Ex 10.3


	
					
	 
	 
	 
	 
	 

	 
	 
	 
	 
	Exhibit 10.3








SECOND AMENDMENT TO PLEDGE AGREEMENT 
THIS SECOND AMENDMENT TO PLEDGE AGREEMENT (this “Amendment”), dated as of February 21, 2013, by and among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation (“Pledgor”) and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Agent for itself and the other Banks (the “Banks”) from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”).
W I T N E S S E T H:
WHEREAS, Pledgor, KeyBank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and certain of the Banks entered into that certain Second Amended and Restated Credit Agreement, dated January 29, 2010 (the “Original Credit Agreement”), which Original Credit Agreement was amended and restated in its entirety by that certain Third Amended and Restated Credit Agreement, dated as of March 30, 2011, by and among Pledgor, KeyBank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and certain of the Banks (the “Existing Credit Agreement”);
WHEREAS, pursuant to (i) the Original Credit Agreement, Pledgor executed that certain Pledge Agreement, dated January 29, 2010 (the “Pledge Agreement”), to secure the obligations of Pledgor under the Original Credit Agreement and certain other agreements and (ii) the Existing Credit Agreement, Pledgor executed that certain First Amendment to Pledge Agreement, dated January 29, 2010 (the “First Amendment”; the Pledge Agreement, as amended by the First Amendment and as further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated from time to time, the “Pledge Agreement”), to secure the obligations of Pledgor under the Existing Credit Agreement and certain other agreements;
WHEREAS, Pledgor KeyBank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and the Banks are, simultaneously herewith, entering into that certain Fourth Amended and Restated Credit Agreement, dated of even date herewith (as varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated from time to time, the “Credit Agreement”);
WHEREAS, as a condition to KeyBank’s, as Administrative Agent, PNC Bank, National Association’s, as Syndication Agent, Bank of America, N.A.’s, as Documentation Agent, and the Banks’ execution and delivery of the Credit Agreement, Pledgor has agreed to enter into this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth hereinbelow, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows:





1.Definitions.  Capitalized terms used in this Amendment, but which are not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit Agreement.
2.    Modification of the Pledge Agreement.  Pledgor and Agent do hereby modify and amend the Pledge Agreement as follows:
(a)    By deleting the reference to “$450,000,000” in the fourth “WHEREAS” clause thereof and inserting in lieu thereof a reference to $500,000,000”.
(b)    By deleting Exhibit “A” and Exhibit “B” attached thereto in their entirety and inserting in lieu thereof Exhibit “A” and Exhibit “B” attached to this Amendment.
3.    References to Pledge Agreement.  All references in the Loan Documents to the Pledge Agreement shall be deemed a reference to the Pledge Agreement, as modified and amended herein.
4.    Representations.  Pledgor represents and warrants to Agent and the Banks as follows:
(a)    The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Pledgor, (ii) have been duly authorized by all necessary proceedings on the part of Pledgor, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which Pledgor or Parent is subject or any judgment, order, writ, injunction, license or permit applicable to Pledgor or Parent, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the articles of incorporation, bylaws, operating agreement, partnership agreement, declaration of trust or other charter documents of, or any agreement or other instrument binding upon, Pledgor, Parent, or any of their respective properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of Pledgor or Parent other than the liens and encumbrances in favor of Agent contemplated by this Amendment and the other Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to Agent.
(b)    The execution and delivery of this Amendment create valid and legally binding obligations of Pledgor enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity.
(c)    The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of, or filing with, any governmental agency or authority other than those already obtained.
(d)    The representations and warranties made by Pledgor under the Pledge Agreement, as amended and modified by this Amendment, or otherwise made by or on behalf of 

	
			
