EX-10.1






FOURTH AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT AND 

AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT




This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED
GUARANTY OF PAYMENT OF DEBT (this “Fourth Amendment”) is made and entered into this 22nd day of
October, 2009 (the “Effective Date”), by and among FOREST CITY RENTAL PROPERTIES CORPORATION, an
Ohio corporation (the “Borrower”), FOREST CITY ENTERPRISES, INC., an Ohio corporation (the “Parent”
or the “Guarantor”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”), NATIONAL
CITY BANK, as Syndication Agent (the “Syndication Agent” and, together with the Agent, the
“Agents”), BANK OF AMERICA, N.A., as Documentation Agent, and the banks party to the Credit
Agreement (as hereinafter defined) as of the date hereof (collectively, the “Banks” and
individually a “Bank”). Capitalized terms not otherwise defined herein shall have the respective
meanings attributed to them in the Credit Agreement, as hereinafter defined and as amended by this
Fourth Amendment.



W I T N E S S E T H:




WHEREAS, the Borrower, the Banks and the Agents have previously entered into that certain
Amended and Restated Credit Agreement, dated as of June 6, 2007 (the “Original Credit Agreement”),
as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of
September 10, 2008 and effective as of July 31, 2008, by that certain Second Amendment to Amended
and Restated Credit Agreement and Amended and Restated Guaranty of Payment of Debt, dated and
effective as of January 30, 2009, and by that certain Third Amendment to Amended and Restated
Credit Agreement and Amended and Restated Guaranty of Payment of Debt, dated and effective as of
October 5, 2009 (the Original Credit Agreement as so amended, the “Credit Agreement”);



WHEREAS, in connection with the Original Credit Agreement, the Parent made and entered into
that certain Amended and Restated Guaranty of Payment of Debt in favor of the Agents and the Banks,
dated as of June 6, 2007, as amended by that certain First Amendment to Amended and Restated
Guaranty of Payment of Debt, dated as of September 10, 2008 and effective as of July 31, 2008, by
that certain Second Amendment to Amended and Restated Credit Agreement and Amended and Restated
Guaranty of Payment of Debt, dated and effective as of January 30, 2009, and by that certain Third
Amendment to Amended and Restated Credit Agreement and Amended and Restated Guaranty of Payment of
Debt, dated and effective as of October 5, 2009 (as so amended, the “Guaranty”);



WHEREAS, the Borrower, the Parent, the Banks and the Agents desire to make certain amendments
to the Guaranty and the Credit Agreement to modify certain provisions thereof, subject to the terms
and conditions contained herein; and



WHEREAS, the Banks and the Agents are willing to enter into this Fourth Amendment, on the
terms and conditions set forth herein, and such terms and conditions are agreeable to the Borrower
and to the Parent.



NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), the
mutual covenants and promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:



1. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement shall be amended as
follows:



(a) Amendment to Definitions. The following new definitions are inserted in Article I
of the Credit Agreement in the appropriate alphabetical order:



“Fourth Amendment” shall mean that certain Fourth Amendment to Amended
and Restated Credit Agreement and Amended and Restated Guaranty of Payment
of Debt dated as of October 22, 2009 by and among Borrower, Parent, Agent
and the Banks party thereto.



“2009 Convertible Senior Notes Indenture” shall mean the indenture
between the Parent and the indenture trustee, relating to the 2009
Convertible Senior Notes, such indenture initially to be approved by the
Agent as provided in Section 3 of the Fourth Amendment and thereafter
subject to the terms of Section 3 of the Fourth Amendment, Section 8.16(b)
of this Agreement and Section 9.10(h)(ix) of the Guaranty.



“2009 Convertible Senior Notes” shall mean the convertible equity
senior notes of the Parent issued at any time and from time to time pursuant
to the 2009 Convertible Senior Notes Indenture, subject to the terms of
Section 3 of the Fourth Amendment, Section 8.16(b) of this Agreement and
Section 9.10(h)(ix) of the Guaranty.



(b) Amendment to Section 8.16. Section 8.16 of the Credit Agreement shall be amended
by deleting it in its entirety and replacing it with the following:



“SECTION 8.16. SENIOR NOTES; 2006 PUTTABLE SENIOR NOTES; 2009
PUTTABLE SENIOR NOTES; 2009 CONVERTIBLE SENIOR NOTES



(a) The Borrower shall not alter, amend, change or modify the terms of
any of the Senior Notes (i) to allow the maturity date of any of the Senior
Notes to be less than ten (10) years from the respective date of issue, (ii)
to provide for payment of interest under any of the Senior Notes more
frequently than quarterly, or (iii) to modify the redemption provisions
contained therein, including adding additional redemption provisions.



(b) The Borrower shall not alter, amend, change or modify the terms of
any of the 2006 Puttable Senior Notes, the 2009 Puttable Senior Notes or the
2009 Convertible Senior Notes (i) to allow the maturity of any of the 2006
Puttable Senior Notes or any of the 2009 Convertible Senior Notes to be less
than five (5) years from the date of issue, (ii) to allow the maturity of
any of the 2009 Puttable Senior Notes to be prior to July 1, 2014, (iii) to
provide for payment of interest under any of the 2006 Puttable Senior Notes,
any of the 2009 Puttable Senior Notes or any of the 2009 Convertible Senior
Notes more frequently than quarterly, (iv) to provide additional
circumstances pursuant to which holders of the 2006 Puttable Senior Notes or
the 2009 Puttable Senior Notes may put their 2006 Puttable Senior Notes or
the 2009 Puttable Senior Notes, as applicable, to the Parent or to increase
the put rate available to such holders, other than as provided in the 2006
Indenture or the 2009 Puttable Senior Notes Indenture, as applicable, (v) to
provide any circumstances pursuant to which holders of the 2009 Convertible
Senior Notes may put to Parent, or any additional circumstances pursuant to
which such holders may require the Parent to repurchase, other than as
provided in the 2009 Convertible Senior Notes Indenture as the same exists
as of the date of the Fourth Amendment, the 2009 Convertible Senior Notes,
(vi) to permit the Parent to redeem any of the 2006 Puttable Senior Notes,
any of the 2009 Puttable Senior Notes or any of the 2009 Convertible Senior
Notes prior to their maturity or (vii) to modify the redemption provisions
contained in the 2009 Puttable Senior Notes, including adding additional
redemption provisions.”



