EX-10.(FF) 19 dex10ff.txt 9/1/00 JOINDER TO REVOLVING CREDIT AGREEMENT Exhibit 10(ff) JOINDER TO REVOLVING CREDIT AGREEMENT This JOINDER TO REVOLVING CREDIT AGREEMENT ("Joinder Agreement") is made and entered into as of this 1st day of September, 2000 by BAYERISCHE HYPO- UND VEREINSBANK, NEW YORK BRANCH (the "Joining Lender") for the benefit of the Borrower, the Co-Arrangers and the Lenders under that certain Revolving Credit Agreement dated as of July 31, 2000 (the "Credit Agreement") among GGP Limited Partnership, GGPLP L.L.C., Bank of America, N.A., U.S. Bank National Association, Dresdner Bank AG, New York and Grand Cayman Branches, and the institutions from time to time parties thereto as Lenders. Capitalized terms used and not otherwise defined in this Joinder Agreement shall have the respective meanings ascribed to them in the Credit Agreement. Pursuant to Section 3.2 of the Credit Agreement, the Joining Lender hereby joins in and becomes a party to the Credit Agreement and the other Loan Documents, and assumes all of the obligations of a Lender thereunder, all upon and subject to the terms and conditions set forth in the said Section 3.2, and with the effect as provided therein. In witness of the foregoing, the Joining Lender has executed and delivered this Joinder Agreement to the Borrower, the Co-Arrangers and the Lenders as of the day and year first set forth above. JOINING LENDER: BAYERISCHE HYPO- UND -------------- VEREINSBANK, NEW YORK BRANCH By: ____________________________ Name: __________________________ Title: _________________________ Revolving Credit Commitment: $25,000,000 Notice Address, Domestic Lending -------------------------------- Office and Eurodollar Lending Office: ------------------------------------- Bayerische Hypo- und Vereinsbank 150 East 42/nd/ Street New York, NY 10017 Attention: Christine Elcik Telephone: (212) 672-5740 Facsimile: (212) 672-5527 CONSENT TO JOINDER AND ACKNOWLEDGEMENT Pursuant to and as required by Section 3.1 of the Credit Agreement, the Co-Arrangers and the Borrower hereby consent to the joinder of the Joining Lender pursuant to the foregoing Joinder Agreement, and to the increase in the Maximum Aggregate Commitment Amount resulting therefrom, which Maximum Aggregate Commitment Amount, after giving effect to the foregoing Joinder Agreement, is acknowledged to be $160,000,000. BORROWER: GGPLP L.L.C., a Delaware limited liability -------- company By: GGP LIMITED PARTNERSHIP, a Delaware limited partnership, its sole managing member By: GENERAL GROWTH PROPERTIES, INC., a Delaware corporation, its sole general partner By: ____________________________ Name: Bernard Freibaum Title: Executive Vice President GGP LIMITED PARTNERSHIP, a Delaware limited partnership By: GENERAL GROWTH PROPERTIES, INC., a Delaware corporation, its sole general partner By: ________________________________ Name: Bernard Freibaum Title: Executive Vice President 2 SYNDICATION AGENT AND LENDER: U.S. BANK NATIONAL ASSOCIATION, ---------------------------- a national banking association By: ___________________________________ Name: _________________________________ Title:_________________________________ ADMINISTRATIVE AGENT AND LENDER: BANK OF AMERICA, N.A., a national ------------------------------- banking association By: ___________________________________ Name: _________________________________ Title: ________________________________ DOCUMENTATION AGENT and LENDER: DRESDNER BANK AG, NEW YORK AND ------------------------------ GRAND CAYMAN BRANCHES By: ___________________________________ Name: _________________________________ Title: ________________________________ By: _________________________________ Name: _________________________________ Title: ________________________________ 3