	 
	2
	 








Pledgor in connection therewith were true and correct in all material respects when made and are true and correct in all material respects as of the date hereof.
5.    No Default.  By execution hereof, Pledgor certifies that no Possible Default or Event of Default has occurred and is continuing.
6.    Ratification.  Except as hereinabove set forth, all terms, covenants and provisions of the Pledge Agreement remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Pledge Agreement as modified and amended herein and the other Loan Documents.  Nothing in this Amendment 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 Pledgor or Parent under the Loan Documents.
7.    Acknowledgment of Pledgor.  Pledgor hereby acknowledges, represents and agrees that the Loan Documents, as modified and amended herein, remain in full force and effect and constitute the valid and legally binding obligation of Pledgor enforceable against Pledgor in accordance with their respective terms, and that the execution and delivery of this Amendment does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of Pledgor’s obligations under the Loan Documents.
8.    Grant of Security Interest; No Impairment; Continuing Security Interest.
(a)    As security for the payment and performance by Pledgor of each and all of the indebtedness, liabilities, duties, responsibilities and obligations whether such indebtedness, liabilities, duties, responsibilities and obligations are now existing or are hereafter created or arising under the Pledge Agreement or any other Loan Document, Pledgor does hereby transfer, assign, pledge, convey, and grant to Agent, for the benefit of itself and the Banks, and does hereby grant a security interest to Agent, for the benefit of itself and the Banks, in, all of Pledgor’s right, title and interest in and to all Collateral referenced on Exhibit “A” attached hereto.
(b)    Except as otherwise expressly provided herein, nothing herein contained shall in any way (a) impair or affect the validity and priority of the lien of the Pledge Agreement as to the collateral originally encumbered prior to the date of this Amendment, (b) alter, waive, annul or affect any provision, condition or covenant in the Loan Documents, or (c) affect or impair any rights, powers or remedies under the Loan Documents.
(c)    In furtherance of the foregoing, Pledgor hereby acknowledges, represents and agrees that the Pledge Agreement, as amended by this Amendment, creates a continuing security interest in the Collateral listed on Exhibit “A” attached hereto and made a part hereof) and shall (x) remain in full force and effect until the indefeasible payment in full of the Obligations (as defined in the Pledge Agreement) and the Banks have no further obligation to make any advances or issue Letters of Credit under the Credit Agreement, (y) be binding upon Pledgor and its permitted heirs, successors and assigns, and (z) inure, together with the rights and remedies of Agent hereunder and thereunder, to the benefit of Agent and the Banks and their respective successors, transferees and assigns.

	
			
	 
	3
	 








(d)    Nothing contained in this Amendment, including, without limitation, this Section 8, shall in any way operate to override or limit the Collateral Exclusion (as defined in the Pledge Agreement), and the grant of the security interest in the Collateral set forth herein is subject to the Collateral Exclusion as if the terms applicable thereto (including the limitations on the Collateral Exclusion contained in the proviso at the end of the last paragraph of Section 2 of the Pledge Agreement) were fully set forth herein.
9.    Amendment as Related Writing.  This Amendment shall constitute a Related Writing.
10.    Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.
11.    Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF OHIO EXCEPT TO THE EXTENT OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO THE CREATION, PERFECTION (OTHER THAN PERFECTION OF A SECURITY INTEREST IN ANY CERTIFICATE EVIDENCING COLLATERAL (TO THE EXTENT REQUIRED TO BE DELIVERED TO AGENT HEREUNDER) BY CONTROL THEREOF, WHICH SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE SUCH CERTIFICATE IS LOCATED) AND FORECLOSURE OF SECURITY INTERESTS AND LIENS, AND ENFORCEMENT OF RIGHTS AND REMEDIES AGAINST THE COLLATERAL, WHICH MATTER SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF OHIO.
12.    Miscellaneous.  This Amendment shall be effective upon the execution hereof by Pledgor and Agent and shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement.  All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.
[remainder of this page intentionally left blank]



	
			
	 
	4
	 








IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment, under seal, as of the day and year first above written.
PLEDGOR:
FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation


By:  /s/James A. Ratner          ___________________________
Name:  James A. Ratner
Title:    President and Chief Executive Officer





[Signature Page to Second Amendment to Pledge Agreement]




AGENT:
KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent


By:  /s/ Sara Smith
    
Name:  Sara Smith
Title:    AVP
  

[Signature Page to Second Amendment to Pledge Agreement]


PLEDGE AGREEMENT - EXHIBIT A
Forest City Rental Properties Corporation Active Subsidiaries - January 31, 2013


	
						
	Subsidiary
	% Interest Directly Held by FCRPC
	Date Acquired
	Jurisdiction Code
	Entity Type

