EX-10.2






EXHIBIT 10.2




SECOND AMENDMENT TO 




GUARANTY OF PAYMENT OF DEBT




This SECOND AMENDMENT TO GUARANTY OF PAYMENT OF DEBT (this Second Amendment to Guaranty”) is
made and entered into as of this 7th day of April, 2005, by and among FOREST CITY
ENTERPRISES, INC., an Ohio corporation (the “Guarantor”), KEYBANK NATIONAL ASSOCIATION, as
Administrative Agent (the “Administrative Agent”), NATIONAL CITY BANK, as Syndication Agent (the
“Syndication Agent” and, together with the Administrative Agent, the “Agents”) 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 Guaranty, as hereinafter defined.



W I T N E S S E T H;




WHEREAS, Forest City Rental Properties Corporation (the “Borrower”), the Banks, and the Agents
previously entered into a certain Credit Agreement dated as of March 22, 2004, as amended by that
certain First Amendment to Credit Agreement dated as of January 19, 2005 (as so amended, the
“Original Credit Agreement”); and



WHEREAS, the Banks required, as a condition to entering into the Original Credit Agreement,
that the Guarantor execute and deliver to the Agents and the Banks a certain Guaranty of Payment of
Debt, dated as of March 22, 2004, as amended by that certain First Amendment to Guaranty of Payment
of Debt dated as of January 19, 2005 (as so amended, the “Guaranty”) and the Guarantor agreed to
and did execute and deliver the Guaranty to the Agents and the Banks; and



WHEREAS, the Borrower and the Guarantor have requested that the Banks and the Agents agree to
certain amendments to the Original Credit Agreement and to the Guaranty; and



WHEREAS, the Borrower, the Banks and the Agents have entered into a Second Amendment to Credit
Agreement, dated as of the date hereof (said amendment together with the Original Credit Agreement,
the “Credit Agreement”), that requires as one of its conditions that the Guarantor enter into this
Second Amendment to Guaranty.




NOW, THEREFORE, it is mutually agreed as follows:



1. AMENDMENT TO SECTION 2 OF THE GUARANTY. Section 2 of the Guaranty shall be
amended by deleting the phrase “Four Hundred Fifty Million Dollars ($450,000,000)” contained in the
second sentence thereof and replacing it with the phrase “Five Hundred Fifty Million Dollars
($550,000,000)”, but leaving it the same in all other respects.



2. AMENDMENT TO SECTION 9.7 OF THE GUARANTY. Section 9.7 of the Guaranty shall be
amended as follows:




(a) Renumbering of Sections 9.7(g) and (h). Section 9.7 of the Guaranty shall
be amended by renumbering Section 9.7(g) as Section 9.7(h) and renumbering Section 9.7(h) as
Section 9.7(i).




(b) Addition of New Section 9.7(g). Section 9.7 of the Guaranty shall be
amended by adding a new subsection (g) as follows:




(g) concurrently with furnishing any covenant compliance worksheet under
Section 9.7(b) or (c) above, such schedules, details and explanations supporting the
calculations contained in such covenant compliance worksheet as may be reasonably
required by the Banks,”.



3. REPRESENTATIONS AND WARRANTIES. The Guarantor 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 Guarantor 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 and no Event of Default or Possible Default exists, or will exist on
such date.




(b) Requisite Authority. The Guarantor has all requisite power and authority
to execute and deliver and to perform its obligations in respect of this Second Amendment to
Guaranty and each and every other agreement, certificate, or document required to be
delivered as a condition precedent to this Second Amendment to Guaranty or to the Second
Amendment to Credit Agreement.




(c) Due Authorization; Validity. The Guarantor has taken all necessary action
to authorize the execution, delivery, and performance by it of this Second Amendment to
Guaranty and every other instrument, document, and certificate relating thereto. This
Second Amendment to Guaranty has been duly executed and delivered by the Guarantor and is
the legal, valid, and binding obligation of the Guarantor enforceable against it in
accordance with its 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 of this Second Amendment to Guaranty and the
transactions contemplated hereby.



4. NO WAIVER. Except as otherwise expressly provided herein, the acceptance,
execution, and/or delivery of this Second Amendment to Guaranty by the Agents and the Banks shall
not constitute a waiver or release of any obligation or liability of the Guarantor under the
Guaranty as in effect prior to the effectiveness of this Second Amendment to Guaranty or as amended
hereby or waive or release any Event of Default or Possible Default existing at any time.



5. CONDITIONS TO CLOSING. Except as otherwise expressly provided in this Second
Amendment to Guaranty, prior to or concurrently with the execution and delivery of this Second
Amendment to Guaranty, and as conditions precedent to the effectiveness of the amendments to the
Guaranty provided for herein, the Agents and the Banks and their respective counsel shall have
received such opinions of counsel to the Guarantor, certified copies of resolutions of the Board of
Directors of the Guarantor, 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 Second Amendment to Guaranty, all in form and substance satisfactory to the Agents and the
Banks and their respective counsel; all conditions to the Second Amendment to Credit Agreement
shall have been satisfied; and all costs, fees, and expenses required by the Second Amendment to
Credit Agreement to have been paid by the Borrower in connection with the Second Amendment to
Credit Agreement and/or this Second Amendment to Guaranty shall have been paid.



6. CONFIRMATION OF GUARANTY. The Guarantor hereby confirms that the Guaranty is in
full force and effect on the date hereof and that, upon the amendments herein provided becoming
effective, the Guaranty will continue in full force and effect in accordance with its terms, as
hereby amended.



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IN WITNESS WHEREOF, the parties hereto, each by an officer thereunto duly authorized,
have caused this Second Amendment to Guaranty of Payment of Debt to be executed and delivered as of
the date first above written.




FOREST CITY RENTAL PROPERTIES


CORPORATION




By:\s\ Thomas G. Smith




Title: Vice President and Secretary




KEYBANK NATIONAL ASSOCIATION,


Individually and as Administrative Agent




By: \s\ Donald Woods




Title: Assistant Vice President




NATIONAL CITY BANK, Individually and


as Syndication Agent




By: \s\ Anthony DiMare




Title: Senior Vice President




THE HUNTINGTON NATIONAL BANK




By: \s\ Richard Gross




Title: Vice President




U.S. BANK NATIONAL ASSOCIATION




By: \s\ Dennis J. Redpath




Title: Senior Vice President




COMERICA BANK



	 	 	 
	By:

	 	\s\ Charles Weddell
	
 
	 	 
	Title: Vice President

	 	

	
 
	 	 







(Signature page to Second Amendment to Guaranty of Payment of Debt)





FIRST MERIT BANK




By: \s\ R. W. Carpenter




Title: Executive Vice President




LASALLE BANK NATIONAL ASSOCIATION




By: \s\ Marilyn Maloney




Title: Senior Vice President




MANUFACTURERS AND TRADERS


TRUST COMPANY




By: \s\ Kevin B. Quinn




Title: Vice President




FIFTH THIRD BANK




By: \s\ R. C. Lanctot




Title: Vice President




FLEET NATIONAL BANK




By: \s\ James Magaldi




Title: Vice President




CALYON NEW YORK BRANCH




By: \s\ John A Wain


Title: Managing Director



(Signature page to Second Amendment to Guaranty of Payment of Debt)





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BANK OF MONTREAL




By: \s\ Thomas A. Batterham




Title: Managing Director




CHARTER ONE BANK, N.A.




By: \s\ Chet C. Shedloski



Title: Vice President




(Signature page to Second Amendment to Guaranty of Payment of Debt)





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