discussions. (a) Keep in all material
respects proper books and records of account in which full, true and correct entries in conformity
with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to
its business and activities and (b) permit representatives of any Lender to visit and inspect any
of its properties and examine and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Group Members with officers and employees of
the Group Members and with their independent certified public accountants.




     6.6 Notices. Promptly upon obtaining knowledge thereof give notice to the
Administrative Agent of:




     (a) any (i) default or event of default under any Contractual Obligation of any Group
Member or (ii) litigation, investigation or proceeding affecting any Group Member that, in
either case, could reasonably be expected to have a Material Adverse Effect;




     (b) the following events, as soon as possible and in any event within 30 days after any
Borrower knows thereof: (i) the occurrence of any Reportable Event with respect to any
Single Employer Plan, a failure to make any required contribution to a Single Employer Plan,
the creation of any Lien in favor of the PBGC or a Plan, in each case so as to be reasonably
likely that any Borrower or any Commonly Controlled Entity could incur any liability to the
PBGC or under Title IV of ERISA which would reasonably be expected to have a Material
Adverse Effect, or when circumstances otherwise exist which could reasonably be expected to
result in the Borrower or any Commonly Controlled Entity incurring any liability which would
reasonably be expected to have a Material Adverse Effect or (ii) the institution of
proceedings or the taking of any other action by the PBGC or such Borrower or any Commonly
Controlled Entity with respect to the withdrawal from, or the termination, of, any Plan in
respect of which the Borrowers or any Commonly Controlled Entity could incur liability which would reasonably be expected to
have a Material Adverse Effect; and




     (c) any development or event that has had or could reasonably be expected to have a
Material Adverse Effect.


Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer
setting forth details of the occurrence referred to therein and stating what action the relevant
Group Member proposes to take with respect thereto.




          6.7 Environmental Laws. Except as could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect: (a) Comply in all material respects with, and
ensure compliance in all material respects by all tenants and subtenants, if any, with, all
applicable Environmental Laws, and obtain and comply in all material respects with and maintain,
and ensure that all tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.




          (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under Environmental Laws and promptly comply in all material
respects with all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws.




          6.8 Interest Rate Protection. At all times maintain Hedge Agreements to the extent
necessary to provide that at least 60% of the aggregate principal amount of the sum of (a) all
Indebtedness




61









 







of the Group Members and (b) all Indebtedness of Minority Holdings allocable in
accordance with GAAP to Holdings or any Consolidated Entity is subject to either a fixed interest
rate or interest rate protection, which Hedge Agreements shall have terms and conditions, and be
with counterparties, reasonably satisfactory to the Administrative Agent.




          6.9 Further Assurances. From time to time execute and deliver, or cause to be
executed and delivered, such additional instruments, certificates or documents, and take such
actions, as the Administrative Agent may reasonably request for the purposes of implementing or
effectuating the provisions of this Agreement and the other Loan Documents, or of more fully
perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the
Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with
respect to any other property or assets hereafter acquired by any Group Member which may be deemed
to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Administrative
Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the
other Loan Documents which requires any consent, approval, recording, qualification or
authorization of any Governmental Authority, Holdings and the other Borrowers will execute and
deliver, or will cause the execution and delivery of, all applications, certifications, instruments
and other documents and papers that the Administrative Agent or such Lender may be required to
obtain from any Group Member for such governmental consent, approval, recording, qualification or
authorization.




          6.10 Subsidiary Distributions. Cause Rouse LP and its Subsidiaries and any Minority Holdings owned (directly or
indirectly) by the Partnership to dividend or otherwise distribute all of its cash (other than cash
necessary to conduct its normal business and operations) to the Partnership (the
“Distributions”), subject to contractual or other legal restrictions prohibiting or
limiting the ability of any Group Member to cause such dividend or distribution, including the
terms of loan documents governing Secured Mortgage Indebtedness. The Distributions made by Rouse
LP or its Subsidiaries shall be deposited into the Deposit Account (as defined in the Control
Agreement); provided, that the parties hereto acknowledge and agree that, unless an Event
of Default shall have occurred and be continuing, (i) no Person shall deliver a Control Notice (as
defined in the Control Agreement) with respect thereto and (ii) the relevant Borrower shall have
the right to make withdrawals therefrom.




          6.11 Appraisals. Not less frequently than once per calendar year, furnish to the
Administrative Agent an updated appraisal of each Community Development Property by Landauer
Associates, Inc. (or another appraiser selected by Holdings and reasonably satisfactory to
Administrative Agent) which shall be reasonably satisfactory to the Administrative Agent.




          6.12 Consents. Use commercially reasonable best efforts to obtain the consents listed
on Schedule 4.4 as soon as practicable.




SECTION 7. NEGATIVE COVENANTS




          Holdings, the Partnership and the Company hereby agree (which agreement, in the case of the
Company, shall be limited to itself and its Subsidiaries) that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or any Agent hereunder, each of Holdings, the Partnership and the Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly:




          7.1 Financial Condition Covenants.




          (a) Fixed Charge Coverage Ratio. With respect to any period of four
consecutive fiscal quarters ending on or prior to March 31, 2007, permit the Fixed Charge
Coverage Ratio for any




62









 









     such period to be less than 1.30 to 1.00 and with respect to each
period of four consecutive quarters, the last day of which occurs after March 31, 2007,
permit the Fixed Charge Coverage Ratio for any such period to be less than 1.40 to 1.00.




     (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any period
of four consecutive fiscal quarters to be less than 1.60 to 1.00; and




     (c) Combined Equity Value. Permit the Combined Equity Value at any time to be
less than $8,500,000,000.



          7.2 Limitation on Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except Indebtedness which (a) has a maturity date no earlier than six months
following the then later of the Revolving Credit Termination Date and the Tranche A-1 Term Loan Termination Date (other than the Loans, other Indebtedness
existing on the date hereof, unsecured Indebtedness, Secured Mortgage Indebtedness, Construction
Related Indebtedness and Short Term Indebtedness) and (b) when aggregated with Indebtedness of the
Group Members and Indebtedness of Minority Holdings allocable in accordance with GAAP to Holdings
or any Consolidated Entity as of the time of determination, would not cause the Leverage Ratio at
any time to exceed 70%; provided that:





     (i) Consolidated Entities and Minority Holdings shall not incur unsecured
Indebtedness aggregating in excess of $300,000,000 plus unsecured Indebtedness
listed on Schedule 7.2 and any refinancings thereof (provided that (x) such
refinancing does not increase the principal amount thereof or shorten the maturity
thereof and (y) the Short Term Indebtedness may not be refinanced with unsecured
Indebtedness, except to the extent included within said $300,000,000) and plus any
Qualified Trust Preferred Securities Indebtedness;




     (ii) the aggregate outstanding principal amount of any Recourse Secured
Mortgage Indebtedness shall not exceed 7.5% of the Capitalization Value at any one
time; and




     (iii) if any Group Member makes a New Acquisition and the acquisition price
paid in connection with such New Acquisition is equal to or in excess of
$1,000,000,000, for the three consecutive fiscal quarters ending after the fiscal
quarter during which such New Acquisition is made, the Leverage Ratio may exceed 70%
but may not exceed 75%.