	Artus Inc.
	100
	

	2/2/1981
	OH
	Corporation

	Atlantic Center Fort Greene, Inc.
	100
	

	9/30/1994
	NY
	Corporation

	Ballston Common Associates, L.P.
	50
	

	4/30/1994
	DE
	Limited Partnership

	Ballston Development Corporation
	100
	

	3/28/1984
	OH
	Corporation

	Beachwood Venture Associates Limited Partnership
	99
	

	8/18/2006
	MI
	Limited Partnership

	Boulevard Towers LLC
	2
	

	12/15/1998
	NY
	Limited Liability Company

	Canton Centre Mall Limited Partnership
	89
	

	12/20/2000
	OH
	Limited Partnership

	Center Courtland, Inc.
	100
	

	8/2/1988
	OH
	Corporation

	Chapel Hill Apartments, Ltd.
	100
	

	6/11/2007
	OH
	Limited Liability Company

	Deer Run Investors, LLC
	37.0522
	

	12/30/1994
	OH
	Limited Liability Company

	F. C. Billboard, Inc.
	100
	

	3/24/1995
	PA
	Corporation

	F. C. Canton Centre, Inc.
	100
	

	3/3/1994
	OH
	Corporation

	F. C. Fairmont, L.L.C.
	100
	

	5/2/2011
	OH
	Limited Liability Company

	F. C. Laurels Limited Partnership
	99
	

	9/26/1995
	IL
	Limited Partnership

	F. C. Regency Club Limited Partnership
	99
	

	3/24/1994
	NJ
	Limited Partnership

	F. C. Rolling Acres, Inc.
	100
	

	3/3/1994
	OH
	Corporation

	F. C. Southridge Corp.
	100
	

	9/11/1986
	OH
	Corporation

	F.C. Fireland, Inc.
	100
	

	9/3/1985
	OH
	Corporation

	F.C. Member, Inc.
	100
	

	1/17/1997
	NY
	Corporation

	F.C. MIDTOWN, LLC
	2
	

	10/1/2009
	OH
	Limited Liability Company

	F.C. Short Pump Land Investment, Inc.
	100
	

	6/27/1996
	VA
	Corporation

	F.C. Stonecrest Land Investment, Inc.
	100
	

	5/15/1997
	GA
	Corporation

	F.C. Stonecrest Mall, Inc.
	100
	

	5/15/1997
	GA
	Corporation

	F.C. Temecula, Inc.
	100
	

	7/21/1997
	CA
	Corporation

	F.C. Webster, LLC
	100
	

	7/18/2001
	OH
	Limited Liability Company

	F.C. Westland, LLC
	100
	

	7/18/2001
	OH
	Limited Liability Company

	F.C. WHITEACRES LLC
	2
	

	7/13/2005
	OH
	Limited Liability Company

	FC 1212 Retail, LLC
	1
	

	3/7/2012
	DE
	Limited Liability Company

	FC 45/75 Sidney, Inc.
	100
	

	6/20/1997
	MA
	Corporation

	FC 8 South, Inc.
	100
	

	6/12/2001
	NY
	Corporation

	FC 816-818 Mission Street, LLC
	100
	

	7/28/2008
	DE
	Limited Liability Company

	FC Bellevue Associates Limited Partnership
	99
	

	2/24/1997
	WA
	Limited Partnership

	FC Emerald Park, Inc.
	100
	

	7/9/1997
	OH
	Corporation

	FC LH, Inc.
	100
	

	2/6/1996
	OH
	Corporation

	FC Manhattan, Inc.
	100
	

	11/15/2001
	KS
	Corporation

	FC Master Associates III, Inc.
	100
	

	7/25/2006
	NY
	Corporation









FCRPC Active Subs - January 31, 2013


	
						
	Subsidiary
	% Interest Directly Held by FCRPC
	Date Acquired
	Jurisdiction Code
	Entity Type

