EX-10.1






Exhibit 10.1



January 20, 2006



	 	 	 
	Forest City Enterprises, Inc.

1100 Terminal Tower

50 Public Square

Cleveland, Ohio 44114

Attn: Thomas G. Smith, Senior Vice

President

Chief Financial Officer and Secretary

	 	

Forest City Rental Properties Corporation

1100 Terminal Tower

50 Public Square

Cleveland, Ohio 44114

Attn: Thomas G. Smith, Vice President

and Assistant Secretary






Reference is hereby made to (1) the Credit Agreement dated as of March 22, 2004, by and among
Forest City Rental Properties Corporation (the “Company”), the lending institutions from time to
time party thereto (the “Banks”), KeyBank National Association, as Administrative Agent (the
“Administrative Agent”) and National City Bank, as Syndication Agent (the “Syndication Agent” and,
together with the Administrative Agent, the “Agents”)(as amended to the date hereof, the “Credit
Agreement”) and (2) the Guaranty of Payment of Debt dated as of March 22, 2004, issued by Forest
City Enterprises, Inc. (the “Parent”) in favor of the Banks and the Agents (as amended to the date
hereof, the “Guaranty”). Defined terms used herein but not defined herein shall have the
respective meanings given to them in the Credit Agreement.



The Parent and certain of its Subsidiaries are involved in a major development project in Brooklyn,
New York that will include, among other things, a new arena for the New Jersey Nets basketball
team, commercial office space, retail space and residential space (collectively, the “Atlantic Rail
Yards Project”). We understand certain facts and circumstances with regard to the Atlantic Rail
Yards Project to be as follows: In connection with the acquisition of certain property owned by
the Metropolitan Transit Authority for the State of New York (the “MTA”) and required for the
Atlantic Rail Yards Project (the “MTA Property”), one of the Parent’s Subsidiaries, Atlantic Rail
Yards, LLC (“ARY”) will need to enter the MTA Property in order to obtain a Phase II due diligence
environmental report. The MTA is willing to grant ARY access to the MTA Property subject to, and
in accordance with, the terms and conditions of a certain Temporary Entry License between the MTA
(and an affiliate) and ARY (the “License Agreement”). Pursuant to the terms of the License
Agreement, a form of which the Parent has provided to each of the Banks, ARY must provide financial
security to the MTA to secure its obligations under the License Agreement. Such financial
security is to be in the form of a $20 million letter of credit (the “MTA Letter of Credit”) and a
guaranty from the Parent in favor of the MTA up to a maximum amount of $40 million (the “MTA
Guaranty”). A form of the MTA Guaranty also has been provided to each of the Banks.



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Section 3.01(a) of the Credit Agreement limits the amount of letters of credit that may be issued
and outstanding at any time to the aggregate amount of $60,000,000, minus the aggregate amount of
all then outstanding Surety Bonds. The Company has requested an increase in this limit to
$100,000,000. Section 9.12 of the Guaranty prohibits any Restricted Company from being a guarantor
of any kind, subject to certain exceptions that are not applicable to the current circumstances.
The consent of the Required Banks is required for an increase in the letter of credit limit from
$60,000,000 to $100,000,000 and to permit the Guarantor to enter into and perform its obligations
under the MTA Guaranty.



Based on the form of the License Agreement and MTA Guaranty provided to the Agents and the Banks,
and the representations made by the Company and the Parent to the Agents and the Banks with regard
to the Atlantic Rail Yards Project, the Agents and the Banks hereby agree as follows:



1. Section 3.01(a) of the Credit Agreement shall be amended by deleting the amount of
“$60,000,000” contained therein and replacing it with the amount of “$100,000,000”, but leaving it
the same in all other respects.



