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Exhibit 4.20
FIRST AMENDMENT TO GUARANTY OF PAYMENT OF DEBT
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This FIRST AMENDMENT TO GUARANTY OF PAYMENT OF DEBT is made
and entered into as of this 20TH day of January, 1998 by and among FOREST CITY
ENTERPRISES, INC., an Ohio corporation ("Parent"), KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent (the "Agent"), NATIONAL CITY BANK, as Syndication Agent
(the "Syndication Agent" and, together with the Agent, the "Agents") and the
banks from time to time party thereto (the "Banks").
WITNESSETH;
WHEREAS, Forest City Rental Properties Corporation (the
"Borrower"), the Banks and the Agents previously entered into a certain Credit
Agreement dated as of December 10, 1997 (the "Credit Agreement"); and
WHEREAS, the Banks required, as a condition to entering into
the Credit Agreement, that Parent execute and deliver to the Agents and the
Banks a certain Guaranty of Payment of Debt dated December 10, 1997 (the
"Guaranty") and Parent agreed to and did execute and deliver the Guaranty to the
Agents and the Banks; and
WHEREAS, Borrower, Parent, the Banks, and the Agents desire to
make certain amendments to the Credit Agreement and, concurrently therewith, to
amend the Guaranty.
NOW, THEREFORE, it is mutually agreed as follows:
1. AMENDMENT TO SECTION 2 OF THE GUARANTY. Section 2 of the
Guaranty is hereby amended by deleting the second sentence therein and replacing
it with the following sentence:
The Agreement provides, on and subject to certain conditions
therein set forth, for Term Loans and Revolving Loans by the Banks to
the Borrower up to an aggregate maximum principal amount of Two Hundred
Twenty-Five Million Dollars ($225,000,000).
2. AMENDMENT TO SECTION 9.05(b)(iii) OF THE GUARANTY. Section
9.05(b)(iii) of the Guaranty shall be amended by deleting it in its entirety and
substituting therefor a new subsection (c) as follows:
(c) the Guarantor and/or the Subsidiary shall have received
notice, or have knowledge, of any actual, pending or threatened claim,
notice, litigation, citation, proceeding or demand relating to any
matter(s) described in subclauses (b)(i) and (b)(ii) of this Section
9.05.
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3. AMENDMENT TO SECTION 9.10(h) OF THE GUARANTY. Section
9.10(h) of the Guaranty shall be amended by adding the word "to" after the word
"not" in the eleventh line of such Section 9.10(h).
4. AMENDMENT TO SECTION 9.14(a) OF THE GUARANTY. Section
9.14(a) of the Guaranty shall be amended by deleting it in its entirety and
substituting therefor the following:
(a) The Guarantor will not permit the Cash Flow Coverage Ratio (i)
for any fiscal year to be less than 1.75:1.00 and (ii) subject to
subsection (i) hereof, for any four consecutive quarters to be less
than 1.50:1.00.
5. AMENDMENT TO SECTION 9.14(b) OF THE GUARANTY. Section
9.14(b) of the Guaranty shall be amended by deleting the last sentence contained
therein and substituting therefor the following sentence:
From and after such conversion, the Guarantor will not permit the
Cash Flow Coverage Ratio to be less than 1.25:1.00 for any four (4)
consecutive quarters.
6. DEFINITIONS. Terms used in this First Amendment to Guaranty
of Payment of Debt that are defined in the Guaranty or the Credit Agreement
shall have the respective meanings ascribed to them in the Guaranty or the
Credit Agreement, as the case may be.
7. REPRESENTATIONS AND WARRANTIES. Parent represents and
warrants to the Agents and each of the Banks that all of the representations and
warranties of the Parent set forth in Section 7 of the Guaranty are true and
correct on and as of the date hereof and that no Event of Default or Possible
Default exists on such date.
8. NO WAIVER. The acceptance, execution and/or delivery of
this First Amendment to Guaranty of Payment of Debt by the Agents and the Banks
shall not constitute a waiver or release of any obligation or liability of the
Parent under the Guaranty as in effect prior to the effectiveness of this First
Amendment to Guaranty of Payment of Debt or as amended hereby or waive or
release any Event of Default or Possible Default existing at any time.