	FC Midtown Plaza, Inc.
	100
	

	3/31/1997
	OH
	Corporation

	FC Northern Boulevard, Inc.
	100
	

	4/29/1996
	NY
	Corporation

	FC Ohio HTC Investor, LLC
	100
	

	12/2/2010
	DE
	Limited Liability Company

	FC Pacific, Inc.
	100
	

	12/26/1995
	NY
	Corporation

	FC Pittsburgh, Inc. (fka Harrah's Pittsburgh Investment Company, Inc.)
	100
	

	11/13/1997
	NV
	Corporation

	FC University Park II, Inc.
	100
	

	10/17/1996
	MA
	Corporation

	First Forest City Brookline Street, Inc.
	100
	

	12/31/1991
	MA
	Corporation

	First New York Management Company, Inc.
	100
	

	10/20/1987
	NY
	Corporation

	Forest Bay, Inc.
	100
	

	6/7/1978
	OH
	Corporation

	Forest City 42nd Street, Inc.
	100
	

	9/8/1995
	NY
	Corporation

	Forest City 64 Sidney Street, Inc.
	100
	

	12/1/1988
	OH
	Corporation

	Forest City Antelope Valley, Inc.
	100
	

	12/11/1987
	OH
	Corporation

	Forest City Atlantic Housing, Inc.
	100
	

	4/15/1993
	NY
	Corporation

	Forest City B.U.G. Building, Inc.
	100
	

	11/24/1986
	NY
	Corporation

	Forest City Bluffside Corporation
	100
	

	3/8/1985
	OH
	Corporation

	Forest City Bruckner, Inc.
	100
	

	6/20/1995
	NY
	Corporation

	Forest City California Commercial Construction, Inc.
	100
	

	2/18/1988
	CA
	Corporation

	Forest City Cambridge, Inc.
	100
	

	3/5/1984
	OH
	Corporation

	Forest City Central Station, Inc.
	100
	

	6/12/1989
	OH
	Corporation

	Forest City Commercial Construction Co., Inc.
	100
	

	2/23/1987
	OH
	Corporation

	Forest City Commercial Group, Inc.
	100
	

	10/30/1997
	OH
	Corporation

	Forest City Commercial Group, LLC
	100
	

	10/2/2012
	DE
	Limited Liability Company

	Forest City Commercial Holdings, Inc.
	100
	

	3/24/1995
	NY
	Corporation

	Forest City Commercial Management, Inc.
	100
	

	2/1/1985
	OH
	Corporation

	Forest City Development California, Inc.
	100
	

	6/4/1986
	CA
	Corporation

	Forest City East Coast, Inc.
	100
	

	5/8/1989
	NY
	Corporation

	Forest City Ely, Inc.
	100
	

	3/11/1996
	NY
	Corporation

	Forest City Felix, Inc.
	100
	

	12/17/1996
	NY
	Corporation

	Forest City Finance Corporation
	100
	

	6/2/1988
	OH
	Corporation

	Forest City Flatbush, Inc.
	100
	

	3/25/1996
	NY
	Corporation

	Forest City Fulton Street Building, Inc.
	100
	

	3/14/1989
	NY
	Corporation

	Forest City Galaxy, Inc.
	100
	

	3/7/1994
	NV
	Corporation

	Forest City Grand Avenue, Inc.
	100
	

	6/26/1996
	NY
	Corporation

	Forest City Grant Liberty Associates
	99
	

	12/15/1983
	PA
	Limited Partnership

	Forest City Hunting Park, Inc.
	100
	

	3/14/1995
	PA
	Corporation

	Forest City International Plaza Corp.
	100
	

	9/2/1981
	OH
	Corporation









FCRPC Active Subs - January 31, 2013


	
						
	Subsidiary
	% Interest Directly Held by FCRPC
	Date Acquired
	Jurisdiction Code
	Entity Type

