AMENDMENT
TO SECURED REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO
SECURED REVOLVING CREDIT AGREEMENT (this “ Amendment
”) dated as of March 31, 2005, among THE TAUBMAN REALTY GROUP
LIMITED PARTNERSHIP, a limited partnership organized and existing
under the laws of the State of Delaware (“ Borrower
”), EUROHYPO AG, NEW YORK BRANCH, as administrative agent for
the Banks (in such capacity, together with its successors in such
capacity, “ Administrative Agent ”), and
EUROHYPO AG, NEW YORK BRANCH (in its individual capacity and not as
Administrative Agent, “ Eurohypo ”) and the
other lenders signatory hereto.
RECITALS
:
A. Borrower,
Administrative Agent and certain lending institutions entered into
that certain Secured Revolving Credit Agreement dated as of
October 13, 2004 (the “ Credit Agreement ”)
with Borrower. All initially capitalized terms used and not
otherwise defined in this Amendment shall have the meanings
respectively ascribed to them in the Credit Agreement.
B. Pursuant
to Section 12.02 of the Credit Agreement, this Amendment is
subject to the approval of the Required Banks. Borrower,
Administrative Agent and the Required Banks have agreed to amend
the Credit Agreement as set forth hereinbelow.
NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are
acknowledged hereby, the parties hereto agree as
follows:
|
1.
|
Amendments
. The Credit Agreement is amended as
follows:
|
(a) The
definition of “Capitalization Value” in Section
1.01 is amended and restated as follows:
“Capitalization
Value” means, at any time, the sum of (1) Combined EBITDA for
the twelve (12)-month period ending with the most recently ended
calendar quarter, capitalized at an annual rate equal to
7.50% , (2) Borrower’s beneficial share of
unrestricted Cash and Cash Equivalents (i. e., Cash and Cash
Equivalents that are not pledged or the use of which is not
restricted by the terms of any document or agreement) of Borrower
and its Consolidated Businesses and UJVs and (3) without
duplication, the cost basis of properties of Borrower under
development. For the purposes of this definition, in no event shall
(x) properties under development constitute in excess of 15% of
Capitalization Value or (y) leasing commissions payable by third
parties and/or management and development fees contribute to
greater than 5% of Capitalization Value.
[The only
change is as underlined]
(b)
Section 8.01(4) , Relationship of Combined EBITDA to
Total Outstanding Indebtedness , is deleted from the Credit
Agreement and the following inserted in its place:
(4)
Relationship of Combined EBITDA to Interest Expense . As of
the end of any calendar quarter, the ratio of (i) Combined EBITDA
to Interest Expense, each for the twelve (12) month period then
ended and taken as a whole, to be less than 1.80 to1.00;
|
(c)
|
The reference to “7.75%”
in Section 8.02(1) is amended to “7.50%”.
|
(d) The
foregoing amendments shall be effective with respect to reporting
and calculations for the calendar quarter ending March 31,
2005.
2.
Agreements of Borrower . The Borrower agr