9. CONDITIONS TO EFFECTIVENESS. The amendments to the Guaranty
herein provided for shall become effective upon receipt by the Agents and the
Banks of such opinions of counsel to the Borrower and the Parent, certified
copies of resolutions of the Boards of Directors of the Borrower and the Parent,
and such other documents as shall be required by the Agents, the Banks, or their
respective counsel to evidence and confirm the due authorization, execution and
delivery of this First Amendment to Guaranty of Payment of Debt.
10. CONFIRMATION OF GUARANTY. The Parent hereby confirms that
the Guaranty is in full force and effect on the date hereof and that, upon the
amendment herein
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provided becoming effective, the Guaranty will continue in full force and effect
in accordance with its terms, as hereby amended.
IN WITNESS WHEREOF, the parties hereto, each by an officer
thereunto duly authorized, have caused this First Amendment to Guaranty of
Payment of Debt to be executed and delivered as of the date first above written.
FOREST CITY ENTERPRISES, INC.
BY: /s/ Xxxxxx X. Xxxxx
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TITLE: Xxxxxx X. Xxxxx, Chief Financial
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Officer, Senior Vice President and
Secretary
KEYBANK NATIONAL ASSOCIATION,
Individually and as Administrative Agent
BY: /s/ KeyBank National Association
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TITLE: Vice President
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NATIONAL CITY BANK, Individually and as
Syndication Agent
BY: /s/ National City Bank
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TITLE: Senior Vice President
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THE HUNTINGTON NATIONAL BANK
BY: /s/ Xxxxx X. Xxxxx
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TITLE: Senior Vice President
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FIRST MERIT BANK
BY: /s/ First Merit Bank
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TITLE: Vice President
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COMERICA BANK
BY: /s/ Xxxxx X. Xxxxxxxx
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TITLE: Xxxxx X. Xxxxxxxx, Vice President
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CREDIT LYONNAIS
BY: /s/ Xxxxxxx X. Xxxxx, New York Branch
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TITLE: Vice President
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STAR BANK
BY: /s/ Star Bank
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TITLE: Vice President
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MANUFACTURERS AND TRADERS
TRUST COMPANY
BY: /s/ Manufacturers and Traders Trust Company
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TITLE:
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U.S. BANK NATIONAL ASSOCIATION
BY: /s/ U.S. Bank National Association
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TITLE: Assistant Vice President
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TERM NOTE
(U.S. Bank National Association)
$4,800,000.00 Cleveland, Ohio
January 20, 1998
FOR VALUE RECEIVED, the undersigned, FOREST CITY RENTAL PROPERTIES
CORPORATION, an Ohio corporation (the "Borrower"), hereby promises to pay to the
order of U.S. BANK NATIONAL ASSOCIATION (the "Holder"), in lawful money of the
United States of America, at the main office of KeyBank National Association,
Administrative Agent, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, the principal
sum of Four Million Eight Hundred Thousand and 00/100 DOLLARS ($4,800,000.00).
The unpaid principal balance outstanding on this Term Note (this "Note") from
time to time and interest thereon shall be determined by the ledgers and records
of the Holder as accurately maintained.
This Note is one of the Term Notes defined and referred to in, and is
entitled to the benefits of, a certain Credit Agreement dated as of December 10,
1997, among the Borrower, the banks named therein, KeyBank National Association,
as Administrative Agent and National City Bank, as Syndication Agent (said
Credit Agreement, as it may be from time to time amended, restated, or otherwise
modified, being herein called the "Credit Agreement"). Reference is made to the
Credit Agreement for a statement of the rights of the Holder and the duties and
obligations of the Borrower in relation thereto, but neither this reference to
the Credit Agreement nor any provision thereof shall affect or impair the
absolute and unconditional obligation of the Borrower to pay the principal of
and interest on this Note when due. Capitalized terms used in this Note but not
defined herein shall have the respective meanings ascribed to them in the Credit
Agreement.
The Borrower agrees to pay the principal of this Note in the amounts
and on the dates provided for in the Credit Agreement.
The Borrower also promises to pay interest on the unpaid principal
amount of this Note from time to time outstanding from the date of this Note
until payment in full thereof at the rates per annum determined in accordance
with provisions of the Credit Agreement. Interest shall be payable on each date
provided for in or determined in accordance with the provisions of the Credit
Agreement; provided, that interest on any principal not paid when due shall be
due and payable on demand.