          7.3 Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any
of its Property, whether now owned or hereafter acquired, except for:




          (a) Liens for taxes, assessments or utility or governmental charges that are not yet
due and payable or that are being contested in good faith by appropriate proceedings,
provided that adequate reserves with respect thereto are maintained on the books of
a Group Member in conformity with GAAP;




          (b) statutory Liens of landlords or Equipment lessors against any Property of any Group
Member, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business that are not overdue for a period of more
than 30 days or that are being contested in good faith by appropriate proceedings or that
are for amounts




63









 









     which, if not resolved in favor of the applicable Group Member would not be
likely, individually or in the aggregate together with all other such Liens, to result in a
Material Adverse Effect;




     (c) pledges or deposits in connection with workers’ compensation, unemployment
insurance and other social security legislation;




     (d) deposits to secure the performance of bids, trade contracts (other than for
borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of business;




     (e) easements, rights-of-way, restrictions and other similar encumbrances incurred in
the ordinary course of business that, in the aggregate, are not substantial in amount or
that do not in any case materially detract from the value of the Property subject thereto or
materially interfere with the ordinary conduct of the business of any Group Member;




     (f) Liens with respect to Capital Leases of Equipment entered into in the ordinary
course of business of the Group Members pursuant to which the aggregate Indebtedness under
such Capital Leases does not exceed $50,000,000 for any Real Property;




     (g) Liens created pursuant to the Security Documents;




     (h) Liens securing permitted Secured Mortgage Indebtedness; provided that such
Indebtedness constitutes Non-Recourse Indebtedness;




     (i) Liens securing permitted Recourse Secured Mortgage Indebtedness, provided
that (i) such Liens shall be created substantially simultaneously with the incurrence of
such Indebtedness and (ii) such Liens do not at any time encumber any Property other than
(A) the Property financed by such Indebtedness (or the rentals or cash flow therefrom) or
(B) the Capital Stock (or cash flow therefrom) of any entity whose primary asset is (1) the
Property financed by such Indebtedness or (2) the Capital Stock of an entity that directly
or indirectly owns such Property; and




     (j) Liens to secure capital contributions and other obligations arising in favor of the
holders of equity interests in entities which are Minority Holdings pursuant to the terms of
the applicable partnership, joint venture, operating, shareholders or similar agreement
between such holders and any Group Member, provided that such Liens do not at any
time encumber any Property other than such equity interests.




     7.4 Limitation on Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),
or Dispose of all or substantially all of its Property or business, except that:




     (a) any Subsidiary of Holdings (other than the Partnership or the Company) may be
merged or consolidated with or into any Borrower (provided that such Borrower shall
be the continuing or surviving entity) or with or into any Wholly Owned Subsidiary of one or
more Borrowers (provided that (i) such Wholly Owned Subsidiary shall be the
continuing or surviving entity or (ii) simultaneously with such transaction, the continuing
or surviving entity shall become a Wholly Owned Subsidiary of one or more Borrowers);




64










 







     (b) any Subsidiary of Holdings (other than the Partnership or the Company) may Dispose
of any or all of its assets (upon voluntary liquidation or otherwise) to any Borrower or any
Wholly Owned Subsidiary of one or more Borrowers;




     (c) notwithstanding anything to the contrary contained in this Agreement, the
Partnership and the Company may be merged, so long as the surviving (or newly formed) entity
has assumed all of the obligations of each non-surviving entity under the Loan Documents in
a manner reasonably acceptable to the Administrative Agent; and




     (d) Dispositions under Section 7.5(e) (other than by a Borrower).



           7.5 Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold
interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary’s Capital Stock to any Person, except:




           (a) the Disposition of obsolete or worn out property in the ordinary course of
business;




           (b) the sale of inventory in the ordinary course of business;




           (c) Dispositions permitted by Section 7.4(b);




           (d) the sale or issuance of any Subsidiary’s Capital Stock to any Borrower or a Wholly Owned
Subsidiary of one or more Borrowers;





     (e) the Disposition of assets or issuance or sale of Capital Stock of any Subsidiary
(other than the sale or issuance of any preferred stock of any Subsidiary), provided
that (i) such Disposition (or issuance) is at fair market value, as reasonably determined by
the Group Member making such Disposition (or issuance), (ii) such Disposition (or issuance)
shall not result in a Material Adverse Effect and (iii) at the time of such Disposition, a
certificate of a Responsible Officer shall have been delivered to the Administrative Agent,
which shall include (x) a computation demonstrating pro forma compliance with the covenant
contained in Section 7.1 and, if applicable, Section 7.2 after giving effect to such
Disposition (or issuance) and (y) a certification that no Default or Event of Default shall
have occurred and be continuing at such time or after giving effect to such Disposition (or
issuance);




     (f) the sale or issuance of (i) Capital Stock of any Borrower (provided that
such would not result in a Change of Control) or (ii) Trust Preferred Securities; and




     (g) the sale or issuance by any real estate investment trust Subsidiary to individuals
of preferred equity with a base liquidation preference of no more than $180,000 in the
aggregate for any such real estate investment trust.



          7.6 Limitation on Restricted Payments and Redemption Payments. (a) Make any
Restricted Payment (other than (x) to one or more Group Members or (y) to the extent reasonably
necessary (after utilization of the basket set forth below) in order for Holdings to remain
qualified as a REIT under the Code) during any fiscal quarter of Holdings, which, when added to all
Restricted Payments made during such fiscal quarter and the three immediately preceding fiscal
quarters of Holdings, exceeds 75% of FFO for Holdings for such four fiscal quarters;
provided that no Default or Event of Default shall have occurred and be continuing at the
time of or after giving effect to such Restricted Payment. For purposes of this Agreement,
“Restricted Payment” means (i) any dividend or




65









 







other distribution (whether payable in cash
or other property) on any shares of any Group Member’s Capital Stock (except dividends payable
solely in shares of such Capital Stock or in rights to subscribe for or purchase shares of such
Capital Stock) or (ii) any loan payment to any Affiliate of any Group Member (the Restricted
Payments consisting of loan repayments to the Trust Preferred Securities Issuer and of the pass
through of such payments as dividends to the holders of Trust Preferred Securities shall be counted
as a single Restricted Payment, so as to avoid duplication).




          (b) Make any Redemption Payment (other than to one or more Group Members) during any fiscal
year of Holdings, which, when added to all Redemption Payments made during such year of Holdings,
exceeds $200,000,000 in the aggregate; provided that (i) no such Redemption Payment shall
have, or be reasonably likely to have, a Material Adverse Effect and (ii) no Default or Event of
Default
shall have occurred and be continuing at the time of or after giving effect to such Redemption
Payment. For purposes of this Agreement, “Redemption Payment” means any payment (except payments
made in Capital Stock of Holdings) on account of the purchase, redemption, retirement or
acquisition (including merger consideration) of (i) any shares of any Group Member’s Capital Stock
or (ii) any option, warrant or other right to acquire shares of any Group Member’s Capital Stock.




          (c) Notwithstanding paragraph (b) of this Section, the Company may make Redemption Payments
with respect to the Goldman Preferred Stock or the 8.25% Series C Cumulative Preferred Units of the
Company owned by DA Retail Investments, LLC which do not exceed $65,000,000 in the aggregate;
provided that (x) no such payment shall have, or be reasonably likely to have, a Material
Adverse Effect and (y) no Default or Event of Default shall have occurred and be continuing at the
time of or after giving effect to such payment.




