Exhibit




	
					
	 
	 
	 
	 
	EXHIBIT 10.40.1






JOINDER AGREEMENT


JOINDER AGREEMENT, dated as of January   4, 2016 (this “Joinder Agreement”), made by Forest City Realty Trust Inc. (the “New Guarantor”) in favor of Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred to in that certain Credit Agreement, dated as of November 17, 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Forest City Enterprises, L.P. (permitted successor to Forest City Enterprises, Inc.) (together with its permitted successors and assigns, the “Borrower”), the affiliates of the Borrower identified therein as Guarantors, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. and PNC Bank, National Association, as Swing Line Lenders and L/C Issuers.


1.The New Guarantor, hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, and acknowledges and agrees to:


(a)join the Credit Agreement as a Guarantor, as indicated with its signature below;


(b)be  bound  by  all  covenants,  agreements  and  acknowledgments attributable to a Guarantor in the Credit Agreement; and


(c)perform  all  obligations  and  duties  required  of  it  by the  Credit Agreement.


2.The New Guarantor represents and warrants that the representations and warranties contained in Article V of the Credit Agreement as they relate to the New Guarantor or which are contained in any certificate furnished by or on behalf of the New Guarantor are true and correct on the date hereof.


3.The address, taxpayer identification number and jurisdiction of organization of the New Guarantor is set forth in Annex I to this Joinder Agreement.


4.This Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.


5.Except as expressly supplemented hereby, the Credit Agreement and the Guaranty shall remain in full force and effect.


6.     THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.









IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the day and year first above written.


FOREST CITY REALTY TRUST, INC.,
as the New Guarantor






By: /s/Robert G. O'Brien
Name: Robert G. O’Brien
		
	Title:
	Executive Vice President and 


Chief Financial Officer




FOREST CITY ENTERPRISES, L.P.,
as the Borrower


		
	By:
	Forest City Realty Trust, Inc.,


its general partner


By: /s/Robert G.O'Brien
Name: Robert G. O’Brien
Title:    Executive Vice President and
Chief Financial Officer




















ACKNOWLEDGED AND AGREED TO:


BANK OF AMERICA, N.A.,
as Administrative Agent






By: /s/Oltiana M. Pappas
Name: Oltiana M. Pappas 
Title: Senior Vice President









ANNEX I
TO JOINDER AGREEMENT








	
				
	Name of Guarantor
	Address
	Taxpayer ID
	Jurisdiction of
Organization

	Forest City Realty 
Trust, Inc.
	50 Public Square
Suite 1100
Cleveland,Ohio
44113-2233
	47-4113168
	Maryland