(c) Amendment to Section 10.10. Section 10.10 of the Credit Agreement shall be
amended by deleting it in its entirety and replacing it with the following:



“SECTION 10.10. DEFAULT UNDER GUARANTY, SENIOR NOTES, 2006
PUTTABLE SENIOR NOTES, 2009 PUTTABLE SENIOR NOTES OR 2009 CONVERTIBLE SENIOR
NOTES. If an Event of Default (as defined in the Guaranty) has occurred
and is continuing or the Guaranty shall for any reason cease to be valid and
binding against the Parent or the Parent shall so state in writing. If the
Parent defaults in the payment or performance of any obligation under any of
the Senior Notes, the 2006 Puttable Senior Notes, the 2009 Puttable Senior
Notes, the 2009 Convertible Senior Notes, the Indenture, the 2006 Indenture,
the 2009 Puttable Senior Notes Indenture or the 2009 Convertible Senior
Notes Indenture (after giving effect to any applicable grace periods), or in
the performance of any other agreement, covenant, term or condition in any
of the Senior Notes, the 2006 Puttable Senior Notes, the 2009 Puttable
Senior Notes, the 2009 Convertible Senior Notes, the Indenture, the 2006
Indenture, the 2009 Puttable Senior Notes Indenture or the 2009 Convertible
Senior Notes Indenture (after giving effect to any applicable grace
periods).”



(d) Reserved Commitment; Use of Proceeds. Notwithstanding anything to the contrary
contained in the Credit Agreement or any Related Writing, a portion of the Total Revolving Loan
Commitments in the initial amount of One Hundred Five Million Sixty-Seven Thousand Dollars
($105,067,000) (the “Reserved Commitment”) shall be reserved for, and drawn and used by the
Borrower, subject to the satisfaction of any and all conditions set forth in Sections 5.01 and 5.03
of the Credit Agreement, solely for purposes of purchasing or retiring Indebtedness of the
Guarantor, the Borrower or the Borrower’s Subsidiaries, as may be approved in writing by the Agent
and the Required Banks. The amount of the Reserved Commitment shall reduce, dollar-for-dollar, the
amount of the Total Revolving Loan Commitments available under the Credit Agreement for any purpose
other than that set forth above in this clause (d). In the event the Borrower requests a Revolving
Loan from the Reserved Commitment for the purpose set forth above, the Borrower shall so represent
to the Agent and the Banks in the applicable Notice of Borrowing, shall promptly apply the proceeds
of such Revolving Loan to the purchase or retirement of Indebtedness as so approved in writing by
the Agent and the Required Banks and shall, within one (1) Cleveland Banking Day following the
purchase or retirement of such Indebtedness with the proceeds of such Revolving Loan, certify to
the Agent the aggregate principal face amount of such Indebtedness so purchased or retired. Upon
receipt of such certification, the amount of the Reserved Commitment shall be reduced automatically
on a dollar-for-dollar basis commensurate with the aggregate principal face amount of Indebtedness
so purchased or retired.



2. AMENDMENTS TO THE GUARANTY. The Guaranty shall be amended as follows:



(a) Amendment to Definitions. The following new definitions are inserted in Section 1
of the Guaranty in the appropriate alphabetical order:



“Convertible Notes Hedge Transactions” shall mean the hedge
transactions that may be entered into by the Guarantor in order to increase
the effective conversion price of the common shares of the Guarantor into
which the 2009 Convertible Senior Notes are convertible; provided the cost
of obtaining such hedge transactions does not exceed an amount equal to ten
percent (10%) of the aggregate principal face amount of the 2009 Convertible
Senior Notes.



“Fourth Amendment” shall mean that certain Fourth Amendment to Amended
and Restated Credit Agreement and Amended and Restated Guaranty of Payment
of Debt dated as of October 22, 2009 by and among Borrower, Guarantor,
Administrative Agent and the Banks party thereto.



“2009 Convertible Senior Notes Indenture” shall mean the indenture
between the Guarantor and the indenture trustee, relating to the 2009
Convertible Senior Notes, such indenture initially to be approved by the
Administrative Agent as provided in Section 3 of the Fourth Amendment and
thereafter subject to the terms of Section 3 of the Amendment, Section
8.16(b) of the Agreement and Section 9.10(h)(ix) of this Guaranty.



“2009 Convertible Senior Notes” shall mean the convertible equity
senior notes of the Guarantor issued at any time and from time to time
pursuant to the 2009 Convertible Senior Notes Indenture, subject to the
terms of Section 3 of the Fourth Amendment, Section 8.16(b) of the Agreement
and Section 9.10(h)(ix) of this Guaranty.



(b) Amendment to Section 9.2(c). Section 9.2(c) of the Guaranty shall be amended by
deleting it in its entirety and replacing it with the following:



“(c) all of its other obligations calling for the payment of money
(except only those so long as and to the extent that the same shall be
contested in good faith by appropriate and timely proceedings diligently
pursued) before such payment becomes overdue; provided that, notwithstanding
the foregoing, the Guarantor shall not make any payment on account of any of
the Senior Notes, the 2006 Puttable Senior Notes, the 2009 Puttable Senior
Notes or the 2009 Convertible Senior Notes in the event of and during the
continuance of any Payment Default under the Agreement or this Guaranty.”



