ddr-ex44_230.htm





Exhibit 4.4

THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

Dated as of March 14, 2018

Between

EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO,
individually and/or collectively, as the context may require, as Borrower

and

RVI CMA HOLDER LLC, as additional obligor

and 

COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION,

collectively, as Lender

 

 

 



 



 

THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS


THIS THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of March 14, 2018 (this “Amendment”), is by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“CF”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“JPM”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (“Wells”; and together with CF and JPM and their respective successors and/or assigns, collectively “Lender”), EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Borrower”) and RVI CMA HOLDER LLC, a Delaware limited liability company having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (“Additional Obligor”).  All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, Lender has made a loan in the original principal amount of One Billion Three Hundred Fifty Million Dollars ($1,350,000,000) (the “Loan”) to Borrower pursuant to that certain Loan Agreement, dated as of February 14, 2018 (the “Original Loan Agreement”), as amended by that certain First Amendment to Loan Agreement, dated as of February 27, 2018 (the “First Amendment to Loan Agreement”) by and among Borrower, Lender and Additional Obligor, and as further amended by that certain Second Amendment to Loan Agreement, dated as of March 6, 2018 (the “Second Amendment to Loan Agreement”), by and among Borrower, Lender and Additional Obligor, which Loan is evidenced by the Original Loan Agreement, the First Amendment to Loan Agreement, the Second Amendment to Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement); and

WHEREAS, Borrower, Lender and Additional Obligor now desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by the First Amendment to Loan Agreement, the Second Amendment to Loan Agreement and this Amendment, and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and certain other Loan Documents, each as more specifically set forth herein.

NOW, THEREFORE, in consideration of the agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows.

 



 

A G R E E M E N T:

Section I.Modification to Original Loan Agreement.   

(i)Section 1.1 of the Original Loan Agreement is hereby amended to delete the definition of “LIBOR Spread” in its entirety and add in the appropriate alphabetical order the following definition of “LIBOR Spread”:

““LIBOR Spread” shall mean, with respect to each Component of the Loan, as the same may be reallocated pursuant to Section 11.1(b) hereof:


	
(a)
	
Component A, 1.107000000%;





	
(b)
	
Component B, 1.757000000%;





	
(c)
	
Component C, 2.057000000%;





	
(d)
	
Component D, 5.373735028%;





	
(e)
	
Component E, 4.507000000%;





	
(f)
	
Component F, 6.007000000%; 





	
(g)
	
Component G, 7.507000000%; and





	
(h)
	
Component HRR, 9.507000000%;




the LIBOR Spread shall be increased by (x) 25 basis points (0.25%) from and after the first day of the first Extension Option and (y) an additional 25 basis points (0.25%) from and after the first day of the second Extension Option in accordance with Section 2.9(g), without duplication of any increase with respect to the Alternate Rate Spread or the Prime Rate Spread in accordance with Section 2.9(g).”

(ii)Section 2.11 of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof: 

“Section 2.11.  Components of the Loan.  For the purposes of computing interest payable from time to time on the principal amount of the Loan and certain other computations set forth herein, the principal balance of the Loan shall be divided into Components A through HRR.  The principal amount of the Components shall be as follows:


		
	
COMPONENT
	
PRINCIPAL AMOUNT

	
A
	
$524,000,000

	
B
	
$159,200,000

	
C
	
$137,900,000

	
D
	
$121,900,000

	
E

F
	
$165,500,000

$160,300,000




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COMPONENT
	
PRINCIPAL AMOUNT

	
   G
	
$13,400,000

	
HRR
	
$67,800,000




(iii)Section 4.12(a)(vi) of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof: 

“(vi)(A) prior to a Securitization, within three (3) Business Days of Lender’s request therefor, (B) during a Trigger Period, no later than fifteen (15) days after and as of the end of each calendar month, and (C) at all other times no later than forty-five (45) days after and as of the end of each calendar quarter, a calculation of the then current Debt Yield, together with such back-up information as Lender shall require.”

(iv)The Original Loan Agreement is hereby amended by deleting Schedule 8.6-A attached thereto and inserting in lieu thereof the schedule attached hereto identified as “Schedule 8.6-A”. 