Interest on this Note shall be calculated on the basis of a 360 day
year for the actual number of days elapsed.
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Reference is hereby made to the Credit Agreement, which contains
provisions for the acceleration of the maturity hereof upon the happening of
certain stated events and for voluntary prepayments hereon. The term "Holder"
includes the successors and assigns, if any, of the Holder named in the first
paragraph hereof
If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate(s)
equal to the rate(s) otherwise in effect pursuant to the Credit Agreement plus
two percent (2%) per annum. All payments of principal of and interest on this
Note shall be made in immediately available funds.
The Borrower waives demand, presentment for payment, notice of
dishonor, protest, notice of protest, and diligence in collection and bringing
suit, and agrees that Holder may extend the time for payment, accept partial
payment, take security therefor or exchange or release any collateral, without
discharging or releasing the Borrower.
This Note was executed in Cleveland, Cuyahoga County, Ohio. The
construction, validity and enforceability of this Note shall be governed by the
laws of the State of Ohio.
The Borrower authorizes any attorney at law to appear before any Court
of record, state or Federal, in the county where this Note was executed or where
the Borrower resides or may be found, after the unpaid principal balance of this
Note becomes due, either by lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, and waive the
issuance and service of process, admit the maturity of this Note, by reason of
acceleration or otherwise, and confess judgment against the Borrower in favor of
the Holder of this Note for the amount then appearing due on this Note, together
with interest thereon and costs of suit, and thereupon to release all errors and
waive all rights of appeal and stay of execution. The Borrower expressly
authorizes any attorneys for the Holder to receive compensation from the Holder
for services rendered in exercising the foregoing warrant of attorney and in the
enforcement of any judgment obtained against the Borrower in favor of the Holder
on this Note, and the Borrower expressly waives any conflict of interest to
which any attorneys for the Holder may be subject that may arise in connection
with such attorneys exercising any of the rights and/or powers of the Holder
provided for herein or the enforcement of any judgment hereon in favor of
Holder. The foregoing warrant of attorney shall survive any judgment and may be
used from time to time without exhausting the right to further use the warrant
of attorney and, if any judgment be vacated for any reason, the Holder of this
Note nevertheless may use the foregoing warrant of attorney to obtain an
additional judgment or judgments against the Borrower.
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"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
COURT TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGEMENT MAY BE TAKEN AGAINST
YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO
COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITORS
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE."
FOREST CITY RENTAL PROPERTIES
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Vice President and
Assistant Secretary
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REVOLVING LOAN NOTE
(U.S. Bank National Association)
$13,200,000.00 Cleveland, Ohio
January 20, 1998
FOR VALUE RECEIVED, the undersigned, FOREST CITY RENTAL PROPERTIES
CORPORATION, an Ohio corporation (the "Borrower"), hereby promises to pay to the
order of U.S. BANK NATIONAL ASSOCIATION (the "Holder"), in lawful money of the
United States of America, at the main office of KeyBank National Association,
Administrative Agent, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, the principal
sum of Thirteen Million Two Hundred Thousand and 00/100 DOLLARS
($13,200,000.00), or, if lesser, the aggregate unpaid principal amount of all
Revolving Loans evidenced by this Note made by the Holder to the Borrower
pursuant to Section 3.03 of the Credit Agreement (as hereinafter defined). The
unpaid principal balance outstanding on this Revolving Loan Note (this "Note")
from time to time and interest thereon shall be determined by the ledgers and
records of the Holder as accurately maintained.
This Note is one of the Revolving Loan Notes defined and referred to
in, and is entitled to the benefits of, a certain Credit Agreement dated as of
December 10, 1997, among the Borrower, the banks named therein, KeyBank National
Association, as Administrative Agent, and National City Bank, as Syndication
Agent (said Credit Agreement, as it may be from time to time amended, restated,
or otherwise modified, being herein called the "Credit Agreement"). Reference is
made to the Credit Agreement for a statement of the rights of the Holder and the
duties and obligations of the Borrower in relation thereto, but neither this
reference to the Credit Agreement nor any provision thereof shall affect or
impair the absolute and unconditional obligation of the Borrower to pay the
principal of and interest on this Note when due. Capitalized terms used in this
Note but not defined herein shall have the respective meanings ascribed to them
in the Credit Agreement.