(c) Amendment to Section 9.5. Section 9.5 of the Guaranty shall be amended by
deleting it in its entirety and replacing it with the following:



“9.5 NOTICE. The Guarantor will cause its Chief Financial Officer, or
in his or her absence another officer designated by the Chief Financial
Officer, to promptly notify the Banks whenever (a) any Event of Default or
Possible Default may occur hereunder (including, without limitation, any
default under any of the Senior Notes, the Indenture, the 2006 Puttable
Senior Notes, the 2006 Indenture, the 2009 Puttable Senior Notes, the 2009
Puttable Senior Notes Indenture, the 2009 Convertible Senior Notes, the 2009
Convertible Senior Notes Indenture or any other document relating thereto
(after giving effect to any applicable grace period)) or any representation
or warranty made herein may for any reason cease in any material respect to
be true and complete, and/or (b) any Restricted Subsidiary shall (i) be in
default of any material (either with respect to the Borrower or the
Guarantor) obligation for payment of borrowed money, or, to the knowledge of
the Guarantor, any material obligations in respect of guarantees, taxes
and/or Indebtedness for goods or services purchased by, or other contractual
obligations of, such Subsidiary, and/or (ii) not, to the knowledge of the
Guarantor, be in compliance with any law, order, rule, judgment, ordinance,
regulation, license, franchise, lease or other agreement that has or could
reasonably be expected to have a material adverse effect on the business,
operations, property or financial condition of such Subsidiary, and/or (c)
the Guarantor and/or any Restricted 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 9.5. Further,
the Guarantor shall notify the Banks not less than thirty (30) days in
advance of entering into any proposed amendment or modification of any of
the Senior Notes or the Indenture, the 2006 Puttable Senior Notes or the
2006 Indenture, the 2009 Puttable Senior Notes or the 2009 Puttable Senior
Notes Indenture or the 2009 Convertible Senior Notes or the 2009 Convertible
Senior Notes Indenture, whether or not the Guarantor believes that the
consent of the Required Banks is needed therefor pursuant to Section 9.10
(i)(iii) or 9.10(h)(iii), as applicable, of this Guaranty.”



(d) Amendment to Section 9.10(h). Section 9.10(h) of the Guaranty shall be amended by
deleting it in its entirety and replacing it with the following:



“(h) any Indebtedness or obligations of the Guarantor under the 2006
Puttable Senior Notes, the 2009 Puttable Senior Notes, the 2009 Convertible
Senior Notes, the Puttable Notes Hedge and Warrant Transactions and/or the
Convertible Notes Hedge Transactions; provided, that:



(i) none of the 2006 Puttable Senior Notes, 2009 Puttable Senior Notes,
2009 Convertible Senior Notes, the 2006 Indenture, the 2009 Puttable Senior
Notes Indenture or the 2009 Convertible Senior Notes Indenture or the
documents evidencing the Puttable Notes Hedge and Warrant Transactions or
the Convertible Notes Hedge Transactions may provide that an Event of
Default under the Agreement or this Guaranty constitutes a default under any
of the 2006 Senior Puttable Notes, the 2009 Puttable Senior Notes, the 2009
Convertible Senior Notes, the 2006 Indenture, the 2009 Puttable Senior Notes
Indenture, the 2009 Convertible Senior Notes Indenture, any Puttable Notes
Hedge and Warrant Transaction or any Convertible Notes Hedge Transaction,
except in the case of an Event of Default that constitutes the failure to
pay the principal of any Debt when due and payable after the expiration of
any applicable grace period with respect thereto that results in the Debt
becoming or being declared due and payable prior to the date on which it
would otherwise have become due and payable or constitutes the failure to
pay any portion of the principal of the Debt when due and payable at
maturity or by acceleration;



(ii) the Indebtedness represented by the 2006 Senior Puttable Notes,
the 2009 Puttable Senior Notes, the 2009 Convertible Senior Notes, the
Puttable Notes Hedge and Warrant Transactions and the Convertible Notes
Hedge Transactions shall be unsecured, pari passu with the Guarantor’s
obligations under this Guaranty and structurally subordinate to the
Borrower’s Debt to the Banks under the Agreement;



(iii) none of the 2006 Puttable Senior Notes, the 2009 Puttable Senior
Notes, the 2009 Convertible Senior Notes, the 2006 Indenture, the 2009
Puttable Senior Notes Indenture or the 2009 Convertible Senior Notes
Indenture shall be amended or modified without the prior written consent of
the Required Banks including, without limitation, (A) to allow the maturity
of any of the 2006 Puttable Senior Notes or the 2009 Convertible Senior
Notes to be less than five (5) years from the date of issue, (B) to allow
the maturity of any of the 2009 Puttable Senior Notes to be earlier than
July 1, 2014, (C) to provide for payment of interest under any of the 2006
Puttable Senior Notes, any of the 2009 Puttable Senior Notes or any of the
2009 Convertible Senior Notes more frequently than quarterly, (D) to provide
additional circumstances pursuant to which holders of the 2006 Puttable
Senior Notes or any of the 2009 Puttable Senior Notes may put the same to
the Guarantor or to increase the put rate available to such holders, other
than as provided in the 2006 Indenture or the 2009 Puttable Senior Notes
Indenture, as applicable, (E) to provide any circumstances pursuant to which
holders of the 2009 Convertible Senior Notes may put to the Guarantor, or
any additional circumstances pursuant to which such holders may require the
Guarantor to repurchase, other than as provided in the 2009 Convertible
Senior Notes Indenture as the same exists as of the date of the Fourth
Amendment, the 2009 Convertible Senior Notes, or (F) to permit the Guarantor
to redeem any of the 2006 Puttable Senior Notes, any of the 2009 Puttable
Senior Notes or any of the 2009 Convertible Senior Notes prior to their
maturity or to modify the redemption provisions contained in the 2009
Puttable Senior Notes, including adding additional redemption provisions,
other than amendments or modifications that do not adversely affect the
Agreement or this Guaranty or their relationship to any of the 2006 Puttable
Senior Notes, any of the 2009 Puttable Senior Notes, any of the 2009
Convertible Senior Notes, the 2006 Indenture, the 2009 Puttable Senior Notes
Indenture or the 2009 Convertible Senior Notes Indenture;



(iv) the outstanding and unredeemed principal amount of the 2006
Puttable Senior Notes and 2009 Puttable Senior Notes shall not, at any time,
exceed Three Hundred Five Million One Hundred Thousand Dollars
($305,100,000) in the aggregate;



