Exhibit



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

	Goldman Sachs 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/ Oltiana M. Pappa
Name: Oltiana M. Pappas
Title:   Senior Vice President    




FCE Accordion Exercise Confirmation Letter











PNC Bank, National Association, as Swing Line Lender and L/C Issuer




By: /s/ John E. Wilgus, II
Name: John E. Wilgus, II
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/ Robert G. O’Brien
Name: Robert G. O’Brien
Title:   Executive Vice President and Chief Financial Officer






EACH OF THE GUARANTORS
LISTED ON ANNEX A HERETO




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


FCE Accordion Exercise Confirmation Letter











Associated Bank, National Association




By: /s/ Michael J. Sedivy
Name: Michael J. Sedivy
Title:   Senior Vice President




FCE Accordion Exercise Confirmation Letter











Fifth Third Bank, an Ohio Banking Corporation




By: /s/ Klay Schmeisser
Name: Klay Schmeisser
Title:  SVP




FCE Accordion Exercise Confirmation Letter











Goldman Sachs Bank USA




By: /s/ Rebecca Kratz
Name: Rebecca Kratz
Title:  Authorized Signatory




FCE Accordion Exercise Confirmation Letter











M&T Bank




By: /s/ David Ladori
Name: David Ladori
Title:   Vice President




FCE Accordion Exercise Confirmation Letter











Barclays Bank PLC




By: /s/ Marguerite Sutton
Name: Marguerite Sutton
Title:  Vice President 


FCE Accordion Exercise Confirmation Letter





ANNEX A







Guarantors 

	
	
	Forest City Realty Trust, Inc.

	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 Stratford TOD, LLC

	National Grand Lowry Lofts Associates LP

	National Grand Lowry Lofts Partners, LLC (f/k/a National Grand Lowry Lofts Partners GP)

	FC Grand Lowry, LLC (f/k/a FC Grand Lowry, Inc.)

	FC Grand Lowry of Ohio, LLC (f/k/a FC Grand Lowry of Ohio, Inc.)

	FC Cortez Hill Associates, L.P.

	FC Cortez Hill, LLC (f/k/a FC Cortez Hill, 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

	Ratner-Kessler Realty, LLC (f/k/a Ratner-Kessler 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.)

	Stapleton North Town, LLC

	WBA Woodlake, L.L.C.

	RRG Jay Office, LLC (f/k/a RRG Jay Office, Inc.)

	330 Jay Office Associates, LLC

	Forest City Jay 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.)

	RRG B.U.G. Associates L.P.

	RRG BUG, LLC (f/k/a RRG B.U.G., 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 Fulton Street Building, LLC (f/k/a Forest City Fulton 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
	
			
	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%

	Goldman Sachs 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