          7.7 Limitation on Investments. Make any advance, loan, extension of credit (by way of
guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes,
debentures or other debt securities of, or any assets constituting an ongoing business from, or
make any other investment in, or purchase any Property from, any other Person (all of the
foregoing, “Investments”), except:





     (a) extensions of trade credit in the ordinary course of business;




     (b) any Investment reasonably necessary for Holdings to remain qualified as a REIT;




     (c) Investments in Cash Equivalents;




     (d) Investments by any Group Member in any Borrower or any Person that, prior to such
Investment, is a Wholly Owned Subsidiary of one or more Borrowers;




     (e) Investments received in connection with the bankruptcy or reorganization of
suppliers and lessees and in settlement of delinquent obligations of, and other disputes
with, lessees and suppliers arising in the ordinary course of business;




     (f) Investments in:




     (1) any Property (subject to Section 7.11 and to the limitations contained in
subparagraphs (2) thru (4) below);




     (2) any single Person owning GGP Property or any portfolio of GGP Properties (other
than any Borrower’s investments in GGP-TRS L.L.C., Price Development Company,
Limited Partnership, the Homart Portfolio, the Ivanhoe Portfolio, Rouse LLC and
Rouse



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LP) which do not exceed 25% of the Capitalization Value after giving effect to
such Investments of the Group Members;




(3) Minority Holdings, provided that (i) aggregate Investments in Limited
Minority Holdings shall not exceed 20% of the Capitalization Value after giving
effect to such Investments of the Group Members, and (ii) such Minority Holdings
shall be a Minority Holdings owned (directly or indirectly) by the Partnership if
such Minority Holdings was not in existence as of the date of this Agreement; and




(4) Real Estate Under Construction which, in the aggregate, does not exceed 10% of
the Capitalization Value after giving effect to such Investments of the Group
Members (provided, however, that, for purposes of this clause (4)
only, the term Real Estate Under Construction shall not include any Construction
Asset which is at least 80% leased, and provided further that, for purposes of this
clause (4), any portion of a Construction Asset which is under a binding contract of
sale to an “anchor tenant” shall be deemed to be leased);




(g) Investments held as of the Closing Date and, in the case of Investments made after
September 30, 2005 through the Closing Date, listed on Schedule 7.8(g);




(h) deposits with financial institutions available for withdrawal on demand, prepaid
expenses, accounts receivable and advances to employees, in each case, made or incurred in
the ordinary course of business;




(i) Investments in the Capital Stock of Rouse LLC and Rouse LP;




(j) guarantees of Indebtedness and other liabilities and financial obligations of
Affiliates to the extent permitted by Section 7.2; and




       (k) Investments in any Trust Preferred Securities Issuer and Investments by any Trust
Preferred Securities Issuer in Holdings or any Consolidated Entity.



          7.8 Limitation on Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of
any service or the payment of any management, advisory or similar fees, with any Affiliate (other
than Holdings or any other Borrower) unless such transaction is (a) not prohibited by this
Agreement and (b) upon fair and reasonable terms no less favorable to such Group Member than it
would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate
(unless such transaction is between two or more Borrowers and/or Wholly Owned Subsidiaries of one
or more Borrowers).




          7.9 Limitation on Changes in Fiscal Periods. Permit the fiscal year of Holdings or
any other Borrower to end on a day other than December 31 or change Holdings’ or any Borrower’s
method of determining fiscal quarters.




          7.10 Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to
exist or become effective any consensual encumbrance or restriction on the ability of any
Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held
by, or pay any Indebtedness owed to, Holdings or any other Subsidiary (other than restrictions
imposed on a Trust Preferred Securities Issuer and any other entities which are special or
single-purpose entities), (b) make Investments in Holdings or any other Subsidiary or (c) transfer
any of its assets (excluding assets in the nature of contracts) to Holdings or any other
Subsidiary, except for such encumbrances or restrictions

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existing under or by reason of (i) any
restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with the Disposition of
all or substantially all of the Capital Stock or assets of such Subsidiary or the acquisition of an
asset by such Subsidiary, (iii) any restrictions under the documentation governing any unsecured
Indebtedness listed on Schedule 7.2 or any
Secured Mortgage Indebtedness or (iv) any restrictions existing as of the Closing Date under
any of (A) the Borrower Operating Agreement, (B) the Borrower Partnership Agreement, (C) the Hughes
Agreement and (D) the partnership and stockholders agreements of any of Price Development Company,
Limited Partnership, GGP Ivanhoe, Inc. and GGP Ivanhoe IV, Inc.




          7.11 Limitation on Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Group Members are engaged on the
date of this Agreement or that are reasonably related thereto.




          7.12 Limitation on Amendments to Constituent Documents. (a) Amend, supplement or
otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the Borrower
Partnership Agreement or the Borrower Operating Agreement in any manner that would increase the
amounts payable by the Company or the Partnership thereunder (except any such amendment that
provides for the authorization or issuance of additional units of the Partnership or the Company to
the extent not in violation of the definition of “Change of Control”) or (b) otherwise amend,
supplement or otherwise modify the terms and conditions of the Borrower Partnership Agreement or
the Borrower Operating Agreement except to the extent that any such amendment, supplement or
modification could not reasonably be expected to have a Material Adverse Effect.




          7.13 Limitation on Activities of Holdings. In the case of Holdings, notwithstanding
anything to the contrary in this Agreement or any other Loan Document (but subject to the next
succeeding sentence), (a) conduct, transact or otherwise engage in, or commit to conduct, transact
or otherwise engage in, any business or operations other than those incidental to its ownership of
the Capital Stock of its Subsidiaries (which items incidental to its ownership may include
guaranteeing obligations of its Subsidiaries in the ordinary course of business or as may be
necessary or desirable for tax reasons, including in order for Holdings to maintain its status as a
REIT under the Code), (b) incur, create, assume or suffer to exist any Indebtedness or other
liabilities or financial obligations except as permitted under this Agreement, or (c) own, lease,
manage or otherwise operate any properties or assets (including cash and cash equivalents) other
than the ownership of Capital Stock of the Partnership and its other Subsidiaries (provided
that such other Subsidiaries were Subsidiaries of Holdings on the Closing Date). Additionally,
Holdings may after the Closing Date (i) own Capital Stock of any Trust Preferred Securities Issuer,
(ii) acquire title to Property which is contributed to the Partnership in a substantially
simultaneous transaction, and (iii) own cash received in connection with dividends made by its
Subsidiaries in accordance with Section 7.6 and cash proceeds from the sale of its Capital Stock.




          7.14 Limitation on Hedge Agreements. Enter into any Hedge Agreement other than Hedge
Agreements entered into in the ordinary course of business, and not for speculative purposes, to
protect against changes in interest rates or foreign exchange rates.




          7.15 New Subsidiaries; Certain Dispositions. (a) Create or acquire any new Subsidiary
after the Closing Date unless such new Subsidiary is created or acquired (i) as a Wholly Owned
Subsidiary of the Company, (ii) as a Minority
Holding of the Partnership, in each case unless there are material adverse legal or accounting
impediments to implementing such a structure or (iii) for the sole purpose of being an issuer of
Trust Preferred Securities; or (b) Dispose of any material asset owned by the Company, Rouse LP or
any of their respective Subsidiaries as of the Closing Date, unless such Disposition is otherwise
permitted hereunder and is for cash consideration at fair market value or




68









 







unless such transaction
is solely between two or more Borrowers and/or Wholly Owned Subsidiaries of one or more Borrowers.