	Forest City Loan, LLC
	1
	

	3/1/2011
	DE
	Limited Liability Company

	Forest City LV Boulevard, Inc.
	100
	

	8/14/1996
	NV
	Corporation

	Forest City Mercy Campus, Inc.
	100
	

	6/21/2005
	OH
	Corporation

	Forest City Metrotech Corp.
	100
	

	9/30/1985
	OH
	Corporation

	Forest City N. Y., Inc.
	100
	

	3/9/1989
	NY
	Corporation

	Forest City N.Y. Group, Inc.
	100
	

	7/22/1998
	NY
	Corporation

	Forest City New York Member, LLC
	100
	

	11/19/2012
	NY
	Limited Liability Company

	Forest City Park Manor, Inc.
	100
	

	11/18/1987
	OH
	Corporation

	Forest City Peripheral Land, Inc.
	100
	

	8/24/1989
	DE
	Corporation

	Forest City Pierrepont, Inc.
	100
	

	6/25/1985
	NY
	Corporation

	Forest City Pittsburgh Land, Inc.
	100
	

	8/24/1989
	DE
	Corporation

	Forest City Residential Group, Inc.
	100
	

	3/5/1997
	OH
	Corporation

	Forest City Residential Group, LLC
	100
	

	10/1/2012
	DE
	Limited Liability Company

	Forest City Richmond, Inc.
	100
	

	5/7/1996
	NY
	Corporation

	Forest City Robinson Mall, Inc.
	100
	

	8/24/1989
	DE
	Corporation

	Forest City S.I.A.C. Building, Inc.
	100
	

	11/24/1986
	NY
	Corporation

	Forest City San Vicente Corp.
	100
	

	6/5/1979
	OH
	Corporation

	Forest City Security Services, LLC
	100
	

	10/25/2011
	DE
	Limited Liability Company

	Forest City Sound View Associates
	99
	

	1/16/1979
	CT
	Limited Partnership

	Forest City Station Square, Inc.
	100
	

	5/19/1994
	PA
	Corporation

	Forest City Sustainable Resources, LLC
	100
	

	11/10/2009
	OH
	Limited Liability Company

	Forest City Tech Place, Inc.
	100
	

	3/1/1993
	NY
	Corporation

	Forest City Texas, Inc.
	100
	

	3/18/2011
	DE
	Corporation

	Forest City Tilden, Inc.
	100
	

	7/7/1993
	NY
	Corporation

	Forest City University Park Food Services, Inc.
	100
	

	6/2/1992
	OH
	Corporation

	Forest City Waring, Inc.
	100
	

	3/7/1996
	NY
	Corporation

	Forest City Washington, Inc.
	100
	

	6/13/2002
	DC
	Corporation

	Franklin Town Towers Associates
	99
	

	5/21/1997
	PA
	Limited Partnership

	Garfield Mall Associates
	75
	

	 
	OH
	General Partnership

	GG Natural Gas, LLC
	50
	

	1/24/2008
	OH
	Limited Liability Company

	HAI/FCD Partnership
	99
	

	1/1/1978
	CA
	General Partnership

	Halle Garage Investments, LLC
	100
	

	7/31/2009
	OH
	Limited Liability Company

	Halle Investments, LLC
	100
	

	7/20/2009
	OH
	Limited Liability Company

	In Town Hotels, Inc.
	100
	

	1/31/1980
	OH
	Corporation

	In Town Parking, Inc.
	100
	

	4/13/1982
	OH
	Corporation

	In Town Shopping Center, Inc.
	100
	

	6/2/1981
	OH
	Corporation









FCRPC Active Subs - January 31, 2013


	
						
	Subsidiary
	% Interest Directly Held by FCRPC
	Date Acquired
	Jurisdiction Code
	Entity Type

	Independence Place Associates, L.L.C.
	50
	

	5/12/1999
	OH
	Limited Liability Company

	Manhattan Mall Company, LLC
	98
	

	11/1/2001
	KS
	General Partnership

	New Liberty Center Partnership
	50
	

	8/15/2012
	PA
	Limited Partnership

	Oracle-Wetmore Co. Limited Partnership
	1.19
	

	1/1/1978
	AZ
	Limited Partnership

	Playhouse Square Investment, Inc.
	100
	

	12/17/1980
	OH
	Corporation

	Post Office Building Co.
	78
	

	9/12/1983
	OH
	Corporation

	RM Member, LLC
	80
	

	12/13/2004
	CA
	Limited Liability Company

	Rolling Acres Properties Co. Limited Partnership
	27.57
	

	6/14/2007
	OH
	Limited Partnership

	T.C. Avenue, Inc. F/K/A F.C. Parklabrea Towers, Inc.
	100
	

	7/16/1986
	OH
	Corporation

	Terminal Investments, Inc.
	100
	

	10/19/1982
	OH
	Corporation

	Tower City Expansion, Inc.
	100
	

	10/25/1991
	OH
	Corporation

	Tower City Hotel Associates Limited Partnership
	95
	

	9/22/2005
	DE
	Limited Partnership

	Tower City Land Corporation
	100
	

	12/4/1985
	OH
	Corporation

	Tower City Properties Ltd.
	50
	

	3/24/1980
	OH
	Limited Partnership

	Tower City Riverview Company
	100
	

	10/6/1989
	OH
	Corporation

	Tower City Skylight Tower, Inc.
	100
	

	3/17/1989
	OH
	Corporation

	Tower Energy, Inc.
	100
	

	4/28/1989
	OH
	Corporation

	Tower Hotels, Inc.
	100
	

	7/29/1983
	OH
	Corporation

	Tusar, Inc.
	100
	

	2/22/1978
	OH
	Corporation

	WBA Woodlake, L.L.C.
	99
	

	7/27/1998
	MI
	Limited Liability Company

	Whiteacres Loan Acquisition, LLC
	100
	

	7/13/2012
	DE
	Limited Liability Company















	
					