The principal of this Note shall be due and payable on the Termination
Date, or earlier as provided in the Credit Agreement. The Borrower also promises
to pay interest on the unpaid principal amount of this Note from time to time
outstanding from the date of this Note until the payment in full thereof at the
rates per annum determined in accordance with the provisions of the Credit
Agreement. Interest shall be payable on each date provided for in or determined
in accordance with the provisions of the Credit Agreement; provided, that
interest on any principal not paid when due shall be due and payable on demand.
Interest shall be calculated on the basis of a 360 day year for the
actual number of days elapsed.
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Reference is hereby made to the Credit Agreement, which contains
provisions for the acceleration of the maturity hereof upon the happening of
certain stated events and for voluntary prepayments hereon. The term "Holder"
includes the successors and assigns, if any, of the Holder named in the first
paragraph hereof.
If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate(s)
equal to the rate(s) otherwise in effect pursuant to the Credit Agreement plus
two percent (2%) per annum. All payments of principal of and interest on this
Note shall be made in immediately available funds.
The Borrower waives demand, presentment for payment, notice of
dishonor, protest, notice of protest, and diligence in collection and bringing
suit, and agrees that Holder may extend the time for payment, accept partial
payment, take security therefor or exchange or release any collateral, without
discharging or releasing the Borrower.
This Note was executed in Cleveland, Cuyahoga County, Ohio. The
construction, validity and enforceability of this Note shall be governed by the
laws of the State of Ohio.
The Borrower authorizes any attorney at law to appear before any Court
of record, state or Federal, in the county where this Note was executed or where
the Borrower resides or may be found, after the unpaid principal balance of this
Note becomes due, either by lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, and waive the
issuance and service of process, admit the maturity of this Note, by reason of
acceleration or otherwise, and confess judgment against the Borrower in favor of
the Holder of this Note for the amount then appearing due on this Note, together
with interest thereon and costs of suit, and thereupon to release all errors and
waive all rights of appeal and stay of execution. The Borrower expressly
authorizes any attorneys for the Holder to receive compensation from the Holder
for services rendered in exercising the foregoing warrant of attorney and in the
enforcement of any judgment obtained against the Borrower in favor of the Holder
on this Note, and the Borrower expressly waives any conflict of interest to
which any attorneys for the Holder may be subject that may arise in connection
with such attorneys exercising any of the rights and/or powers of the Holder
provided for herein or the enforcement of any judgment hereon in favor of
Holder. The foregoing warrant of attorney shall survive any judgment and may be
used from time to time without exhausting the right to further use the warrant
of attorney and, if any judgment be vacated for any reason, the Holder of this
Note nevertheless may use the foregoing warrant of attorney to obtain an
additional judgment or judgments against the Borrower.
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"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
COURT TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGEMENT MAY BE TAKEN AGAINST
YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO
COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE."
FOREST CITY RENTAL PROPERTIES
CORPORATION
By /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx, Vice President and
Assistant Secretary
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FOREST CITY RENTAL PROPERTIES CORPORATION
CERTIFIED COPY OF RESOLUTION
The undersigned, as Assistant Secretary of Forest City Rental
Properties Corporation, a corporation organized and existing under the laws of
the State of Ohio, hereby certifies that at a special meeting of the Board of
Directors of the corporation duly called and held on the 16th day of December,
1997, at which meeting a quorum was present and acting throughout, the following
resolutions were duly adopted by the unanimous vote of all directors present,
have not been repealed, altered or amended, and are presently in full force and
effect:
WHEREAS, Forest City Rental Properties Corporation (the "Borrower")
has entered into that certain Credit Agreement dated as of December 10, 1997
with KeyBank National Association, for itself and as administrative agent (the
"Administrative Agent") for the Banks (as hereinafter defined), National City
Bank, for itself and as syndication agent (the "Syndication Agent") for the