SECTION 8. EVENTS OF DEFAULT




          If any of the following events shall occur and be continuing:





     (a) any Borrower shall fail to pay any principal of any Loan or Reimbursement
Obligation when due in accordance with the terms hereof; or any Borrower shall fail to pay
any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder
or under any other Loan Document, within five days after any such interest or other amount
becomes due in accordance with the terms hereof or thereof; or




     (b) any representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or that is contained in any certificate, document or financial or
other statement furnished by it at any time under or in connection with this Agreement or
any such other Loan Document shall prove to have been inaccurate in any material respect on
or as of the date made or deemed made or furnished; or




     (c) any Loan Party shall default in the observance or performance of any agreement
contained in clause (i) or (ii) of Section 6.3(a) (with respect to Holdings and any other
Borrower only) or Section 7, or in Section 5 of the Guarantee and Pledge Agreement; or




     (d) any Loan Party shall default in the observance or performance of any other
agreement contained in this Agreement or any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall continue unremedied for
a period of 30 days after a Responsible Officer of any Loan Party has knowledge thereof; or




     (e) any Group Member shall (i) default in making any payment of any principal of any
Indebtedness (including, without limitation, any Contingent Obligation, but excluding the
Loans and Reimbursement Obligations) on the scheduled or original due date with respect
thereto, subject to the receipt of any applicable notice and the expiration of any
applicable cure period or grace period; or (ii) default in making any payment of any
interest on any such Indebtedness beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created; or (iii) default in the
observance or performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with
the giving of notice if required, such Indebtedness to become due prior to its stated
maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or
(in the case of any such Indebtedness constituting a Contingent Obligation) to become
payable; provided, that a default, event or condition described in clause (i), (ii)
or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless,
at such time, one or more defaults, events or conditions of the type described in clauses
(i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect
to Recourse Indebtedness the outstanding principal
amount of which exceeds in the aggregate $50,000,000 or, in the case of Non-Recourse
Indebtedness, $400,000,000; or




     (f) (i) Holdings, any other Borrower or any other Group Member to which more than
$75,000,000 of the Capitalization Value is attributable, individually or in the aggregate
with its



69









 






Subsidiaries, shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or Holdings, any other Borrower or any other Group Member to
which more than $75,000,000 of the Capitalization Value is attributable, individually or in
the aggregate with its Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against Holdings, any other Borrower or any
other Group Member to which more than $75,000,000 of the Capitalization Value is
attributable, individually or in the aggregate with its Subsidiaries, any case, proceeding
or other action of a nature referred to in clause (i) above that (A) results in the entry of
an order for relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against
Holdings, any other Borrower or any other Group Member to which more than $75,000,000 of the
Capitalization Value is attributable, individually or in the aggregate with its
Subsidiaries, any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any substantial part of
its assets that results in the entry of an order for any such relief that shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) Holdings, any other Borrower or any other Group Member to which more than
$75,000,000 of the Capitalization Value is attributable, individually or in the aggregate
with its Subsidiaries, shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
above; or (v) Holdings, any other Borrower or any other Group Member to which more than
$75,000,000 of the Capitalization Value is attributable, individually or in the aggregate
with its Subsidiaries, shall generally not, or shall be unable to, or shall admit in writing
its inability to, pay its debts as they become due; or




     (g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section
406 of ERISA or Section 4975 of the Code) involving any Plan which results in any Borrower
or any Commonly Controlled Entity incurring liability pursuant to Section 406 of ERISA or
Section 4975 of the Code, (ii) any “accumulated funding deficiency” (as defined in Section
302 of ERISA), whether or not waived, shall exist with respect to any Plan, or any Lien in
favor of the PBGC or a Plan shall arise on the assets of any Borrower or any Commonly
Controlled Entity, (iii) a Reportable Event shall occur with respect to, or the PBGC shall
commence proceedings to have a trustee appointed pursuant to proceedings commenced by the
PBGC, or a trustee shall be appointed, to administer or to terminate, any Single Employer
Plan, which in either event is, in the reasonable opinion of the Required Lenders, likely to
result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate in an involuntary or distress termination for purposes of
Title IV of ERISA, (v) any Borrower or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Lenders shall be likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and
in each case in clauses (i) through (vi) above, such event or condition, together with all
other such events or conditions, if any, could reasonably be expected to have a
Material Adverse Effect; or




     (h) one or more judgments or decrees shall be entered against any Group Member
involving for the Group Members taken as a whole a liability (not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage) of



70









 






$50,000,000 or more (or, in the case of liabilities arising out of Non-Recourse
Indebtedness, $400,000,000 or more), and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof;
or




     (i) this Agreement or any Security Document shall cease, for any reason (other than by
reason of the express release thereof pursuant to Section 10.15), to be in full force and
effect, or any Loan Party or any Subsidiary of any Loan Party shall so assert, or any Lien
created by any of the Security Documents shall cease to be enforceable and of the same
effect and priority purported to be created thereby, or any Loan Party or any Subsidiary of
any Loan Party shall so assert; or




     (j) the guarantee contained in Section 2 of the Guarantee and Pledge Agreement shall
cease, for any reason (other than by reason of the express release thereof pursuant to
Section 10.15), to be in full force and effect or any Loan Party or any Affiliate of any
Loan Party shall so assert; or




     (k) any Change of Control shall occur; or




     (l) (i) Holdings shall fail to (x) maintain its status as a REIT under the Code, (y)
continue as a general partner of the Partnership or (z) remain listed on the New York Stock
Exchange or other national stock exchange, (ii) the Partnership shall fail to continue as
the managing member of the Company, or (iii) Holdings or any other Borrower shall fail to
comply in all material respects with all Requirements of Law applicable to it and its
businesses and the GGP Properties, in each case where the failure to so comply individually
or in the aggregate will have or is reasonably likely to have a Material Adverse Effect; or




     (m) (i) the portion of the Capitalization Value attributable to the aggregate Limited
Minority Holdings of the Group Members exceeds 20% of the Capitalization Value, or (ii) the
Management Company ceases to provide property management and leasing services to at least
75% of the total number of Real Properties in which the Group Members have an ownership
interest, excluding any such Real Properties that are Limited Minority Holdings;


then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or
(ii) of paragraph (f) above with respect to Holdings or any other Borrower, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement and the other Loan Documents (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required thereunder) shall
immediately become due and payable, and (B) if such event is any other Event of Default, either or
both of the following actions may be taken: (i) with the consent of the Majority Revolving Credit
Facility Lenders, the Administrative Agent may, or upon the request of the Majority Revolving
Credit Facility Lenders, the Administrative Agent shall, by notice to the Borrowers declare the
Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice
to the Borrowers, declare the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the other Loan Documents
(including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents required thereunder) to
be due and payable forthwith, whereupon the same shall immediately become due and payable. In the
case of all Letters of Credit with respect to which presentment for honor shall not have occurred
at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit
in a cash collateral




71









 







account opened by the Administrative Agent an amount equal to the aggregate
then undrawn and unexpired face amount of such Letters of Credit. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment of drafts drawn
under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the
Borrowers hereunder and under the other Loan Documents. After all such Letters of Credit shall
have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and
all other obligations of the Borrowers hereunder and under the other Loan Documents shall have been
paid in full, the balance, if any, in such cash collateral account shall be returned to the
Borrowers (or such other Person as may be lawfully entitled thereto).




SECTION 9. THE ADMINISTRATIVE AGENT




          9.1 Appointment. Each Lender hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents,
and each Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such
action on its behalf and in the Administrative Agent’s designated capacity under the provisions of
this Agreement and the other Loan Documents and to exercise such powers and perform such duties as
are expressly delegated to the Administrative Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.




          9.2 Delegation of Duties. The Administrative Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.




          9.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person or Persons under or in connection with
this Agreement or any other Loan Document (except to the extent that any of the foregoing are found
by a final and nonappealable decision of a court of competent jurisdiction to have resulted from
its or such Person or Persons’ own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Lenders for any recitals, statements, representations or warranties made
by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or
in any certificate, report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to
perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Loan Party.




          9.4 Reliance by the Administrative Agent. The Administrative Agent shall be entitled
to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper




72









 







Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Loan Parties), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes unless such Note shall have been
transferred in accordance with Section 10.6 and all actions required by such Section in connection
with such transfer shall have been taken. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this
Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it
deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any
and all liability and expense that may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in accordance with a
request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the
Loans.




          9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative
Agent shall have received notice from a Lender, Holdings or any other Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a “notice of
default”. In the event that the Administrative Agent shall receive such a notice, the
Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be reasonably directed by the
Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group
of Lenders specified by this Agreement); provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.