 

Section II.Amendment to Other Loan Documents.  Each of the Loan Documents (other than the Loan Agreement) is hereby amended such that (i) each reference in any of the Loan Documents (other than the Loan Agreement) to the defined term “LIBOR Spread”, which defined term has been modified pursuant to this Amendment shall be deemed to be a reference to such defined term as so modified and (ii) each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Agreement. 

Section III.Reaffirmation of Guaranty. In connection with this Amendment, Sponsor hereby:

(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Guarantor under the Guaranty.

(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Guaranty.

(c)Acknowledges that the Guaranty and the obligations of Guarantor contained in the Guaranty are continuing and in full force and effect.

(d)Reaffirms the Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Guaranty is for the benefit of Lender.

Section IV.Reaffirmation of Pledgor Guaranty. In connection with this Amendment, Pledgor hereby:

(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Pledgor under the Pledgor Guaranty.

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(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Pledgor Guaranty.

(c)Acknowledges that the Pledgor Guaranty and the obligations of Pledgor contained in the Pledgor Guaranty are continuing and in full force and effect.

(d)Reaffirms the Pledgor Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Pledgor Guaranty is for the benefit of Lender.

Section V.Reaffirmation of Environmental Indemnity. In connection with this Amendment, each of Borrower and Guarantor hereby:

(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Borrower or Guarantor under the Environmental Indemnity.

(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Environmental Indemnity.

(c)Acknowledges that the Environmental Indemnity and the obligations of Borrower and Guarantor contained in the Environmental Indemnity are continuing and in full force and effect.

(d)Reaffirms the Environmental Indemnity and its obligations thereunder, and acknowledges that this reaffirmation of the Environmental Indemnity is for the benefit of Lender.

Section VI.No Waiver.  The execution, delivery and effectiveness of this Amendment shall not, except to the extent expressly provided herein, operate as a waiver of any right, power or remedy of any of Lender, Borrower or Additional Obligor 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 by any of the parties hereto.

Section VII.No Presumption Against Party Drafting Amendment.  Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared or drafted the same, it being agreed that all parties to this Amendment participated in the preparation hereof.

Section VIII.Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section IX.Ratification.  Borrower, Lender and Additional Obligor hereby ratify and confirm the Loan Agreement, as modified hereby.  Except as modified and amended by this Amendment, the Loan, the Loan Agreement and the other Loan Documents and the 

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respective obligations of Lender, Borrower and Additional Obligor thereunder shall be and remain unmodified and in full force and effect.

Section X.No Further Modification.  No further modification, amendment, extension, discharge, termination or waiver hereof shall be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.

Section XI.Governing Law.  This Amendment shall be construed and enforced in accordance with the laws of the State of New York (without regard to the principles of conflicts of laws).  If any provision hereof is not enforceable, the remaining provisions of this Amendment shall be enforced in accordance with their terms.

Section XII.Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Section XIII.References to Loan Agreement.  All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified herein.

Section XIV.Entire Agreement.  This Amendment constitutes the entire agreement between Borrower, Additional Obligor and Lender with respect to subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section XV.Incorporation of Recitals; Defined Terms.  The recitals hereto are hereby incorporated into this Amendment as if fully set forth herein.  All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

 

BORROWER:


	

	
 





	

