Re: Forest City Enterprises Accordion Exercise
Exhibit 10.2
May 4, 2016
Re: Forest City Enterprises Accordion Exercise
Reference is made to that certain Credit Agreement, dated as of November 17, 2015, among FOREST CITY ENTERPRISES, L.P., a Delaware limited partnership (f/k/a FOREST CITY ENTERPRISES, INC., an Ohio corporation) (the “Borrower”), certain affiliates of the Borrower from time to time party thereto, as Guarantors, each lender from time to time party thereto, BANK OF AMERICA, N.A. (together with its successors, “Bank of America”), as Administrative Agent, and Bank of America and PNC BANK, NATIONAL ASSOCIATION, as Swing Line Lenders and L/C Issuers (as heretofore amended, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Borrower has elected to increase the aggregate amount of the Lenders’ Commitments from $500 million to $600 million pursuant to the provisions of Section 2.15 of the Credit Agreement (the “Accordion Exercise”). Subject to the conditions set forth in Section 2.15 of the Credit Agreement, the Accordion Exercise shall be effective as of May 4, 2016 (the “Increase Effective Date”).
In connection with the Accordion Exercise, the following existing Lenders have agreed to increase their Commitments by the amounts set forth opposite their names:
Associated Bank | $13,333,333.33 |
Fifth Third Bank, an Ohio Banking Corporation | $13,333,333.33 |
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | $16,666,666.67 |
M&T Bank | $20,000,000.00 |
Barclays Bank PLC | $36,666,666.67 |
Attached hereto as Exhibit A is an amended and restated Schedule 2.01 to the Credit Agreement that reflects the increased Commitments. Schedule 2.01 to the Credit Agreement is hereby replaced in its entirety with the Schedule 2.01 attached hereto. On the Increase Effective Date, the Administrative Agent shall post the updated schedule upon consummation of the Accordion Exercise.
[signature pages follow]
FCE Accordion Exercise Confirmation Letter
Each of the undersigned hereby accepts and consents to the Accordion Exercise and the increase in Commitments set forth above, as of the date first written above.
Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
FCE Accordion Exercise Confirmation Letter
PNC Bank, National Association, as Swing Line Lender and L/C Issuer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇
Title: Senior Vice President
FCE Accordion Exercise Confirmation Letter
Forest City Enterprises, L.P.
By: Forest City Realty Trust, Inc., a Maryland corporation
and its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
EACH OF THE GUARANTORS
LISTED ON ANNEX A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
FCE Accordion Exercise Confirmation Letter
Associated Bank, National Association
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
FCE Accordion Exercise Confirmation Letter
Fifth Third Bank, an Ohio Banking Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: SVP
FCE Accordion Exercise Confirmation Letter
▇▇▇▇▇▇▇ Sachs Bank USA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
FCE Accordion Exercise Confirmation Letter
M&T Bank
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
FCE Accordion Exercise Confirmation Letter
Barclays Bank PLC
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
FCE Accordion Exercise Confirmation Letter
ANNEX A
Guarantors
Forest City Properties, LLC (f/k/a Forest City Rental Properties Corporation) |
Forest City Residential Group, LLC (f/k/a Forest City Residential Group, Inc.) |
Forest City Equity Services, LLC (f/k/a Forest City Equity Services, Inc.) |
Ballston Office Center, LLC |
Chapel Hill Apartments, Ltd. |
FC ▇▇▇▇▇▇▇▇▇ ▇▇▇, LLC |
National Grand ▇▇▇▇▇ Lofts Associates LP |
National Grand ▇▇▇▇▇ Lofts Partners, LLC (f/k/a National Grand ▇▇▇▇▇ Lofts Partners GP) |
FC Grand ▇▇▇▇▇, LLC (f/k/a FC Grand ▇▇▇▇▇, Inc.) |
FC Grand ▇▇▇▇▇ of Ohio, LLC (f/k/a FC Grand ▇▇▇▇▇ of Ohio, Inc.) |
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Associates, L.P. |
▇▇ ▇▇▇▇▇▇ Hill, LLC (f/k/a ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Inc.) |
Forest City Pierrepont Associates, LLC (f/k/a Forest City Pierrepont Associates) |
Forest City Pierrepont, LLC (f/k/a Forest City Pierrepont, Inc.) |
FC New KERA, LLC |
KERA Limited Partnership |
Forest City Master Associates III, LLC |
▇▇▇▇▇▇-▇▇▇▇▇▇▇ Realty, LLC (f/k/a ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Realty, Inc.) |
Master III FC/BCR Holdings, LLC (f/k/a Master III FC/BCR Holdings, Inc.) |
Forest City Commercial Holdings, LLC (f/k/a Forest City Commercial Holdings, Inc.) |
Harlem Center Office, LLC |
FC Harlem Center Office, LLC |
FC Harlem Office, LLC (f/k/a FC Harlem Office, Inc.) |
▇▇▇▇▇▇▇▇▇ North Town, LLC |
WBA Woodlake, L.L.C. |
RRG ▇▇▇ Office, LLC (f/k/a RRG ▇▇▇ Office, Inc.) |
330 ▇▇▇ Office Associates, LLC |
Forest City ▇▇▇ Street Associates, L.P. |
FC B.U.G., LLC |
Forest City B.U.G. Building, LLC (f/k/a Forest City B.U.G. Building, Inc.) |
▇▇▇ ▇.▇.▇. ▇▇▇▇▇▇▇▇▇▇ ▇.▇. |
▇▇▇ ▇▇▇, ▇▇▇ (▇/▇/▇ ▇▇▇ ▇.▇.▇., Inc.) |
Forest City SIAC Building, LLC (f/k/a Forest City S.I.A.C. Building, Inc.) |
Forest City Flatbush, LLC (f/k/a Forest City Flatbush, Inc.) |
FC Member, LLC (f/k/a F.C. Member, Inc.) |
Forest City ▇▇▇▇▇▇ Street Building, LLC (f/k/a Forest City ▇▇▇▇▇▇ Street Building, Inc.) |
Forest City Tech Place, LLC (f/k/a Forest City Tech Place, Inc.) |
Forest City Bluffside, LLC (f/k/a Forest City Bluffside Corporation) |
Cleveland/NY Residential, LLC |
Forest City NY, LLC (f/k/a Forest City N.Y., Inc.) |
FCE Accordion Exercise Confirmation Letter
EXHIBIT A
SCHEDULE 2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
AND APPLICABLE PERCENTAGES
Lender | Commitment | Applicable Percentage |
Bank of America, N.A. | $100,000,000.00 | 16.666666670% |
PNC Bank, National Association | $100,000,000.00 | 16.666666670% |
KeyBank National Association | $60,000,000.00 | 10.000000000% |
Citibank, N.A. | $55,000,000.00 | 9.166666666% |
Barclays Bank Plc | $55,000,000.00 | 9.166666666% |
The Huntington National Bank | $50,000,000.00 | 8.333333333% |
The Bank of New York Mellon | $50,000,000.00 | 8.333333333% |
U.S. Bank National Association | $35,000,000.00 | 5.833333333% |
M&T Bank | $30,000,000.00 | 5.000000000% |
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | $25,000,000.00 | 4.166666666% |
Fifth Third Bank, an Ohio Banking Corporation | $20,000,000.00 | 3.333333333% |
Associated Bank, National Association | $20,000,000.00 | 3.333333333% |
Total | $600,000,000.00 | 100.000000000% |
FCE Accordion Exercise Confirmation Letter