          9.6 Non-Reliance on the Administrative Agent and Other Lenders. Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its respective officers, directors,
employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to
it and that no act by the Administrative Agent hereafter taken, including any review of the affairs
of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation
or warranty by the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their affiliates and made its own
decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent 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 analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Loan Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder,
the Administrative Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that
may come into the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.





73









 








          9.7 Indemnification. The Lenders agree to indemnify the Administrative Agent in its
capacity as such (to the extent not reimbursed by Holdings or the other Borrowers and without
limiting the obligation of Holdings or the other Borrowers to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought
under this Section (or, if indemnification is sought after the date upon which the Commitments
shall have terminated and the Loans shall have been paid in full, ratably in accordance with such
Aggregate Exposure Percentages immediately prior to such date), for, and to save the Administrative
Agent harmless from and against, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any
time (including, without limitation, at any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to or arising out of,
the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful
misconduct. The agreements in this Section shall survive the payment of the Loans and all other
amounts payable hereunder.




          9.8 The Administrative Agent in Its Individual Capacity. The Administrative Agent and
its affiliates may make loans to, accept deposits from and generally engage in any kind of business
with any Loan Party as though the Administrative Agent were not the Administrative Agent. With
respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, the Administrative Agent shall have the same rights and powers under this
Agreement and the other Loan Documents as any Lender and may exercise the same as though it were
not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative
Agent in its individual capacity.




          9.9 Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 30 days’ notice to the Lenders and Holdings. If the Administrative Agent
shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the
Lenders a successor agent (with the consent of such successor agent) for the Lenders, which
successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect
to any Borrower shall have occurred and be continuing) be subject to approval by Holdings (which
approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall
succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative
Agent” shall mean such successor agent effective upon such appointment and approval, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent has accepted
appointment as Administrative Agent by the date that is 30 days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above. Any Syndication Agent may, at any time, by notice to the Lenders and
the Administrative Agent resign as a Syndication Agent hereunder, whereupon the duties, rights,
obligations and responsibilities of such Syndication Agent hereunder shall automatically be assumed
by, and inure to the benefit of, the Administrative Agent, without any further act by such
Syndication Agent, the Administrative Agent, any Lender or the Borrowers. Any Documentation Agent
may, at any time, by notice to the Lenders and the Administrative Agent resign as a Documentation
Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such
Documentation Agent hereunder




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shall automatically be assumed by, and inure to the benefit of, the
Administrative Agent, without any further act by such Documentation Agent, the Administrative
Agent, any Lender or the Borrowers. After any retiring Agent’s resignation as an Agent hereunder,
the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was an Agent under this Agreement and the other Loan Documents.




          9.10 Authorization to Execute Certain Documents and to Release Liens and Guarantees.
The Administrative Agent is hereby irrevocably authorized by each of the Lenders (i) to execute and
deliver each Acknowledgment Agreement, the Control Agreement and the Syndication Letter and (ii) to
effect any release of Liens or guarantee obligations contemplated by Section 10.15.




          9.11 The Arrangers; the Syndication Agents and the Documentation Agents. None of the
Arrangers, the Syndication Agents or the Documentation Agents, in their respective capacities as
such, shall have any duties or responsibilities, nor shall any such Person incur any liability,
under this Agreement and the other Loan Documents.




SECTION 10. MISCELLANEOUS




          10.1 Amendments and Waivers. Neither this Agreement or any other Loan Document, nor
any terms hereof or thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or (with the written consent of the Required Lenders) the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into
written amendments, supplements or modifications hereto and to the other Loan Documents (including
amendments and restatements hereof or thereof) for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the
Loan Parties hereunder or thereunder or
(b) waive, on such terms and conditions as may be specified in the instrument of waiver, any
of the requirements of this Agreement or the other Loan Documents or any Default or Event of
Default and its consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall:





     (i) forgive or reduce the principal amount or extend the final scheduled date
of maturity of any Loan or Reimbursement Obligation, reduce the amount of or extend
the scheduled date of any amortization payment in respect of any Tranche A-1 Term
Loan, forgive or reduce the amount of, or the stated rate of, any interest or fee
payable under this Agreement (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates (which waiver shall be
effective with the consent of the Majority Facility Lenders of each adversely
affected Facility) and (y) that any amendment or modification of defined terms used
in the financial covenants in this Agreement shall not constitute a reduction in the
rate of interest or fees for purposes of this clause (i)) or extend the scheduled
date of any payment thereof, or increase the amount or extend the expiration date of
any Commitment of any Lender, in each case without the consent of each Lender
directly affected thereby;




     (ii) amend, modify or waive any provision of this Section or reduce any
percentage specified in the definition of Required Lenders, consent to the
assignment or transfer by any Borrower of any of its rights and obligations under
this Agreement or the other Loan Documents, release any substantial part of the
Collateral or release Holdings, the Partnership or Rouse LLC from its guarantee
obligations under the Guarantee and Pledge Agreement, in each case without the
consent of all the Lenders;



75









 






     (iii) amend, modify or waive any condition precedent to any extension of credit
under the Revolving Credit Facility set forth in Section 5.2 (including, without
limitation, the waiver of an existing Default or Event of Default required to be
waived in order for such extension of credit to be made) without the consent of the
Majority Revolving Credit Facility Lenders;




     (iv) reduce the percentage specified in the definition of Majority Facility
Lenders with respect to any Facility without the consent of all of the Lenders under
such Facility;




     (v) amend, modify or waive any provision of Section 9, or any other provision
affecting the rights, duties or obligations of the Administrative Agent, without the
consent of the Administrative Agent;




     (vi) amend, modify or waive any provision of Section 2.6 or 2.7 without the
consent of the Swing Line Lender;




     (vii) amend, modify or waive any provision of Section 2.18 without the consent
of each Lender directly affected thereby;




     (viii) amend, modify or waive any provision of Section 3 without the consent of
the Issuing Lender; or




     (ix) impose restrictions on assignments and participations that are more
restrictive than, or additional to, those set forth in Section 10.6 without the
consent of each Lender directly affected thereby.


Any such waiver and any such amendment, supplement or modification shall apply equally to each of
the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and
all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights hereunder and under the
other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and
not continuing; but no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon. Any such waiver, amendment, supplement or
modification shall be effected by a written instrument signed by the parties required to sign
pursuant to the foregoing provisions of this Section; provided, that delivery of an
executed signature page of any such instrument by facsimile transmission shall be effective as
delivery of a manually executed counterpart thereof.



For the avoidance of doubt, this Agreement and any other Loan Document may be amended (or amended
and restated) with the written consent of the Required Lenders and the Arrangers (excluding any
Arranger which is no longer a Lender [or whose lending Affiliate is no longer a Lender]) and each
Loan Party to each relevant Loan Document (x) to add one or more additional credit facilities to
this Agreement and to permit the extensions of credit from time to time outstanding thereunder and
the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement
and the other Loan Documents with the Tranche A-1 Term Loans and Revolving Extensions of Credit and
the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders
holding such credit facilities in any determination of the Required Lenders and Majority Facility
Lenders.