(v) without duplication of the limitation set forth in the immediately
preceding clause (iv), the aggregate amount of the 2009 Puttable Senior
Notes shall not, at any time, exceed Two Hundred Million Dollars
($200,000,000);



(vi) the outstanding and unredeemed principal amount of the 2009
Convertible Senior Notes shall not, at any time, exceed Two Hundred Million
Dollars ($200,000,000) in the aggregate;



(vii) the terms and conditions of the 2006 Puttable Senior Notes, the
2006 Indenture and the Puttable Notes Hedge and Warrant Transactions shall
be satisfactory, in form and substance, to the Agents and the Banks;



(viii) the terms and conditions of the 2009 Puttable Senior Notes and
the 2009 Puttable Senior Notes Indenture shall comply with the terms of
Section 3 of the Third Amendment, and shall be satisfactory, in form and
substance, to the Administrative Agent; and



(ix) the terms and conditions of the 2009 Convertible Senior Notes, the
2009 Convertible Senior Notes Indenture and the Convertible Notes Hedge
Transactions shall comply with the terms of Section 3 of the Fourth
Amendment, and shall be satisfactory, in form and substance, to the
Administrative Agent, and the terms and conditions of the Convertible Notes
Hedge Transaction shall not require the Guarantor to pay any amounts in
respect of costs associated therewith or incur any other liability in excess
of ten percent (10%) of the aggregate principal face amount of the 2009
Convertible Senior Notes;”



(e) Amendment to Section 9.13(b). Section 9.13(b) of the Guaranty shall be amended by
deleting it in its entirety and replacing it with the following:



“(b) The Guarantor will not directly or indirectly pay any principal
of, make sinking fund payments in respect of or purchase any Indebtedness
now or hereafter owing by the Guarantor other than any principal payment,
sinking fund payment or purchase the omission of which would (or with the
giving of notice or the lapse of any applicable grace period or both would)
accelerate, or give anyone the right to accelerate, the maturity of such
Indebtedness in accordance with the original terms thereof; provided, that,
notwithstanding the foregoing, the Guarantor shall not make any payment on
account of any of the Senior Notes, the 2006 Puttable Senior Notes, the 2009
Puttable Senior Notes or the 2009 Convertible Senior Notes in the event of
and during the continuance of any Payment Default under the Agreement or
this Guaranty,”



(f) Amendment to Section 9.13(e). Section 9.13(e) of the Guaranty shall be amended by
deleting it in its entirety and replacing it with the following:



“(e) In the event of and during the continuance of any Event of Default
under the Agreement or under this Guaranty other than a Payment Default, the
Guarantor shall not cause the Borrower to declare, pay, or make, and shall
not accept payment of, any Dividends in respect of Capital Stock of the
Borrower, or, notwithstanding any other provision of the Agreement or this
Guaranty to the contrary, any loans or advances to the Guarantor (any such
Dividends or loans are referred to herein as “Distributions”) in excess of
the sum of the amount sufficient to pay, when due, all interest payments in
respect of the Senior Notes, the 2006 Puttable Senior Notes, the 2009
Puttable Senior Notes and the 2009 Convertible Senior Notes and the amounts
sufficient to pay, when due, all taxes of the Guarantor (collectively,
“Permitted Distributions”); provided, that any Permitted Distributions shall
be applied by the Guarantor strictly to the permitted uses specified above,
and”



(g) Amendment to Section 9.19(b)(v). Section 9.19(b)(v) of the Guaranty shall be
amended by deleting it in its entirety and replacing it with the following:



“(v) the Indenture, the 2006 Indenture, the 2009 Puttable Senior Notes
Indenture, the 2009 Convertible Senior Notes Indenture and the documents
evidencing the Puttable Notes Hedge and Warrant Transactions and the
Convertible Notes Hedge Transactions may provide that a default by the
Borrower or the Guarantor in the payment of any portion of principal of the
Debt when due and payable after the expiration of any applicable grace
period that results in the Debt becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable or
the failure of the Borrower or the Guarantor to pay any portion of the
principal of the Debt when due and payable at maturity or by acceleration,
constitutes a default under the Indenture, the 2006 Indenture, any 2009
Puttable Senior Notes Indenture, the 2009 Convertible Notes Senior
Indenture, the Puttable Notes Hedge and Warrant Transactions or the
Convertible Notes Hedge Transactions, as applicable, and”



(h) Amendment to Section 10(d). Section 10(d) of the Guaranty shall be amended by
deleting it in its entirety and replacing it with the following:



“The Guarantor and/or any Restricted Subsidiary defaults (i) in any
payment of principal or interest due and owing upon any Indebtedness in
excess of $1,000,000 (whether due and owing by scheduled maturity, required
prepayment, acceleration, demand or otherwise), or (ii) in the case of the
Guarantor, in the payment or performance of any obligation permitted to be
outstanding or incurred pursuant to Sections 9.10 and/or 9.12 hereof in
excess of $1,000,000, beyond any period of grace provided with respect
thereto or (iii) in the performance of any other agreement, term or
condition contained in any agreement under which any such obligation is
created, if the effect of such default under this clause (iii) is to
accelerate the maturity of the related Indebtedness or to permit the holder
thereof to cause such Indebtedness to become due prior to its stated
maturity or to foreclose on any Lien on property of the Guarantor securing
the same, except that defaults in payment or performance of non-recourse
obligations of the Guarantor or any Restricted Subsidiary shall not
constitute Events of Default under this Section 10(d) unless such defaults
have, individually or in the aggregate, a material adverse effect on the
business or financial condition of the Guarantor; provided, that it shall be
an Event of Default hereunder if any default occurs (after giving effect to
any applicable grace period) under (i) the Senior Notes permitted by Section
9.10(h) of this Guaranty or under the Indenture, (ii) the 2006 Puttable
Senior Notes or under the 2006 Indenture, (iii) any 2009 Puttable Senior
Notes or under the 2009 Puttable Senior Notes Indenture or (iv) any 2009
Convertible Senior Notes or under the 2009 Convertible Senior Notes
Indenture, or”