Banks (as hereinafter defined) (the Administrative Agent and Syndication Agent
are hereinafter referred to as the "Agents"), The Huntington National Bank,
Comerica Bank, First Merit Bank, Credit Lyonnais, Manufacturers and Traders
Trust Company and Star Bank (the "Banks") (the Agents and the Banks are
hereinafter collectively referred to as the "Lender") providing for loan
commitments in the aggregate original principal amount of $207,000,000,
consisting of an original principal amount of $55,200,000 in term loans
(collectively the "Term Loans" or singularly the "Term Loan") and an original
principal amount of $151,800,000 in revolving loans (collectively the "Revolving
Loans" or singularly the "Revolving Loan"), which amount includes letters of
credit up to an aggregate amount at any one time outstanding of $30,000,000 all
on the terms and conditions therein provided (the "Credit Agreement"); and
WHEREAS, Forest City Enterprises, Inc., the sole shareholder of the
Corporation (the "Guarantor"), entered into that certain Guaranty of Payment of
Debt dated as of December 10, 1997, with respect to the Credit Agreement; and
WHEREAS, the Borrower and the Lender desire to enter into a First
Amendment to Credit Agreement dated as of January 20, 1998 (the "First
Amendment") to amend, inter alia, Section 2.01(a) and Exhibit A to the Credit
Agreement to add U.S. Bank National Association ("U.S. Bank") as a Bank under
the Credit Agreement, thereby providing for loan commitments from the Banks in
the aggregate principal amount of $225,000,000, consisting of a principal amount
of $60,000,000 in Term Loans and a principal amount of $165,000,000 in Revolving
Loans, which amount includes letters of credit up to an aggregate amount at any
one time outstanding of $30,000,000 all on the terms and conditions therein
provided; and
WHEREAS, the Lender and the Guarantor have also agreed to enter into
that certain First Amendment to Guaranty of Payment of Debt to revise Section 2
to amend the aggregate loan amount from $207,000,000 to $225,000,000; and
WHEREAS, to evidence the obligation of the Corporation to repay the
Term Loan from U.S. Bank, the Corporation shall execute and deliver to U.S.
Bank a term note (the "Term Note") in the original principal amount of
$4,800,000 dated as of the date such Term Loan is made, and payable to the order
of U.S. Bank under the terms of the Credit Agreement; and
WHEREAS, to evidence the obligation of the Corporation to repay the
Revolving Loan from U.S. Bank, the Corporation shall execute and deliver to U.S.
Bank a revolving note (the "Revolving Note"), in the original
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principal amount of $13,200,000 dated as of the date such Revolving Loan is
made, payable to the order of U.S. Bank making such loan under the terms of the
Credit Agreement; and
WHEREAS, the Corporation is hereby authorized to execute and deliver to
the Lender the First Amendment, the Term Note, the Revolving Note, and any other
documents (the "Other Documents") necessary or required to effectuate the
transactions contemplated by the First Amendment (the First Amendment, Term
Note, Revolving Note and Other Documents are hereinafter referred to as the
"Transaction Documents"); and
WHEREAS, the execution and delivery of the Transaction Documents are in
the best interest of the Corporation, and the Corporation should accordingly
enter into the Transaction Documents.
NOW, THEREFORE, be it and it is hereby resolved by the Corporation:
1. That Xxxxxx X. Xxxxxx, Vice President and Assistant Secretary; or
Xxxxxx X. Xxxxxx, Vice President and Treasurer; or Xxxxxxx X. Xxxxxx, Chairman
of the Board and Vice President; or Xxxxxx X. Xxxxx, Vice President and
Assistant Secretary, as officers of the Corporation, be, and each of them hereby
is, authorized and directed for and on behalf of and in the name of the
Corporation to enter into, execute and deliver the Transaction Documents to
which the Corporation is a party substantially in the forms presented this date
to each member of this Executive Committee of the Board of Directors, which
documents and agreements are hereby approved with such additional, modified or
revised terms as may be acceptable to such officer or officers as conclusively
evidenced by their execution thereof.
2. That the above-named officers of the Corporation be, and each of
them hereby is, authorized and directed to do all such things and acts and to
make, execute and deliver all such other agreements, instruments and documents
and to pay all such costs, expenses and taxes on behalf of the Corporation as
such officer or officers shall deem necessary or desirable in order to carry out
the purposes and intent of these resolutions, and that all of the acts and
doings of such officers which are consistent with the purposes and intent of
these resolutions shall be, and the same hereby are, in all respects ratified,
approved and confirmed.