In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent
of the Borrowers and the Lenders providing the relevant Replacement Term Loans to permit the
refinancing of all outstanding Tranche A-1 Term Loans with a replacement term loan tranche
hereunder (the




76









 







“Replacement Term Loans”); provided that (a) the aggregate principal
amount of such Replacement Term Loans shall not exceed the aggregate principal amount of the
Tranche A-1 Term Loans as of the date of the replacement thereof, (b) the Applicable Margin for
such Replacement Term Loans shall not be higher than the Applicable Margin for the Tranche A-1 Term
Loans (or, if in the form of a grid, any comparable line item in the grid contained in the
definition of Applicable Margin), (c) the weighted average life to maturity of such Replacements
Term Loans shall not be shorter than the weighted average life to maturity of the Tranche A-1 Term
Loans as of the date of the replacement thereof and (d) all other material terms applicable to such
Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders
providing such Replacement Term Loans than, those applicable to the Tranche A-1 Term Loans as of
the date of the replacement thereof.




          10.2 Notices. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered, or three Business
Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed (a) in the case of Holdings, the Borrowers and the Administrative Agent, as
follows and (b) in the case of the Lenders, as set forth in an administrative questionnaire
delivered to the Administrative Agent or on Schedule I to the Lender Addendum to which such Lender
is a party or, in the case of a Lender which becomes a party to this Agreement pursuant to an
Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case of any party, to
such other address as such party may hereafter notify to the other parties hereto:




	 	 	 
	Holdings:

	 	General Growth Properties, Inc.
	 

	 	110 North Wacker
	 

	 	Chicago, Illinois 60606
	 

	 	Attention: Treasurer
	 

	 	Telecopy: (312) 960-5463
	 
	 	 
	The Partnership:

	 	GGP Limited Partnership
	 

	 	c/o General Growth Properties, Inc.
	 

	 	110 North Wacker
	 

	 	Chicago, Illinois 60606
	 

	 	Attention: Treasurer
	 

	 	Telecopy: (312) 960-5463
	 
	 	 
	The Company:

	 	GGPLP L.L.C.
	 

	 	c/o General Growth Properties, Inc.
	 

	 	110 North Wacker
	 

	 	Chicago, Illinois 60606
	 

	 	Attention: Treasurer
	 

	 	Telecopy: (312) 960-5463






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	with a copy to:

	 	Neal, Gerber & Eisenberg LLP
	 

	 	Two North LaSalle Street
	 

	 	Suite 2200
	 

	 	Chicago, Illinois 60602
	 

	 	Attention: Marshall E. Eisenberg
	 

	 	Telecopy: (312) 269-1747
	 
	 	 
	Administrative Agent:

	 	Eurohypo AG, New York Branch
	 

	 	1114 Avenue of the Americas
	 

	 	Twenty-Ninth Floor
	 

	 	New York, New York 10036
	 

	 	Attention: Head of Portfolio Operations
	 

	 	Telecopy: (212) 479-5800
	 
	 	 
	with a copy to:

	 	Eurohypo AG, New York Branch
	 

	 	1114 Avenue of the Americas
	 

	 	Twenty-Ninth Floor
	 

	 	New York, New York 10036
	 

	 	Attention: Legal Director
	 

	 	Telecopy: (212) 479-5800
	 
	 	 
	with a copy to:

	 	Katten Muchin Rosenman LLP
	 

	 	525 West Monroe Street
	 

	 	Chicago, Illinois 60661
	 

	 	Attention: Mark C. Simon, Esq.
	 

	 	Telecopy: (312) 577-4517
	 
	 	 
	Syndication Agent:

	 	Bank of America, N.A.
	 

	 	Mailcode IL1 231 1035
	 

	 	231 S. LaSalle Street
	 

	 	Chicago, Illinois 60604
	 

	 	Attention: Michael W. Edwards
	 

	 	Telecopy: (312) 974-4970
	 
	 	 
	Syndication Agent:

	 	Wachovia Bank, National Association
	 

	 	301 South College Street NC0172
	 

	 	Charlotte, North Carolina 28288-0172
	 

	 	Attention: David Hoagland
	 

	 	Telecopy: (704) 383-6205
	 
	 	 
	Issuing Lender:

	 	As notified by the Issuing Lender to the
	 

	 	Administrative Agent and the Borrowers





provided that any notice, request or demand to or upon the Administrative Agent, any
Issuing Lender or any Lender shall not be effective until received.





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          Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Borrowers may, in their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.




          10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or
privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.




          10.4 Survival of Representations and Warranties. All representations and warranties
made herein, in the other Loan Documents and in any document, certificate or statement delivered
pursuant hereto or in connection herewith shall survive the execution and delivery of this
Agreement and the making of the Loans and other extensions of credit hereunder.




          10.5 Payment of Expenses. Each Borrower (on a pro rata basis based on the maximum
amount of the Commitments made available to it hereunder) severally agrees (a) to pay or reimburse
the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in
connection with the syndication of the Facilities (other than fees payable to syndicate members and
subject to such limits as have been agreed to between Holdings and the Arrangers) and the
development, preparation and execution of, and any amendment, supplement or modification to, this
Agreement and the other Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions contemplated hereby and
thereby, including, without limitation, the reasonable fees and disbursements and other charges of
counsel to the Administrative Agent and the charges of Syndtrak, (b) after the occurrence and
during the continuance of an Event of Default, to pay or reimburse each Lender and the
Administrative Agent for all their costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Loan Documents and any other
documents prepared in connection herewith or therewith, including, without limitation, the
reasonable fees and disbursements of counsel (including the allocated fees and disbursements and
other charges of in-house counsel) to each Lender and of counsel to the Administrative Agent, (c)
to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender
and the Administrative Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar
taxes, if any, which may be payable or determined to be payable in connection with the execution
and delivery of, or consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or in respect of, this
Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify or
reimburse each Lender, each Agent, their respective affiliates, and their respective officers,
directors, trustees, employees, advisors, agents and controlling persons (each, an
“Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any
Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto or thereto of their respective obligations hereunder or thereunder or

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the
consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit
or the use or proposed use of the proceeds thereof (including any refusal by the Issuing Lender to
honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or
alleged presence or release of Materials of Environmental Concern on or from any property owned,
occupied or operated by any Group Member, or any environmental liability of any Group Member or any
of their ownership or operation of their respective properties, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by any third party or by any Borrower or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in
this clause (d), collectively, the “Indemnified Liabilities”), provided, that the
Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use
by unauthorized persons of information or other materials sent through electronic,
telecommunications or other information transmission systems that are intercepted by such persons
or for any special, indirect, consequential or punitive damages in connection with the Facilities.
All amounts due under this Section shall be payable not later than 30 days after written demand
therefor. Statements payable by the Borrowers pursuant to this Section shall be submitted to
Treasurer (Telephone No. (312) 960-5000) (Fax No. (312) 960-5463),
at the respective addresses of the Borrowers set forth in Section 10.2, or to such other
Person or address as may be hereafter designated by the Borrowers in a notice to the Administrative
Agent. The agreements in this Section shall survive repayment of the Loans and all other amounts
payable hereunder.




          10.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of Holdings, the Borrowers, the Lenders,
the Administrative Agent, all future holders of the Loans and their respective successors and
assigns, except that the Borrowers may not assign or transfer any of their rights or obligations
under this Agreement or the other Loan Documents without the prior written consent of the
Administrative Agent and each Lender.




          (b) Any Lender may, without the consent of Holdings or the other Borrowers, in accordance with
applicable law, at any time sell to one or more banks, financial institutions or other entities
(each, a “Participant”) participating interests in any Loan owing to such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest to a Participant,
such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement and the other Loan Documents. In no event shall any Participant under any such
participation have any right to approve any amendment or waiver of any provision of any Loan
Document, or any consent to any departure by any Loan Party therefrom. The Borrowers agree that if
amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right
of setoff in respect of its participating interest in amounts owing under this Agreement to the
same extent as if the amount of its participating interest were owing directly to it as a Lender
under this Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as
provided in Section 10.7(a) as fully as if such Participant were a Lender hereunder. The Borrowers
also agree that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21
with respect to its




80









 







participation in the Commitments and the Loans outstanding from time to time as
if such Participant were a Lender; provided that, in the case of Section 2.20, such
Participant shall have complied with the requirements of said Section, and provided,
further, that no Participant shall be entitled to receive any greater amount pursuant to
any such Section than the transferor Lender would have been entitled to receive in respect of the
amount of the participation transferred by such transferor Lender to such Participant had no such
transfer occurred.