3. CONSENT TO 2009 CONVERTIBLE SENIOR NOTES ISSUANCE AND CONVERTIBLE NOTES HEDGE
TRANSACTIONS.



(a) Guarantor desires to issue up to $200,000,000 in the aggregate of new senior convertible
notes with a maturity date no earlier than October 15, 2014, an actual documented interest rate not
to exceed 6.5% per annum without regard to required GAAP treatment or adjustment (other than any
additional interest related to a reasonable and customary default interest rate) and otherwise on
terms and conditions substantially similar to the 2009 Puttable Senior Notes Indenture except for
the distinguishing terms described in the box summary attached as Exhibit A hereto, provided that
(w) such issuance shall be for a minimum aggregate principal face amount of $150,000,000 and shall
be consummated on or prior to October 31, 2009 (provided that the issuance of any 2009 Convertible
Senior Notes that are part of any “overallotment” shall be consummated on or prior to November 13,
2009), (x) there is (i) no tightening or addition of financial covenants, (ii) no tightening or
addition of default provisions, (iii) no collateral provided, (iv) no negative pledges provided and
(v) no other obligors, (y) the terms and conditions thereof shall otherwise be satisfactory to the
Agent, and (z) simultaneously with the consummation of the issuance of such convertible notes a
prepayment of the Debt shall be made in the amount of $105,067,000 (it being understood and agreed
that (A) notwithstanding the terms of the Third Amendment or any other agreement with the Agent to
the contrary, the amount of proceeds generated by the 2009 Puttable Notes Issuance (as defined in
the Third Amendment) on deposit in the Account (as defined in the Third Amendment) shall be used
solely to make such prepayment and (B) upon making such prepayment neither the Borrower nor the
Guarantor shall be required to maintain such Account) (such transaction, the “2009 Convertible
Senior Notes Issuance”). In connection with the consummation of the 2009 Convertible Senior Notes
Issuance, the Guarantor may, at its option, enter into one or more hedge transactions in order to
increase the effective conversion price of the common shares of the Guarantor into which the 2009
Convertible Senior Notes are convertible, so long as the cost of obtaining such hedge transactions
in the aggregate does not exceed an amount equal to ten percent (10%) of the aggregate principal
face amount of such 2009 Convertible Senior Notes and the terms and conditions of such hedge
transactions are otherwise acceptable to the Agent (the “Convertible Notes Hedge Transactions”).



(b) Subject to the terms of this Fourth Amendment, the Agents and the Banks consent to the
2009 Convertible Senior Notes Issuance and the Convertible Notes Hedge Transactions, provided that
(i) the 2009 Convertible Senior Notes Issuance and the Convertible Notes Hedge Transactions shall
be fully consummated in accordance with and at all times comply with the terms of this Fourth
Amendment and (ii) promptly upon entering into 2009 Convertible Senior Notes Issuance and the
Convertible Notes Hedge Transactions, the Borrower shall provide the Agent with a copy of all
definitive documentation evidencing the same. The Agents and the Banks consent to such
transactions as set forth above to the extent required by Section 8.16(b) of the Credit Agreement
and Section 9.10 of the Guaranty, and to any conversion of the 2009 Convertible Senior Notes to
common equity of the Guarantor; provided that the 2009 Convertible Senior Notes shall not be issued
at a discount of greater than five percent (5%) of the aggregate principal face amount of such 2009
Convertible Senior Notes.



(c) The proceeds received by the Guarantor from the 2009 Convertible Senior Notes Issuance and
not applied to the prepayment of the Debt as required by Section 3(a) above or used to pay the
customary and reasonable costs (including any permitted premium) related to the Convertible Notes
Hedge Transactions (the “Retained Proceeds”) shall be retained by the Guarantor and applied solely
for any or all of the following purposes (collectively, the “Permitted Uses”):




(i) funding up to one hundred percent (100%) of the anticipated investment in real
estate properties (limited to the projects set forth on Schedule A attached to a separate
letter dated of even date herewith executed by the Borrower, the Parent, the Agent and the
Required Banks); provided that the Borrower and the Guarantor shall only be permitted to
spend up to the maximum aggregate limit for (x) “total property level uses of capital,” (y)
“hedges/swaps/paydowns/buyouts” and (z) “capital expenditures”, in each case as set forth on
said Schedule A; and




(ii) to make partial amortization payments on maturing Indebtedness of the Borrower and
its Subsidiaries in order to refinance such Indebtedness and/or to purchase or retire
non-recourse mortgage Indebtedness of the Borrower and its Subsidiaries at a discount in
advance of its maturity up to an aggregate amount of (unless otherwise approved by Banks
having greater than fifty percent (50%) of the Total Revolving Loan Commitments) (x) Forty
Million Dollars ($40,000,000) during any fiscal year of the Borrower and (y) One Hundred
Twenty Million Dollars ($120,000,000) during the 2009, 2010, and 2011 fiscal years, in
aggregate, of the Borrower; provided that unused amounts under such $40,000,000 annual
limitation for any of the aforementioned fiscal years shall roll into, and thereby increase
on a dollar-for-dollar basis, the $40,000,000 annual limitation for subsequent fiscal years;
provided, further, that such limitations on the repayment of Indebtedness shall not apply to
investments in development projects pursuant to Schedule A referred to above.



The Borrower and Guarantor shall provide to the Agent, certified by a Senior Officer of the
Borrower and a Senior Officer of the Parent, as applicable, within fifteen (15) days following the
delivery of the quarterly consolidated financial statements required to be delivered by the
Borrower and the Guarantor under Section 7.05 of the Credit Agreement and 9.7 of the Guaranty, a
summary in detail reasonably acceptable to the Agent of the Permitted Uses to which the Retained
Proceeds were applied during the prior fiscal quarter.



(d) The consents and waivers in this Section 3 apply solely to the 2009 Convertible Senior
Notes Issuance and shall not apply to the issuance of any other Indebtedness, including, without
limitation, the Senior Notes or the 2009 Puttable Senior Notes.



