Q4-12.31.2014 - EX 10.10








EXHBIT 10.10




AMENDMENT REGARDING INCREASE
  This Amendment to the Secured Credit Agreement (the “Agreement”) is made as of March 3, 2014, by and among ROUSE PROPERTIES, L.P. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.
R E C I T A L S
A.    Borrower, Administrative Agent and certain other Lenders have entered into a Secured Credit Agreement dated as of November 22, 2013 (as amended, the “Credit Agreement”).  All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.
B.    Pursuant to the terms of the Credit Agreement, the Lenders initially agreed to provide the Borrower with a revolving credit facility in an aggregate principal amount of up to $250,000,000 and a term credit facility in an aggregate principal amount of $260,000,000.  The Borrower and the Administrative Agent on behalf of the Lenders now desire to amend the Credit Agreement in order to, among other things (i) increase the Aggregate Commitment to $545,000,000.00; (ii) increase the Aggregate Line Commitment to $285,000,000.00; and (iii) admit Credit Agricole Corporate And Investment Bank as a “Lender” under the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS
1.    The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.
2.    From and after March 3, 2014 (the “Effective Date”) (i) Credit Agricole Corporate and Investment Bank shall be considered as a “Lender” under the Credit Agreement and the Loan Documents, and (ii) Barclays Bank Plc and Royal Bank of Canada shall each be deemed to have increased its respective Commitment to the amount shown next to their respective signatures on the signature pages of this Amendment, each having a Commitment in the amount shown next to their respective signatures on the signature pages of this Amendment.  The Borrower shall, on or before the Effective Date, execute and deliver to each new Lender a Note to evidence the Loans to be made by such Lender.
3.    From and after the Effective Date, the Aggregate Commitment shall equal Five Hundred Forty-Five Million Dollars ($545,000,000).
4.    From and after the Effective Date, the Aggregate Revolving Commitment shall equal Two Hundred Eighty-Five Million Dollars ($285,000,000).
5.    From and after the Effective Date, Schedule 1.1 of the Credit Agreement shall refer to Schedule 1.1 attached hereto and incorporated herein.
6.    For purposes of Section 14.1 of the Credit Agreement (Giving Notice), the address(es) and facsimile number(s) for Credit Agricole Corporate and Investment Bank shall be as specified below their respective signature(s) on the signature pages of this Amendment.









7.    The Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Event of Default, the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of such date.
8.    As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.
9.    This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.




[Remainder of Page Left Intentionally Blank.]















































IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.
ROUSE PROPERTIES, L.P., a Delaware limited partnership
		
	By:
	Rouse GP, LLC, a Delaware limited liability company, its General Partner


By:              /s/ John A. Wain    
Name:    John A. Wain
Title:    Chief Financial Officer 
Address:
Rouse Properties, Inc. 
c/o Rouse Properties, L.P.
1114 Avenue of The Americas, Suite 2800
New York, NY 10036
Attn: General Counsel















KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
By:              /s/ Joshua K. Mayers                 Name:    Joshua K. Mayers                        
Title:    Vice President                         


Address:
127 Public Square, 8th Floor
Cleveland, OH  44114
Attention:  Joshua Mayers













	
		
	Facsimile: (216) 689-4997Revolving Commitment: $25,000,000.00
Term Commitment:  $25,000,000.00
Total Commitment:  $50,000,000.00
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:          /s/ Adam Jenner   
Name: Adam Jenner
Title: Vice President


By:          /s/ William Knicerbocker    
Name: William Knickerbocker
Title: Director








Address:
Credit Agricole CIB
1301 Ave of Americas, 18th Floor
New York, NY  10019
Attention: William Knickerbocker



















	
		
	Revolving Commitment: $39,300,000.00
Term Commitment:  $23,200,000.00
Total Commitment:  $62,500,000.00
	BARCLAYS BANK PLC 


By:          /s/Noam Azachi
Name:Noam Azachi
Title:Vice President


Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Attention: Mathew Cybul 


Barclays
70 Hudson Street
Jersey City, NJ 07302
Attention: US Loan Operations

















	
		
	Revolving Commitment: $39,300,000.00
Term Commitment:  $23,200,000.00
Total Commitment:  $62,500,000.00
	ROYAL BANK OF CANADA
By:          /s/ Brian Gross
Name:  Brian Gross
Title: Authorized Signatory


Royal Bank of Canada
200 Vesey Street
New York, NY 10281-8098
Attention:  Brian Gross


Royal Bank of Canada
Loans Administration
20 King St W - 4th Fl
South Tower, 12th Fl
Toronto, ON M5H 1C4
Attention: Mhara Eugenio































