GGP 12.31.14 10K Exhibit 10.37
















FIRST AMENDMENT 


TO  


LOAN AGREEMENT


among


GENERAL GROWTH PROPERTIES, INC., 
as Borrower,


and


THE LENDERS PARTY HERETO, 
as Lenders,


and
 
THE GUARANTORS PARTY HERETO, 
as Guarantors,
and 

U.S. BANK NATIONAL ASSOCIATION, 
as Administrative Agent.




Date:    As of July 23, 2013













NYDOCS03/971996    1






FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (as amended, modified or supplemented from time to time, this “Amendment”) is dated as of July 23, 2013 among GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (“Borrower”); each of the lenders listed on the signature pages hereof (“Lenders”); each of the guarantors listed on the signature pages hereof (each, a “Guarantor” and collectively, “Guarantors”); and U.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, Borrower, Guarantors, Lenders, Administrative Agent, and the other parties from time to time party thereto entered into a Loan Agreement dated as of April 26, 2013 (the “Loan Agreement”);
WHEREAS, the parties now desire to make certain amendments to the Loan Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
		
	1.
	Definitions.  Except as otherwise expressly provided for in this Amendment, capitalized terms used in this Amendment shall have the meanings assigned thereto in the Loan Agreement.


		
	2.
	Amendments to Loan Agreement.  


2.1    The definition of “Change of Control” in Section 1.1 of the Loan Agreement is hereby amended by inserting “or” between (ii) and (iii) in clause (a) thereof.
2.2    The definition of “Eligible Assignee” in Section 1.1 of the Loan Agreement is hereby amended by inserting “or the United States” after “located in the country in which it is organized” in clause (ii)(y) thereof.
2.3    The definition of “LIBOR Rate” in Section 1.1 of the Loan Agreement is hereby amended by replacing “such rate rounded up to the nearest one sixteenth percent” with the phrase “such rate rounded upwards, if necessary, to the nearest 1/1000 of 1%”.
2.4    Sections 2.6(4)(b), 2.6(5) and 2.6(6)(b) of the  Loan Agreement are each hereby amended by replacing the word “predicted”  with “predicated”.
2.5    Section 2.8(2)(c) of the  Loan Agreement is hereby amended by replacing the phrase “except as provided in Section 2.4(4)” with “except as provided in Section 2.9(4)”.
2.6    Section 2.9(4)(a) of the  Loan Agreement is hereby amended by replacing the phrase “would otherwise be applied to such Lender’s Loans” to “would otherwise be applied to such Lender’s LIBOR Loans”.
2.7    Section 4.1(2) of the  Loan Agreement is hereby amended by replacing the phrase “Upon and occurrence” with “Upon an occurrence”.

NYDOCS03/971996    2






		
	3.
	Representations and Warranties. Borrower and each Guarantor hereby represent and warrant that the representations and warranties of Borrower and each Guarantor contained in each of the Loan Documents (as amended or supplemented to date, including pursuant to this Amendment) are true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as such representations and warranties may have changed based upon events or activities not prohibited by the Loan Agreement on and as of the Effective Date (as defined below), before and after giving effect to this Amendment, as though made on and as of such date.  Borrower and each Guarantor further represent and warrant that the factual matters described herein are true and correct as of the date hereof.


		
	4.
	Effectiveness of Amendment.  This Amendment shall become effective as of the date first above written (the “Effective Date”) when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by Borrower, each Guarantor, Administrative Agent and the Lenders (or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment).


		
	5.
	Costs and Expenses.  Borrower agrees to pay within five (5) Business Days of receipt of written demand from Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and any instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 12.5 of the Loan Agreement.


		
	6.
	Certain Definitions.  On and after the Effective Date, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement, as amended by this Amendment.


		
	7.
	Ratification.  The Loan Agreement (as amended by this Amendment) and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents.


		
	8.
	Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.


		
	9.
	Guarantor Consent.  By its signature below, each Guarantor, as a Guarantor under the Repayment Guaranty dated as of April 26, 2013 in favor of Administrative Agent, for its benefit and for the benefit of the Lenders, hereby consents to this Amendment and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment, the Repayment Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.


		
	10.
	Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.



NYDOCS03/971996    3






		
	11.
	[Balance of page intentionally left blank]



NYDOCS03/971996    4






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunder duly authorized, as of the date first above written.


BORROWER:
GENERAL GROWTH PROPERTIES, INC., a Delaware corporation
		
	By:
	/s/ Marvin J. Levine     
Name: Marvin J. Levine, Esq. 
Title: Authorized Signatory


[Signatures continue on next page]

NYDOCS03/971996    S-1






GUARANTORS:
GGPLP REAL ESTATE HOLDING I, INC.


		
	By:
	/s/ Marvin J. Levine     
Authorized Signatory


GGP, INC.


		
	By:
	/s/ Marvin J. Levine     
Authorized Signatory


GGP REAL ESTATE HOLDING II, INC.