	
       DDR TUCSON SPECTRUM I LLC




DDR TUCSON SPECTRUM II LLC

DDR TUCSON SPECTRUM III LLC

DDR MARINER SQUARE LLC

DDR MARINER SQUARE II LLC

GS II GREEN RIDGE LLC

DDR DOUGLASVILLE PAVILION LLC

RVT NEWNAN CROSSING LLC

RVT SILVER SPRING SQUARE LLC

RVT HENDERSONVILLE TN LLC

RVT HAMILTON COMMONS LLC

RVT WEST ALLIS CENTER LLC

BRE DDR RIVERDALE VILLAGE INNER RING LLC

BRE DDR RIVERDALE VILLAGE OUTER RING LLC

DDRA MAPLE GROVE CROSSING LLC

RVT BRANDON BOULEVARD SHOPPES LLC

RVT TEQUESTA SHOPPES LLC

RVT EAST LLOYD COMMONS LLC

RVT WRANGLEBORO CONSUMER SQUARE LLC

RVT NOBLE TOWN CENTER LLC 

RVT KYLE CROSSING LLC

RVT HOMESTEAD PAVILION LLC

RVT LAKE WALDEN SQUARE LLC

BRE DDR BROOKFIELD LLC

BRE DDR BROWN DEER MARKET LLC

BRE DDR BROWN DEER CENTER LLC

RVT PEACH STREET SQUARE i LLC

RVT ERIE MARKETPLACE LLC

RVT PAVILION AT SHOPPERS WORLD LLC

BRE DDR MARKETPLACE AT TOWNE CENTER LLC

BRE DDR HARBISON COURT LLC

DDR GRESHAM STATION LLC

GS II UPTOWN SOLON LLC

DDR WALKS AT HIGHWOOD PRESERVE I LLC

DDR SEABROOK LLC

BRE DDR MIDWAY MARKETPLACE LLC

BRE DDR GRANDVILLE MARKETPLACE LLC

DDR WILLOWBROOK PLAZA LLC

BRE DDR GREAT NORTHERN LLC

DDR MILLENIA PLAZA LLC

DDR I-DRIVE LLC

 



 

DDR PALM VALLEY PAVILIONS LLC

DDR CROSSROADS CENTER LLC

GS II BIG OAKS LLC

DDR GUAYAMA WM LLC, S.E.

DDR SENORIAL LLC, S.E. 

DDR RIO HONDO LLC, S.E.

DDR ATLANTICO LLC, S.E.

DDR FAJARDO LLC, S.E.

DDR NORTE LLC, S.E.

DDR ESCORIAL LLC, S.E.

DDR DEL SOL LLC, S.E.

DDR ISABELA LLC, S.E.

DDR CAYEY LLC, S.E.

DDR VEGA BAJA LLC, S.E. AND

DDR PALMA REAL LLC, S.E., 

each a Delaware limited liability company

 

 


	
 
	
By:  /s/ Matthew Ostrower
	





Name:  Matthew Ostrower

Title:    Chief Financial Officer

 

 

 

DDR/1ST CAROLINA CROSSINGS SOUTH LP, a Delaware limited partnership

 

By:  RVT CAROLINA CROSSINGS GP LLC, a 

Delaware limited liability company, its general partner

 

 


	
 
	
By:  /s/ Matthew Ostrower
	





Name:  Matthew Ostrower

Title:    Chief Financial Officer

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 

 



 

ADDITIONAL OBLIGOR:

RVI CMA HOLDER LLC, a Delaware limited liability company

 


	
 
	
By:  /s/ Matthew Ostrower
	





        Name: Matthew Ostrower

        Title:   Chief Financial Officer

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 

 



 

LENDER:

 

COLUMN FINANCIAL, INC., a Delaware corporation

 

 

By: /s/ David Tlusty

Name:  David Tlusty

Title:    Authorized Signatory

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 

 

 

 




 



 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

 

By: /s/ Simon B. Burce

 Name: Simon B. Burce

 Title: Vice President

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 




 



 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

By: /s/ Jeffrey L. Cirillo

Name: Jeffrey L. Cirillo

Title:   Managing Director

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 

 



 

The undersigned hereby acknowledges and consents to Sections III and V of this First Amendment to Loan Agreement and Other Loan Documents.

 

SPONSOR:

 

RETAIL VALUE INC., an Ohio corporation 

 

 

By: /s/ Matthew Ostrower

      Name: Matthew Ostrower

      Title: Chief Financial Officer

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 

 



 

The undersigned hereby acknowledges and consents to Section IV of this First Amendment to Loan Agreement and Other Loan Documents.

 

PLEDGOR:

 

RVT PR MEZZ BORROWER I LLC, a Delaware limited liability company 

 

 

By: /s/ Matthew Ostrower

      Name: Matthew Ostrower

      Title: Chief Financial Officer

 

 

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