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Title: |
Building Loan Agreement |
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Entities: |
Comerica Bank; Commerzbank AG; Commerzbank AG, New York Branch; Dillard’s, Inc.; Fleet National Bank; PNC Bank, NA; Taubman Centers, Inc.; Taubman Company, LLC; Taubman Realty Group LP; Bank of New York; UBS AG |
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Date: |
2000 |
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Size: |
Preview shows 8KB of 303KB total |
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Price: |
$54 |
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ID: |
#258321 |
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BUILDING LOAN AGREEMENT
dated as of June 21, 2000
among
WILLOW BEND ASSOCIATES LIMITED PARTNERSHIP,
as Borrower,
PNC BANK, NATIONAL ASSOCIATION,
as Lender, Co-Lead Agent
and Lead Bookrunner
FLEET NATIONAL BANK,
as Lender, Co-Lead Agent, Joint Bookrunner
and Syndication Agent
COMMERZBANK AG, NEW YORK BRANCH,
as Lender, Managing Agent and Co-Documentation Agent
BAYERISCHE HYPO- UND VEREINSBANK AG,
NEW YORK BRANCH,
as Lender, Managing Agent and Co-Documentation Agent
and
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
LOCATION OF PREMISES:
Northwest corner of the Dallas North Tollway and
Park Boulevard in Plano, Collin County, Texas
{PAGE}
BUILDING LOAN AGREEMENT ("this Agreement") dated as of June 21st, 2000
by and among WILLOW BEND ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited
partnership ("Borrower"), PNC BANK, NATIONAL ASSOCIATION (in its individual
capacity and not as Administrative Agent, "PNC"), FLEET NATIONAL BANK ("Fleet"),
COMMERZBANK AG, NEW YORK BRANCH ("Commerzbank") and BAYERISCHE HYPO- UND
VEREINSBANK AG, NEW YORK BRANCH ("HypoVereinsbank"; PNC, Fleet, Commerzbank,
HypoVereinsbank and each other lender who may become a Lender pursuant to
Section 3.04, Section 7.20 or Section 9.13, each, a "Lender" and collectively,
"Lenders") and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for
Lenders (together with its successors in such capacity, "Administrative Agent").
Borrower desires that Lenders extend credit as provided herein, and
Lenders are prepared to extend such credit on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, Borrower, Administrative Agent and Lenders hereby agree as
follows:
Article I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Definitions. The following terms, as used herein, shall have
the following meanings:
"Additional Costs" -- Any costs, losses or expenses actually incurred by any
Lender which it determines are attributable to its making or
maintaining its Pro Rata Share of the Loan, or its obligation to make
any Loan advances, or any reduction in any amount receivable by any
Lender under the Loan or its Note.
Administrative Agent's Office" -- Administrative Agent's Office as set forth on
its signature page of this Agreement, or such other address in the
United States as Administrative Agent may designate by notice to
Borrower and Lenders.
"Affected Lender" -- Has the meaning specified in Section 3.04.
"Affiliate" --With respect to any Person (the "first Person"), any other Person
(i) which directly or indirectly controls, or is controlled by, or is
under common control with the first Person or (ii) 10% or more of the
beneficial interest in which is directly or indirectly owned or held by
the first Person. The term "control" means the possession, directly or
indirectly, of the power, alone, to direct or cause the direction of
the management and policies of a Person, whether through the ownership
of voting securities, by contract, or otherwise.
"Aggregate Change Order Amount" -- $3,000,000.
{PAGE}
"Anchors" -- Collectively, May (Lord & Taylor and Foley's), Neiman Marcus,
Dillard and Saks.
"Anchor Stores" -- Collectively, (i) the approximately 150,000-square foot
Neiman Marcus department store to be constructed and operated by Neiman
Marcus pursuant to the REA on a parcel of land owned by it which is
contiguous to portions of the Premises, (ii) the approximately
140,000-square foot Lord & Taylor department store to be constructed
and operated by May pursuant to the REA on a parcel of land owned by it
which is contiguous to portions of the Premises, (iii) the
approximately 240,000-square foot Foley's department store to be
constructed and operated by May pursuant to the REA on a parcel of land
owned by it which is contiguous to portions of the Premises, (iv) the
approximately 250,000-square foot Dillard department store, to be
constructed and operated by Mercantile pursuant to the REA on a parcel
of land to be owned by it which is contiguous to portions of the
Premises and (v) the approximately 120,000-square foot Saks Fifth
Avenue department store to be constructed and operated by Saks Texas
pursuant to the REA on a portion of the Premises ground leased by
Borrower to Saks.
"Applicable Lending Office" -- For each Lender and for the portions of the
outstanding principal balance under its Note bearing interest at the
Prime Based Rate or the LIBO Based Rate, as applicable, the lending
office of such Lender (or of an Affiliate of such Lender) designated as
such on the signature page hereof or in the applicable Assignment and
Assumption Agreement, or such other office of such Lender (or of an
Affiliate of such Lender) as such Lender may from time to time specify
to Administrative Agent and Borrower as the office by which the
portions of the outstanding principal balance under its Note bearing
interest at the Prime Based Rate or the LIBO Based Rate, as applicable,
are to be made and maintained.
"Applicable Margin" -- With respect to the Prime Based Rate, .35% per annum, and
with respect to the LIBO Based Rate, 1.85% per annum, as the same may
be reduced in accordance with Section 2.20.
"Assignee" -- Has the meaning specified in Section 9.13.
"Assignment and Assumption Agreement" -- An Assignment and Assumption Agreement,
substantially in the form of EXHIBIT E, pursuant to which a Lender
assigns and an Assignee assumes rights and obligations in accordance
with Section 9.13.
"Authorization Letter" -- A letter from Borrower to Administrative Agent in the
form of EXHIBIT H setting forth, among other things, the name of each
individual authorized to execute Requisitions hereunder on Borrower's
behalf.
"Borrower's Accountants" -- Deloitte & Touche, or such other accounting firm(s)
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