IN WITNESS WHEREOF, I have set my hand as Assistant Secretary of Forest
City Rental Properties Corporation as of the 20th day of January, 1998
FOREST CITY RENTAL PROPERTIES CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Assistant Secretary
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FOREST CITY ENTERPRISES, INC.
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CERTIFIED COPY OF CORPORATE RESOLUTION
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The undersigned, as Secretary of Forest City Enterprises, Inc., a
corporation organized and existing under the laws of the State of Ohio (the
"Corporation"), hereby certifies that at a special meeting of the Board of
Directors of said Corporation duly called and held on the 16th day of December,
1997, at which meeting a quorum of said Executive Committee of the Board of
Directors (the "Executive Committee") was present and acting throughout, the
following resolutions were duly adopted by the unanimous vote of all the
directors present, and the same are presently in full force and effect:
WHEREAS, the Corporation is the sole shareholder of Forest City Rental
Properties Corporation, an Ohio corporation ("Borrower") and the guarantor (the
"Guarantor") under the Guaranty (as hereinafter defined) relating to the Credit
Agreement dated as of December 10, 1997 with KeyBank National Association, for
itself and as administrative agent (the "Administrative Agent") for the Banks
(as hereinafter defined), National City Bank, for itself and as syndication
agent (the "Syndication Agent") for the Banks (as hereinafter defined) (the
Administrative Agent and Syndication Agent are hereinafter referred to as the
"Agents"), The Huntington National Bank, Comerica Bank, First Merit Bank, Credit
Lyonnais, Manufacturers and Traders Trust Company and Star Bank (the "Banks")
(the Agents and the Banks are hereinafter referred to as the "Lender") providing
for loan commitments in the aggregate original principal amount of $207,000,000,
consisting of an original principal amount of $55,200,000 in term loans (the
"Term Loans") and an original principal amount of $151,800,000 in revolving
loans (the "Revolving Loans"), which amount includes letters of credit up to an
aggregate amount at any one time outstanding of $30,000,000 all on the terms and
conditions therein provided (the "Credit Agreement"); and
WHEREAS, the Lender and the Corporation have agreed to amend, inter
alia, Section 2 of the Guaranty as more fully set forth in the First Amendment
to the Guaranty to evidence loan commitments from the Lender to the Borrower in
the aggregate principal amount of $225,000,000; and
WHEREAS, the Lender has required, as a condition to such modification
of the Credit Agreement and amendment of the Guaranty, that the Corporation
execute and deliver to the Lender that certain First Amendment to Guaranty of
Payment of Debt dated as of January 20, 1998 (the "Guaranty Amendment"); and
WHEREAS, the Corporation is hereby authorized to execute and deliver
the Guaranty Amendment and the Consent of Guarantor (the "Consent") to the
Lender; and
WHEREAS, the Corporation will benefit from the transactions described
herein.
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NOW, THEREFORE, be it and it is hereby resolved by the Corporation:
1. That Xxxxxxx X. Xxxxxx, President and Chief Executive Officer;
Xxxxxx X. Xxxxxx, Co-Chairman of the Board; Xxxxxx X. Xxxxxx, Co-Chairman of the
Board and Treasurer; or Xxxxxx X. Xxxxx, Senior Vice President, Chief Financial
Officer and Secretary, as officers of the Corporation, be, and each of them
hereby is, authorized and directed for and on behalf of and in the name of the
Corporation to enter into, execute and deliver the Guaranty Amendment and
Consent to which the Corporation is a party substantially in the form presented
this date to each member of this Executive Committee, which document and
agreement is hereby approved with such additional, modified or revised terms as
may be acceptable to such officer or officers as conclusively evidenced by their
execution thereof.
2. That the above-named officers of the Corporation be, and each of
them hereby is, authorized and directed to do all such things and acts and to
make, execute and deliver all such other agreements, instruments and documents
and to pay all such costs, expenses and taxes on behalf of the Corporation as
such officer or officers shall deem necessary or desirable in order to carry out
the purposes and intent of these resolutions, and that all of the acts and
doings of such officers which are consistent with the purposes and intent of
these resolutions shall be, and the same hereby are, in all respect ratified,
approved and confirmed.
IN WITNESS WHEREOF, I have set my hand as Secretary of Forest City
Enterprises, Inc., as of the 20th day of January, 1998.
FOREST CITY ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx, Secretary