		
	By:
	/s/ Marvin J. Levine     
Authorized Signatory


GGP LIMITED PARTNERSHIP II


     By:  GGP, Inc., its general partner


              By:  /s/ Marvin J. Levine     
                Authorized Signatory




GGP LIMITED PARTNERSHIP


By:  GGP, Inc., its general partner


              By:  /s/ Marvin J. Levine     
                Authorized Signatory




GGPLP L.L.C.


     By:  GGP Limited Partnership, its managing              member
    
By:  GGP, Inc., its general partner


                   By:  /s/ Marvin J. Levine     
                 Authorized Signatory 



[Signatures continue on next page]

NYDOCS03/971996    S-2






GGPLP REAL ESTATE, INC.


By:    /s/ Marvin J. Levine     
               Authorized Signatory




GGPLPLLC 2010 LOAN PLEDGOR     HOLDING, LLC


By:    /s/ Marvin J. Levine     
        Authorized Signatory




GGPLP 2010 LOAN PLEDGOR HOLDING,     LLC


By:    /s/ Marvin J. Levine     
        Authorized Signatory






GGPLP REAL ESTATE 2010 LOAN     PLEDGOR HOLDING, LLC


By:    /s/ Marvin J. Levine     
        Authorized Signatory




GGPLPLLC 2010 LOAN PLEDGEE, LLC


By:    /s/ Marvin J. Levine     
        Authorized Signatory




GGPLP 2010 LOAN PLEDGEE, LLC


By:    /s/ Marvin J. Levine     
        Authorized Signatory




GGPLP REAL ESTATE 2010 LOAN     PLEDGEE, LLC


By:    /s/ Marvin J. Levine     
        Authorized Signatory




[Signatures continue on next page]

NYDOCS03/971996    S-3








ADMINISTRATIVE AGENT:
U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent
		
	By:
	/s/ Dennis Redpath     
Name: Dennis Redpath 
Title:  Senior Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-4






LENDER:
U.S. BANK NATIONAL ASSOCIATION
		
	By:
	/s/ Dennis Redpath     
Name:  Dennis Redpath 
Title:  Senior Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-5






LENDER:
ROYAL BANK OF CANADA
		
	By:
	/s/ Dan LePage     
Name:  Dan LePage  
Title:  Authorized Signatory


 [Signatures continue on next page]

NYDOCS03/971996    S-6






LENDER:
WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:
	/s/ Winita V. Lau     
Name:  Winita V. Lau 
Title:  Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-7






LENDER:
BANK OF AMERICA, N.A.
		
	By:
	/Cheryl Sneor     
Name:  Cheryl Sneor 
Title:  Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-8






LENDER:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:
	/s/ Richard Pulido     
Name:  Richard Pulido 
Title:  Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-9






LENDER:
AAREAL CAPITAL CORPORATION
		
	By:
	/s/ Alan L. Griffin     
Name:  Alan L. Griffin 
Title:  General Counsel


		
	By:
	/s/ David Goldman     
Name:  David Goldman 
Title:  Executive Director


[Signatures continue on next page]

NYDOCS03/971996    S-10






LENDER:
MORGAN STANLEY BANK, N.A.
		
	By:
	/s/ Kristin Sansone     
Name:  Kristin Sansone 
Title:  Authorized Signatory


[Signatures continue on next page]

NYDOCS03/971996    S-11






LENDER:
UNION BANK, N.A.
		
	By:
	/s/ Gregory A. Conner     
Name:  Gregory A. Conner 
Title:  Assistant Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-12






LENDER:
PNC BANK, NATIONAL ASSOCIATION
		
	By:
	/s/ Joel Dalson     
Name:  Joel Dalson  
Title:  Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-13






LENDER:
THE BANK OF NOVA SCOTIA
		
	By:
	/s/ Frank Ottavino     
Name:  Frank Ottavino 
Title:  Director


[Signatures continue on next page]

NYDOCS03/971996    S-14






LENDER:
MANUFACTURERS AND TRADERS TRUST COMPANY
		
	By:
	/s/ Mark A. Cunningham     
Name: Mark A. Cunningham 
Title:  Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-15






LENDER:
RAYMOND JAMES BANK, N.A.
		
	By:
	/s/ Ted Long     
Name:  Ted Long  
Title:  Assistant Vice President


[Signatures continue on next page]

NYDOCS03/971996    S-16






LENDER:
CIT FINANCE LLC
		
	By:
	/s/ John Monaghan     
Name:  John Monaghan 
Title:  Director


[Signatures continue on next page]

NYDOCS03/971996    S-17






LENDER:
THE BANK OF NEW YORK MELLON
		
	By:
	/s/ Carol Murray     
Name:  Carol Murray 
Title:  Managing Director


[Signatures continue on next page]

NYDOCS03/971996    S-18






LENDER:
COMPASS BANK
		
	By:
	/s/ Brian Tuerff     
Name:  Brian Tuerff 
Title:  Senior Vice President


[Signatures end]



NYDOCS03/971996    S-19