SCHEDULE 1.1
LENDERS AND COMMITMENTS
	
							
	Name and Address
	Revolving Credit Commitment
	Revolving Credit Commitment Percentage
	

Term Loan Commitment
	Term Loan Commitment Percentage
	Total Allocation
	Total Allocation Aggregate Commitment Percentage

	KeyBank National Association
127 Public Square, 8th Floor
Cleveland, OH  44114
Attention:  Joshua Mayers
Telephone: (216) 689-0213
Facsimile: (216) 689-4997
	$39,200,000.00
	13.75439%
	$40,800,000.00
	15.69230%
	$80,000,000.00
	14.67890%

	LIBOR Lending Office
Same as Above
	 
	 
	 
	 
	 
	 

	Bank of America, N.A.
135 S. LaSalle Street
IL4-135-06-11
Chicago, IL 60603
Attention: Asad A. Rafiq
Telephone: (312) 828-4116
Facsimile: (312) 992-9767
	$39,200,000.00
	13.75439%
	$40,800,000.00
	15.69230%
	$80,000,000.00
	14.67890%

	LIBOR Lending Office Same as Above 
	 
	 
	 
	 
	 
	 













	
							
	Royal Bank of Canada
200 Vesey Street
New York, NY 10281-8098
Attention:  Brian Gross
Telephone: (212) 266-4047
Facsimile:  (212) 428-6459
Royal Bank of Canada
Loans Administration
20 King St W - 4th Fl
South Tower, 12th Fl
Toronto, ON M5H 1C4
Attention: Mhara Eugenio
Telephone: (416) 974-0388
Facsimile (212) 428-2372
	$39,300,000.00
	13.78947%
	$23,200,000.00
	8.92308%
	$62,500,000.00
	11.46790%

	LIBOR Lending Office
Same as Above
	 
	 
	 
	 
	 
	 

	Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Attention: Mathew Cybul 
Telephone:  (212) 526-5851
Facsimile:  (212) 526-5115
Barclays
70 Hudson Street
Jersey City, NJ 07302
Attention: US Loan Operations
Telephone:  (201) 499-0040
Facsimile:  (972) 535-5728
	$39,300,000.00
	13.78947%
	$23,200,000.00
	8.92308%
	$62,500,000.00
	11.46790%

	LIBOR Lending Office
Same as Above
	 
	 
	 
	 
	 
	 













	
							
	U.S. Bank National Association
209 S. LaSalle Street
Suite 210
Chicago, IL 60604
Attention: Dennis J. Redpath
Telephone: (312) 325-8875
Facsimile: (312) 325-8852
	$23,200,000.00
	8.14035%
	$46,800,000.00
	18.00000%
	$70,000,000.00
	12.84404%

	LIBOR Lending Office
Same as Above
	 
	 
	 
	 
	 
	 

	Fifth Third Bank
222 S Riverside Plaza
MD: GRVR3B
Chicago, IL  60606
Attention:  Casey Gehrig
Telephone (312) 704-6206
Facsimile: (312) 704-7364
	$16,600,000.00
	5.82456%
	$33,400,000.00
	12.84615%
	$50,000,000.00
	9.17431%

	LIBOR Lending Office
Same as Above
	 
	 
	 
	 
	 
	 

	Credit Suisse AG, Cayman Islands Branch
Eleven Madison Avenue
New York, NY  10010
Attention: William O'Daly
Telephone: (212) 325-1986
Facsimile: (212) 743-2254
	$50,000,000.00
	17.54386%
	$0.00
	0.00000%
	$50,000,000.00
	9.17431%

	LIBOR Lending Office
Same as Above
	 
	 
	 
	 
	 
	 

	RBS Citizens, N.A.
340 Madison Avenue, 
22nd Floor
New York, NY 10173
Attention: Jonathan Hirshey
Telephone: (203) 897-4019
	$13,200,000.00
	4.63158%
	26,800,000.00
	10.30769%
	$40,000,000.00
	7.33945%

	LIBOR Lending Office
Same as Above
	 
	 
	 
	 
	 
	 













	
							
	Credit Agricole CIB
1301 Ave of Americas, 18th Floor
New York, NY  10019
Attention: William Knickerbocker
Telephone:  (212) 261-3564
	$25,000,000.00
	8.77193%
	$25,000,000.00
	9.61538%
	$50,000,000.00
	9.17431%

	LIBOR Lending Office
Same as Above
	 
	 
	 
	 
	 
	 

	TOTAL
	$285,000,000
	100.00%
	$260,000,000.00
	100.00%
	$545,000,000.00
	100.00%