4. REPRESENTATIONS AND WARRANTIES. Each of the Borrower and the Parent represents and
warrants to the Agents and each of the Banks as follows:



(a) INCORPORATION OF REPRESENTATIONS AND WARRANTIES.  Each and every
representation and warranty made by the Borrower in Article IX of the Credit Agreement and by the
Parent in Section 7 of the Guaranty is incorporated herein as if fully rewritten herein at length
and is true, correct and complete as of the date hereof.



(b) REQUISITE AUTHORITY. Each of the Borrower and the Parent has all requisite power
and authority to execute and deliver and to perform its obligations in respect of this Fourth
Amendment and each and every other agreement, certificate, or document required by or delivered
contemporaneously with this Fourth Amendment. Each of the Borrower and the Parent has all
requisite power and authority to perform its obligations under the Credit Agreement and the
Guaranty, as applicable, as amended by this Fourth Amendment.



(c) DUE AUTHORIZATION; VALIDITY. Each of the Borrower and the Parent has taken all
necessary action to authorize the execution, delivery, and performance by it of this Fourth
Amendment and every other instrument, document, and certificate relating hereto or delivered
contemporaneously herewith and to authorize the performance of the Credit Agreement and the
Guaranty, in each case as amended by this Fourth Amendment. This Fourth Amendment and each other
document and agreement delivered contemporaneously herewith has been duly executed and delivered by
the Borrower and the Parent and each of this Fourth Amendment and the Credit Agreement and the
Guaranty, each as amended by this Fourth Amendment, is the legal, valid, and binding obligation of
each of the Borrower and the Parent, enforceable against each of them in accordance with its
respective terms.



(d) NO CONSENT. No consent, approval, or authorization of, or registration with, any
governmental authority or other Person is required in connection with the execution, delivery and
performance by the Borrower or the Parent of this Fourth Amendment or any other instrument,
document, and certificate relating hereto or delivered contemporaneously herewith and the
transactions contemplated hereby or thereby or in connection with the performance of the Credit
Agreement and the Guaranty, in each case as amended by this Fourth Amendment.



(e) NO DEFAULTS. After giving effect to this Fourth Amendment, no event has occurred
and no condition exists which, with the giving of notice or the lapse of time, or both, would
constitute an Event of Default or Possible Default under the Credit Agreement or the Guaranty.



(f) NO CONFLICTS; NO CREATION OF LIENS. Neither the execution and delivery of this
Fourth Amendment nor the performance by the Borrower and the Parent of their respective obligations
under this Fourth Amendment or the Credit Agreement or the Guaranty, in each case as amended by
this Fourth Amendment, will violate the provisions of any applicable law or of any applicable order
or regulations of any governmental authority having jurisdiction over the Parent or the Borrower or
any of its Subsidiaries, or will conflict with the organizational documents of the Parent or the
Borrower or any of their material permits, licenses or authorizations, or will conflict with or
result in a breach of any of the terms, conditions or provisions of any restriction or of any
agreement or instrument to which the Parent or the Borrower is now a party, or will constitute a
default thereunder, or will result in the creation or imposition of any Lien upon any of the
properties or assets of the Borrower or any of its Subsidiaries.



(g) 2006 PUTTABLE SENIOR NOTES; 2009 PUTTABLE SENIOR NOTES. The aggregate principal
face amount of the outstanding 2006 Puttable Senior Notes is $105,067,000 as of the date of this
Fourth Amendment. The full amount of the 2009 Puttable Senior Notes permitted to be issued by the
Parent pursuant to the terms of the Third Amendment has been issued and the Parent has no further
right to issue any additional 2009 Puttable Senior Notes.



5. CONDITIONS TO EFFECTIVENESS OF FOURTH AMENDMENT.



(a) CLOSING CONDITIONS. Except as otherwise expressly provided in this Fourth
Amendment, prior to or concurrently with the Closing Date (as hereinafter defined), and as
conditions precedent to the effectiveness of the amendments and consents provided for herein, the
following actions shall be taken, all in form and substance satisfactory to the Agent and its
counsel:



(i) AMENDMENT. The Agent shall have received counterparts of this Fourth Amendment,
executed and delivered by the Borrower, the Parent, the Agents, and the Required Banks.



(ii) PAYMENT OF EXPENSES. On or before the Closing Date, the Borrower shall have paid
to the Agents all costs, fees and expenses incurred by them through the Closing Date in the
preparation, negotiation and execution of this Fourth Amendment (including, without limitation, the
reasonable legal fees and expenses of McKenna Long & Aldridge LLP).



(b) DEFINITION. The “Closing Date” shall mean the date this Fourth Amendment is
executed and delivered by the Borrower, the Parent, the Required Banks and the Agents and all the
conditions set forth in subsection (a) of this Section 5 have been satisfied or waived in writing
by the Agent.



6. NO WAIVER. Except as otherwise expressly provided herein, the execution and
delivery of this Fourth Amendment by the Agents and the Banks shall not (a) constitute a waiver or
release of any obligation or liability of the Borrower under the Credit Agreement, or the Parent
under the Guaranty, in each case as in effect prior to the effectiveness of this Fourth Amendment
or as amended hereby, (b) waive or release any Event of Default or Possible Default existing at any
time, (c) give rise to any obligation on the part of the Agents and the Banks to extend, modify or
waive any term or condition in the Credit Agreement, the Guaranty or any of the other Related
Writings or consent to any transaction or event, or (d) give rise to any defenses or counterclaims
to the right of the Agents and the Banks to compel payment of the Debt or to otherwise enforce
their rights and remedies under the Credit Agreement, the Guaranty or under any other Related
Writing.



7. EFFECT ON OTHER PROVISIONS. Except as expressly amended by this Fourth Amendment,
all provisions of the Credit Agreement and the Guaranty continue unchanged and in full force and
effect and are hereby confirmed and ratified. All provisions of the Credit Agreement and the
Guaranty shall be applicable to this Fourth Amendment. Nothing in this Fourth Amendment or any
other document delivered in connection herewith shall be deemed or construed to constitute, and
there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment
or substitution of the indebtedness evidenced by the Notes or the other obligations of the Borrower
and the Parent under the Credit Agreement, the Guaranty or any of the other Related Writings.
Parent hereby acknowledges that it consents to this Fourth Amendment and each and every other
agreement, certificate, or document required by or delivered contemporaneously with this Fourth
Amendment and confirms and agrees that the Guaranty, as amended to the date hereof, is and shall
remain in full force and effect with respect to the Credit Agreement as in effect prior to, and
from and after, the amendment thereof pursuant to this Fourth Amendment.



8. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which, when taken together, shall constitute
but one and the same agreement. Delivery of an executed counterpart of a signature page to this
Fourth Amendment by telecopier or .pdf file shall be effective as delivery of a manually executed
counterpart of this Fourth Amendment.



9. GOVERNING LAW. This Fourth Amendment shall be governed by, and construed in
accordance with, the laws of the State of Ohio, without regard to its principles of conflict of
laws.



10. JURY TRIAL WAIVER. THE BORROWER, THE PARENT, THE AGENTS AND EACH OF THE BANKS
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE, AMONG BORROWER, THE PARENT, THE AGENTS AND THE BANKS, OR ANY THEREOF, ARISING
OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THE CREDIT AGREEMENT, THE GUARANTY, THIS FOURTH AMENDMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO. THIS FOURTH AMENDMENT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY ANY
BANK’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION
CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG THE BORROWER, THE PARENT AND
THE BANKS, OR ANY THEREOF.



[Remainder of page intentionally left blank.]





1






IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed
and delivered as of the date set forth above, each by an officer thereunto duly authorized.




FOREST CITY RENTAL PROPERTIES CORPORATION




By: : /s/ Robert G. O’Brien

Name: Robert G. O’Brien

Title: Executive Vice President





FOREST CITY ENTERPRISES, INC.




By: /s/ Robert G. O’Brien

Name: Robert G. O’Brien

Title: CFO and Executive Vice President





KEY BANK NATIONAL ASSOCIATION, individually and as




Agent




By: /s/ Joshua K. Mayers

Name: Joshua K. Mayers

Title: Vice President





NATIONAL CITY BANK, individually and as Syndication




Agent




By: /s/ John E. Wilgus, II

Name: John E. Wilgus, II

Title: Senior Vice President




2




THE HUNTINGTON NATIONAL BANK




By: /s/ Michael L. Kauffman

Name: Michael L. Kauffman

Title: Senior Vice President





U.S. BANK NATIONAL ASSOCIATION




By: /s/ Dennis Redpath

Name: Dennis Redpath

Title: Senior Vice President





COMERICA BANK




By: /s/ Charles Weddell

Name: Charles Weddell

Title: Vice President





FIRSTMERIT BANK, N.A.




By: /s/ Robert G. Morlan

Name: Robert G. Morlan

Title: Senior Vice President





MANUFACTURERS AND TRADERS TRUST COMPANY




By: /s/ David Ladori

Name: David Ladori

Title: Vice President





FIFTH THIRD BANK




By: 

Name:

Title:




3




BANK OF AMERICA, N.A.




By: /s/ Michael M. Pomposelli

Name: Michael M. Pomposelli

Title: Senior Vice President





RBS CITIZENS, N.A.




By: /s/ Andrew Romanosky

Name: Andrew Romanosky

Title: Vice President





BMO CAPITAL MARKETS FINANCING, INC.




By: /s/ David J. Bechstein

Name: David J. Bechstein

Title: Vice President





CALYON NEW YORK BRANCH




By: /s/ Paul T. Ragusin

Name: Paul T. Ragusin

Title: Director





By: /s/ John A. Wain

Name: John A. Wain

Title: Managing Director

WACHOVIA BANK, N.A.




By: /s/ William F. Carmody

Name: William F. Carmody

Title: Managing Director





THE BANK OF NEW YORK MELLON




By: /s/ Kenneth R. McDonnell

Name: Kenneth R. McDonnell

Title: Managing Director




4



Exhibit A

(see attached)





5






Exhibit A




FOR THE INFORMATION OF THE BANKS AND THE AGENTS IN CONNECTION WITH THE FOURTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT



Material Differences between the 2009 Puttable Senior Notes and the 2009 Convertible Senior

Notes




The material differences between the terms of Forest City Enterprises, Inc.’s
(the “Company”) existing 3.625% Puttable Equity-Linked Senior Notes due 2014 (the “2009 Puttable
Senior Notes”) and the terms of the new 5.00% Convertible Senior Notes due 2016 (the “2009
Convertible Senior Notes”) are set forth in the table below. The description of the terms of the
2009 Puttable Senior Notes in the table below is qualified in its entirety by reference to the
indenture dated as of October 7, 2009 between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Current Indenture”), and the description of the terms of the 2009
Convertible Senior Notes in the table below is qualified in its entirety by reference to the
proposed indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee, (the “New Indenture”). Capitalized terms used but not defined in the table below have the
meaning set forth in the Current Indenture or the New Indenture, as applicable.



	 	 	 	 	 
	 	 	2009 Puttable Senior Notes	 	2009 Convertible Senior Notes 
	Securities
	 	$200,000,000 principal

amount of 3.625% Puttable

Equity-Linked Senior

Notes due 2014

	 	$175,000,000 principal amount

of 5.00% Convertible Senior

Notes due 2016 (plus an

additional $25,000,000

principal amount to cover

overallotments, if any)
	 
	 	


	 	

	Put

Value/Conversion

Price
	 	$14.54






	 	$13.91





	 
	 	


	 	

	Initial Cash

Redemption Date
	 	October 15, 2013, at the

option of the Company

	 	Not Applicable



	 
	 	


	 	

	Maturity
	 	October 15, 2014

	 	October 15, 2016
	 
	 	


	 	

	Put Rights/Conversion

Rights
	 	Holders of the 2009

Puttable Senior Notes may

put their 2009 Puttable

Senior Notes at any time

prior to the earlier to

occur of (i) stated

maturity of the 2009

Puttable Senior Notes and

(ii) 20 days after the

Company first delivers a

Put Termination Notice as

described below.