2. The Parent is hereby permitted to execute and deliver, and perform its obligations under,
the MTA Guaranty, provided, that:




a. the Parent will not enter into or agree to enter into any amendment, supplement or
other modification to the form of MTA Guaranty provided to the Banks that, in the opinion of
the Agent, is materially adverse to the interests of the Banks, including, without
limitation, that would increase the maximum amount of liability under the MTA Guaranty above
$40,000,000; and




b. so long as the MTA Guaranty is outstanding and in full force and effect, the Parent
shall maintain or cause to be maintained with a reputable insurer, an environmental
liability insurance policy with respect to the MTA Property, with a self-insured retention
of not more than $28,000,000 and a limit of coverage of not less than $12,000,000, that will
cover any remediation that may be required with respect to the MTA Property.



Other than as expressly set forth herein, this letter shall not constitute a waiver of (i) any
term, provision, condition or requirement of the Credit Agreement, the Guaranty or any Related
Writing, (ii) any Event of Default (as defined in the Guaranty or the Credit Agreement, as
applicable) in existence on the date of this consent letter or hereafter arising or (iii) any
rights or remedies that the Agents or the Banks have under the Credit Agreement, the Guaranty, the
Related Writings or applicable law.



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Very truly yours,



	 	 	 
	KEYBANK NATIONAL ASSOCIATION,

Individually and as Administrative Agent

By: /s/ Joshua K. Mayers

	 	NATIONAL CITY BANK,

Individually and as Syndication Agent

By: /s/ Ronald J. Majka
	 

	 	 
	Title: Assistant Vice President

	 	Title: Senior Vice President
	 

	 	 
	 
	 	 
	THE HUNTINGTON NATIONAL BANK

By: /s/ A. Geraldi Perry

	 	COMERICA BANK

By: /s/ Charles Weddell
	 

	 	 
	Title: Vice President

	 	Title: Vice President
	 

	 	 
	 
	 	 
	FIRST MERIT BANK

By: /s/ John F. Neumann

	 	U.S. BANK NATIONAL ASSOCIATION

By: /s/ Megan McBride
	 

	 	 
	Title: Senior Vice President

	 	Title: Senior Vice President
	 

	 	 
	 
	 	 
	LASALLE BANK NATIONAL ASSOCIATION

By: /s/ Marilyn Tomfohrde

	 	MANUFACTURERS AND TRADERS TRUST COMPANY

By: /s/ Brian D. Beitz
	 

	 	 
	Title: Senior Vice President

	 	Title: Vice President
	 

	 	 
	 
	 	 
	FIFTH THIRD BANK

By: /s/ Roy Lanctot

	 	BANK OF AMERICA, N.A.

By: /s/ James J. Magaldi
	 

	 	 
	Title: Vice President

	 	Title: Senior Vice President
	 

	 	 






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	CALYON NEW YORK BRANCH
	By: ________________________________	 	BANK OF MONTREAL
	Title: ___________________________	 	By: /s/ Virginia Neale
	By: ________________________________	 	 
	Title: ____________________________	 	Title: Vice President
	CHARTER ONE BANK, N.A.
	By: /s/ Michael Kauffman
	Title: Vice President





The undersigned, the      Thomas G. Smith     , of Forest City Rental Properties
Corporation, hereby agrees on behalf of Forest City Rental Properties Corporation to the terms and
conditions set forth in the foregoing consent letter and agrees to be bound thereby.



	 	 	 
	Dated:      January 20, 2006     

	 	Forest City Rental Properties Corporation
	 
	 	 
	
 
	 	By: _/s/ THOMAS G. SMITH     






Name: _Thomas G. Smith     

Its:      Vice President and

Assistant Secretary

The undersigned, the      Thomas G. Smith     , of Forest City Enterprises, Inc., hereby agrees
on behalf of Forest City Enterprises, Inc. (1) to the terms and conditions set forth in the
foregoing consent letter and agrees to be bound thereby, (2) that it acknowledges and consents to
the amendment to the Credit Agreement set forth in paragraph number 1 above and (3) that the
Guaranty remains in full force and effect.



	 	 	 
	Dated:      January 20, 2006     

	 	Forest City Enterprises, Inc.
	 
	 	 
	
 
	 	By: _/s/ THOMAS G. SMITH     






Name: _Thomas G. Smith     

Its:      Chief Financial Officer,

Executive Vice President

and Secretary




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