          (c) Any Lender (each, an “Assignor”) may, with the prior written consent of the
Administrative Agent and the Borrower (which consent in each case shall not unreasonably be
withheld, delayed or conditioned) at any time assign to an additional bank, financial institution
or other entity (each, an “Assignee”) all, or a portion of its rights and obligations under
this Agreement, its Note and the other Loan Documents provided, (i) no such consent by the Borrower
shall be required (x) if an Event of Default exists, or (y) in the case of an assignment to another
Lender, to an Affiliate of another Lender or to a Related Fund, (ii) any partial assignment shall
be in an amount at least equal to $1,000,000 and, after giving effect to such assignment, the
assigning Lender (unless it has sold its entire remaining Commitment and outstanding Loans) holds a
Commitment of at least $1,000,000, and (iii) such Assignee shall assume the assigned rights and
obligations, pursuant to an Assignment and Acceptance executed by such Assignee and such transferor
Lender. Any such assignment need not be ratable as among the
Facilities. Upon such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder
shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with Commitments and/or Loans as set forth therein,
and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of an Assignor’s rights and obligations under this Agreement, such Assignor
shall cease to be a party hereto, except as to Section 2.19, 2.20 and 10.5 in respect of the period
prior to such effective date). For purposes of the minimum assignment amounts set forth in this
paragraph, multiple assignments to or by two or more Related Funds shall be aggregated. Any
assignment in violation of this Section 10.6(c) shall be void ab initio.




          (d) The Administrative Agent shall, on behalf of the Borrowers, maintain at its address
referred to in Section 10.2 a copy of each Assignment and Acceptance delivered to it and a register
(the “Register”) for the recordation of the names and addresses of the Lenders and the
Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error, and Holdings, the
Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded
in the Register as the owner of the Loans and any Notes evidencing such Loans recorded therein for
all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note,
shall be effective only upon appropriate entries with respect thereto being made in the Register
(and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan
evidenced by a Note shall be registered on the Register only upon surrender for registration of
assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment
and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be
issued to the designated Assignee, and the old Notes shall be returned by the Administrative Agent
to the Borrowers marked “canceled”. The Register shall be available for inspection by Holdings,
the Borrowers or any Lender (with respect to any entry relating to such Lender’s Loans) at any
reasonable time and from time to time upon reasonable prior notice. Within ten (10) Business Days
after Holdings’ or Wachovia Bank, National Association’s (provided that, Wachovia Bank,
National Association is then a Lender) written request from time to time, Administrative Agent
shall furnish to Holdings or Wachovia Bank, National Association, as the case may be, a list of the
Lenders as maintained in the Register.





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          (e) Upon its receipt of an Assignment and Acceptance executed by an Assignor and an Assignee
(and, in any case where the consent of any other Person is required by Section 10.6(c), by each
such other Person) together with payment to the Administrative Agent of the Assignment Fee, the
Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the
effective date determined pursuant thereto record the information contained therein in the Register
and give notice of such acceptance and recordation to Holdings and the other Borrowers. On or
prior to such effective date, the Borrowers, at their own expense, upon request, shall execute and
deliver to the Administrative Agent (in exchange for the Revolving Credit Note or applicable
Tranche A-1 Term Notes, as the case may be, of the assigning Lender) a new Revolving Credit Note or
Tranche A-1 Term Note, as the case may be, to the order of such Assignee in an amount equal to the
Revolving Credit Commitment or Tranche A-1 Term Loans, as the case may be, assumed or acquired by
it pursuant to such Assignment and Acceptance and, if the Assignor has retained a Revolving Credit
Commitment or Tranche A-1 Term Loans, as the case may be, upon request, a new Revolving Credit Note
or Tranche A-1 Term Notes, as the case may be, to the order of the Assignor in an amount equal to
the Revolving Credit Commitment or applicable Tranche A-1 Term Loans, as the case may be, retained
by it hereunder. Such new Note or Notes shall be dated as of the Closing Date and shall otherwise
be in the form of the Note or Notes replaced thereby.




          (f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of
this Section concerning assignments of Loans and Notes relate only to absolute assignments and that
such provisions do not prohibit, or require the consent of any other party hereto with respect to,
assignments creating security interests in Loans and Notes, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with
applicable law.




          (g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such
in writing from time to time by the Granting Lender to the Administrative Agent, Holdings and the
other Borrowers, the option to provide to the Borrowers all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan
and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part
of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting Lender). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other indebtedness of any SPC, it will not
institute against, or join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United
States or any state thereof. In addition, notwithstanding anything to the contrary in this Section
10.6(g), any SPC may (A) with notice to, but without the prior written consent of, Holdings, the
Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Lender, or with the prior written
consent of Holdings and the Administrative Agent (which consent shall not be unreasonably withheld)
to any financial institutions providing liquidity or credit support to or for the account of such
SPC to support the funding or maintenance of Loans, and (B) disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement to such SPC; provided
that non-public information with respect to the Borrowers may be disclosed only with the




82









 







consent of Holdings which will not be unreasonably withheld. This paragraph (g) may not be amended without
the written consent of any SPC with Loans outstanding at the time of such proposed amendment.




          10.7 Adjustments; Set-off. (a) Except to the extent that this Agreement provides for
payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if
any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of
the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section
8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall
purchase for cash from the other Lenders a participating interest in such portion of each such
other Lender’s Obligations, or shall provide such other Lenders with the benefits of any such
collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter recovered from such
Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.




          (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall
have the right, without prior notice to Holdings or the other Borrowers, any such notice being
expressly waived by Holdings and the other Borrowers to the extent permitted by applicable law,
upon any amount becoming due and payable by Holdings or the other Borrowers hereunder (whether at
the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against
such amount any and all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such
Lender or any branch or agency thereof to or for the credit or the account of Holdings or the other
Borrowers, as the case may be. Each Lender agrees promptly to notify the Borrowers and the
Administrative Agent after any such setoff and application made by such Lender, provided
that the failure to give such notice shall not affect the validity of such setoff and application.




          10.8 Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement 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
of this Agreement or of a Lender Addendum by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrowers and the Administrative Agent.




          10.9 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




          10.10 Integration. This Agreement and the other Loan Documents represent the entire
agreement of Holdings, the Borrowers, the Administrative Agent, the Arrangers and the Lenders with
respect to the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by any Arranger, any Agent or any Lender relative to subject matter
hereof not expressly set forth or referred to herein or in the other Loan Documents.




          10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT SHALL BE CONSTRUED




83









 







AND INTERPRETED IN ACCORDANCE WITH, AND ALL MATTERS ARISING
OUT OF OR RELATION IN ANY WAY WHATSOEVER TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE)
SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.




          10.12 Submission To Jurisdiction; Waivers. Each of Holdings and each Borrower hereby
irrevocably and unconditionally:





     (a) submits for itself and its Property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts from any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




     (c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to Holdings or the other Borrowers, as the case may be, at its
address set forth in Section 10.2 or at such other address of which the Administrative Agent
shall have been notified pursuant thereto;




     (d) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and




     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.