	 	Holders of the 2009

Convertible Senior Notes may

convert their notes at their

option at any time prior to

the close of business on the

second scheduled trading day

immediately preceding the

maturity date in multiples of

$1,000 principal amount.







	 
	 	


	 	

	Termination of Put

Rights
	 	If the Daily VWAP of the

Class A Common Stock has

equaled or exceeded 130%

of the Put Value Price

then in effect for at

least 20 trading days in

any 30 trading day

period, the Company may,

at its option, elect to

terminate the right of

the holders to put their

2009 Puttable Senior

Notes, such termination

to be effective on the

Put Termination Date (as

defined below).

After the mailing of the

first Put Termination

Notice, holders may elect

to put all or a portion

of their 2009 Puttable

Senior Notes at any time

prior to a Put

Termination Date (as

defined below).

After the Put Termination

Date, holders may not put

their 2009 Puttable

Senior Notes.

Each Put Termination

Notice shall designate an

effective date on which

the post-termination Put

Rights shall terminate,

which shall be a date at

least 20 days after the

date of mailing of such

Put Termination Notice

(each such date, a “Put

Termination Date”).

	 	Not applicable















































































	 
	 	


	 	

	Coupon Make-Whole

Payment
	 	Holders electing to put

their 2009 Puttable

Senior Notes after the

mailing of a Put

Termination Notice shall

receive a Coupon

Make-Whole Payment in an

amount equal to the

remaining scheduled

interest payments

attributable to such 2009

Puttable Senior Notes

from the applicable last

interest payment date

through and including

October 15, 2013.

The Company may, at its

option, make the Coupon

Make-Whole Payment in

cash, Class A Common

Stock, or a combination

thereof. In the event

that the Company elects

to make any portion of

the Coupon Make-Whole

Payment in Class A Common

Stock, the Class A Common

Stock will be valued at

95% of the Termination

Put Value Price.

	 	Not applicable



























































	 
	 	


	 	

	Limitation on

Number of Shares of

Class A Common

Stock Issuable to a

Related Party upon

Put
	 	Unless the Company shall

have received shareholder

approval to issue the

2009 Puttable Senior

Notes, including approval

of the issuance of the

underlying shares of

Class A Common Stock

(which the Company shall

have no obligation to

seek), the Company shall

not issue any shares of

Class A Common Stock

pursuant to the Current

Indenture upon a put of

the 2009 Puttable Senior

Notes by a Related Party

(as such term is defined

in Section 312.03 of the

Listed Company Manual of

the New York Stock

Exchange) if the amount

of shares of Class A

Common Stock required to

be issued to such Related

Party would exceed 1% of

the outstanding Class A

Common Stock or voting

power of the Company

prior to the issuance. If

a Related Party is not

entitled to acquire

shares of Class A Common

Stock upon exercise of

its put rights as noted

above the Company will

satisfy the Put Value

Obligation for Notes put

to the Company by such

Related Party by

delivering cash equal to

the sum of the Daily Put

Values for each day of

the 10 trading-day

observation period.

	 	Not applicable

























































































	 
	 	


	 	

	Limitation on

Remedies for Event

of Default relating

to a Filing Failure
	 	For the first 180 days

after the occurrence of

an Event of Default

relating to a Filing

Failure, the Company may

elect to pay an Extension

Fee accruing at the rate

of 1% per annum of the

aggregate principal

amount of the 2009

Puttable Senior Notes

outstanding at that time.

	 	For the first 365 days after

the occurrence of an Event of

Default relating to any

obligation to file reports

that the Company is required

to file with the Securities

and Exchange Commission

pursuant to Section 13 or

15(d) of the Securities

Exchange Act of 1934, as

amended, the 2009 Convertible

Senior Note holders’ sole

remedy is the right to

receive additional interest

on the 2009 Convertible

Senior Notes at an annual

rate equal to (x) 0.25% of

the outstanding principal

amount of the 2009

Convertible Senior Notes for

the first 180 days an Event

of Default is continuing in

such 365-day period and (y)

0.50% of the outstanding

principal amount of the 2009

Convertible Senior Notes for

the remaining 185 days an

Event of Default is

continuing in such 365-day

period.
	 
	 	


	 	

	Additional Interest
	 	Not applicable

	 	If, at any time during the

six-month period beginning

on, and including, the date

that is six months after the

date of original issuance of

the 2009 Convertible Senior

Notes, the Company fails to

timely file any document or

report that we are required

to file with the Commission

pursuant to Section 13 or

15(d) of the Exchange Act, as

applicable (other than

certain current reports on

Form 8-K), or the 2009

Convertible Senior Notes are

not otherwise freely tradable

by holders other than the

Company’s affiliates (as a

result of restrictions

pursuant to U.S. securities

law or the terms of the

indenture or the notes), the

Company will pay additional

interest on the 2009

Convertible Senior Notes.

Additional interest will

accrue on the 2009

Convertible Senior Notes at

the rate of 0.50% per annum

of the principal amount of

2009 Convertible Senior Notes

outstanding for each day

during such period for which

the Company’s failure to file

continues, but the Company

will have 14 days, in the

aggregate, to cure any such

late filings before any

additional interest accrues.
	 
	 	


	 	

	Related Party

Limitation
	 	Unless the Company shall

have received shareholder

approval to issue the2009

Puttable Senior Notes,

including approval of the

issuance of the

underlying shares of

Class A Common Stock

(which the Company shall

have no obligation to

seek), the Company shall

not issue any shares of

Class A Common Stock

pursuant to the Current

Indenture upon a put of

the 2009 Puttable Senior

Notes by a Related Party

(as such term is defined

in Section 312.03 of the

Listed Company Manual of

the New York Stock

Exchange) if the amount

of shares of Class A

Common Stock required to

be issued to such Related

Party would exceed 1% of

the outstanding Class A

Common Stock or voting

power of the Company

prior to the issuance.

	 	Not applicable



























































	 
	 	


	 	

	Number of

Additional Shares

by which the Put

Value/Conversion

Rate will be

increased upon a

Fundamental

Change/Make-Whole

Fundamental Change
	 	Schedule A


















	 	Schedule A
























6