          10.13 Acknowledgments. Each of Holdings and each Borrower hereby acknowledges that:





     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;




     (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with
or duty to Holdings or any other Borrower arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the
Administrative Agent and the Lenders, on one hand, and Holdings and the other Borrowers, on
the other hand, in connection herewith or therewith is solely that of debtor and creditor;
and




     (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Administrative Agent and
the Lenders or among Holdings, the Borrowers and the Lenders.



          10.14 Confidentiality. Each of the Administrative Agent, the other Agents and the
Lenders agrees to keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as confidential; provided
that nothing herein shall




84









 







prevent the Administrative Agent or any Lender from disclosing any such
information (a) to any Arranger, the Administrative Agent, any other Lender or any affiliate of any
thereof, (b) to any Participant or Assignee (each, a “Transferee”) or prospective
Transferee that agrees to comply with the provisions of this Section or substantially equivalent
provisions, (c) to any of its and its affiliates’ employees, directors, agents, attorneys,
accountants, auditors, trustees and other professional advisors, (d) to any pledgee referred to in
Section 10.6(f) that, other than in the case of any Federal Reserve Bank, agrees to comply with the
provisions of this Section or substantially equivalent provisions or to any financial institution
that is a direct or indirect contractual counterparty in swap agreements or such contractual
counterparty’s professional advisor (so long as such contractual counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (e)
upon the request or demand of any Governmental Authority having jurisdiction over it, (f) in
response to any order of any court or other Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, (g) in connection with any litigation or similar proceeding,
(h) that has been publicly disclosed other than in breach of this Section, (i) to the National
Association of Insurance Commissioners or any similar organization, any nationally recognized
rating agency that requires access to information about a Lender’s investment portfolio in
connection with ratings issued with respect to such Lender or the National Association of
Securities Dealers or any similar self-regulatory body or (j) in connection with the exercise of
any remedy hereunder or under any other Loan Document.




          10.15 Release of Collateral and Guarantee Obligations. 





     (a) Notwithstanding anything to the contrary contained herein or in any other Loan
Document, upon request of Holdings in connection with any Disposition of Property permitted
by the Loan Documents, the Administrative Agent shall (without notice to, or vote or consent
of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge
Agreement) take such actions, at the sole cost and expense of the Borrowers, as shall be
required to release its security interest in any Collateral being Disposed of in such
Disposition, and to release any guarantee obligations under any Loan Document of any Person
being Disposed of in such Disposition, to the extent necessary to permit consummation of
such Disposition in accordance with the Loan Documents.




     (b) Notwithstanding anything to the contrary contained herein or any other Loan
Document, when all Obligations (other than obligations in respect of any Specified Hedge
Agreement) have been paid in full, all Commitments have terminated or expired and no Letter
of Credit shall be outstanding, upon request of Holdings, the Administrative Agent shall
(without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that
is a party to any Specified Hedge Agreement) take such actions, at the sole cost and expense
of the Borrowers, as shall be required to release its security interest in all Collateral,
and to release all guarantee obligations under any Loan Document, whether or not on the date
of such release there may be outstanding Obligations in respect of Specified Hedge
Agreements. Any such release of guarantee obligations shall be deemed subject to the
provision that such guarantee obligations shall be automatically reinstated if after such
release any portion of any payment in respect of the Obligations guaranteed thereby shall be
rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, any Borrower or any Guarantor or any substantial part of its property, or
otherwise, all as though such payment had not been made.



          10.16 Accounting Changes. In the event that any “Accounting Change” (as defined
below) shall occur and such change results in a change in the method of calculation of financial
covenants, standards or terms in this Agreement, then Holdings and the Administrative Agent agree
to




85









 







enter into negotiations in order to amend such provisions of this Agreement so as to equitably
reflect such Accounting Change with the desired result that the criteria for evaluating the
financial condition of Holdings shall be the same after such Accounting Change as if such
Accounting Change had not been made. Until such time as such an amendment shall have been executed
and delivered by Holdings, the Borrowers, the Administrative Agent and the Required Lenders, all
financial covenants, standards and terms in this Agreement shall
continue to be calculated or construed as if such Accounting Change had not occurred.
“Accounting Change” refers to any change in accounting principles required by the promulgation of
any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants or, if applicable, the SEC.




          10.17 Delivery of Lender Addenda. Each initial Lender shall become a party to this
Agreement by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender.




          10.18 WAIVERS OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR TO ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.




[The remainder of this page is intentionally left blank.]




86









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	GENERAL GROWTH PROPERTIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bernard Freibaum	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Bernard Freibaum

Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GGP LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	General Growth Properties, Inc.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bernard Freibaum	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Bernard Freibaum

Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GGPLP L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GGP Limited Partnership,

its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	General Growth Properties, Inc.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bernard Freibaum	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Bernard Freibaum

Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	EUROHYPO AG, NEW YORK BRANCH,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alfred Koch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alfred Koch	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony L. Merolla	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Anthony L. Merolla

Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANC OF AMERICA SECURITIES LLC,

as Arranger	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juliana M. Matson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Juliana M. Matson	 	 
	 

	 	 	 	Title: Principal	 	 






 









 






	 	 	 	 	 	 	 
	 	 	WACHOVIA CAPITAL MARKETS, LLC,

as Arranger	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David M. Blackman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David M. Blackman	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	EUROHYPO AG, NEW YORK BRANCH,

as Arranger	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alfred Koch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alfred Koch	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony L. Merolla	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Anthony L. Merolla

Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael W. Edwards	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael W. Edwards

Title: Senior Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David M. Blackman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David M. Blackman	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	COMMERZBANK AG,

as Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Berry	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Christian Berry

Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James Brett	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James Brett	 	 
	 

	 	 	 	Title: Assistant Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER, INC.,

as Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig Malloy	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Craig Malloy	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






 









 






CONSENT AND AGREEMENT OF THE GUARANTORS




     The undersigned, being Grantors under the Guarantee and Pledge Agreement described in the
foregoing Second Amended and Restated Credit Agreement, hereby consent to the entry into the
foregoing Second Amended and Restated Credit Agreement, and agree as follows:



     1.      The Guarantee and Pledge Agreement is and shall remain in full force and effect.



     2.      All references in the Guarantee and Pledge Agreement to the “Credit Agreement” shall mean
and refer to the foregoing Second Amended and Restated Credit Agreement.



     3.      All references in the Guarantee and Pledge Agreement to the “Borrower Obligations”,
“Company Obligations”, “Credit Obligations”, “Holdings Obligations”, “Partnership Obligations” or
other similar terms referring to the indebtedness or obligations of the Borrowers or the Guarantors
shall apply to all obligations of the applicable party or parties in relation to the foregoing
Second Amended and Restated Credit Agreement and the other Loan Documents, which obligations are
intended to be secured by the Guarantee and Pledge Agreement.



     4.      Each Guarantor agrees that the amendment and restatement of the Existing Credit Agreement
by the foregoing Second Amended and Restated Credit Agreement shall not impair the obligations,
liens or security interests created by the Guarantee and Pledge Agreement, which obligations, liens
and security interests shall remain in full force and effect and are ratified and confirmed hereby.



	 	 	 	 	 
	 	 	GENERAL GROWTH PROPERTIES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bernard Freibaum
	 

	 	 	 	 
	 

	 	 	 	Name: Bernard Freibaum

Title: Executive Vice President
	 
	 	 	 	 
	 	 	GGP LIMITED PARTNERSHIP
	 
	 	 	 	 
	 

	 	By:
	 	General Growth Properties, Inc.,
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bernard Freibaum
	 

	 	 	 	 
	 

	 	 	 	Name: Bernard Freibaum

Title: Executive Vice President
	 
	 	 	 	 
	 	 	ROUSE LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bernard Freibaum
	 

	 	 	 	 
	 

	 	 	 	Name: Bernard Freibaum

Title: Executive Vice President