	PLEDGE AGREEMENT - EXHIBIT B

	Property List - 1/15/13 **

	 
	 
	 
	 
	 

	COMMERCIAL GROUP
	 
	 
	 
	 

	OFFICE BUILDINGS
	 
	 
	 
	 

	 
	Fee Owner or Ground Lessee
	FCRPC Subsidiary
	Location
	State

	Consolidated Office Buildings
	 
	 
	 
	 

	2 Hanson Place
	FC Hanson Office Associates, LLC
	F.C. Member, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	3055 Roslyn (formerly Stapleton Medical Office Building)
	FC Stapleton III, LLC
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	4930 Oakton a/k/a Resurrection Health Care Building
	FC 4930 Oakton LLC
	Forest City Commercial Group, Inc.
	Skokie, IL
	IL

	Ballston Common Office Center
	Ballston Office Center, LLC
	Chapel Hill Apartments, Ltd.
	Arlington, VA
	VA

	Colorado Studios
	FC Stapleton III, LLC
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	Commerce Court
	Commerce Court, LLC
	Forest City N.Y. Group, Inc.
	Pittsburg, PA
	PA

	Edgeworth Building
	FC Edgeworth Lessor, LLC
	Forest City Commercial Group, Inc.
	Richmond, VA
	VA

	Eleven MetroTech Center
	Forest City Tech Place Associates II, LLC
	Forest City Tech Place, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	Fifteen MetroTech Center
	Forest City Myrtle Associates, LLC
	F.C. Member Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	Halle Building
	a) Halle Office Building Limited Partnership, (b) S & R Playhouse Realty Company
	(a) FC LH (b) Halle Investments LLC and Playhouse Square Investment, Inc.
	Cleveland, OH
	OH

	Harlem Center
	Harlem Center Office, LLC
	Forest City Master Associates III, LLC* and Forest City Commercial Holdings, Inc.
	Manhattan, NY
	NY

	Higbee  Building
	Forest Bay Tower City, LLC
	Forest Bay, Inc.
	Cleveland, OH
	OH

	Illinois Science and Technology Park
	 
	 
	 
	 

	- Building A
	FC 4901 Searle, LLC
	Forest City Commercial Group, Inc.
	Skokie, IL
	IL

	- Building J
	FC Skokie SPE, LLC
	Forest City Commercial Group, Inc.
	Skokie, IL
	IL

	- Building P
	FC Skokie SPE, LLC
	Forest City Commercial Group, Inc.
	Skokie, IL
	IL

	- Building Q
	FC Skokie SPE, LLC
	Forest City Commercial Group, Inc.
	Skokie, IL
	IL

	Johns Hopkins - 855 North Wolfe Street
	855 N. WOLFE STREET, LLC
	Forest City Commercial Group, Inc.
	East Baltimore, MD
	MD

	New York Times
	FC Eighth Ave., LLC
	Forest City N.Y. Group, Inc. and FC 8 South, Inc.
	Manhattan, NY
	NY

	Nine MetroTech Center North
	FC Flatbush Associates II, LLC
	Forest City Flatbush, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	One MetroTech Center
	Forest City Jay Street Associates, L.P.
	Forest City B.U.G. Building, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	One Pierrepont Plaza
	Forest City Pierrepont Associates
	Forest City Pierrepont, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	Post Office Plaza
	Post Office Plaza Limited Partnership
	Forest City Commercial Group, Inc.
	Cleveland, OH
	OH

	Richmond Office Park
	(a) FC Richmond I, LLC, (b) FC Richmond II, LLC, (c) Highland II, L.L.C., and (d) Hillcrest Investments, LLC
	(a) Canton Centre Mall Limited Partnership, (b) F.C. Fireland, Inc., (c) F.C. Fireland, Inc. and (d) Canton Centre Mall Limited Partnership
	Richmond, VA
	VA

	Skylight Office Tower
	Skylight Office Tower SPE, LLC
	Forest City Skylight Tower, Inc.
	Cleveland, OH
	OH

	Ten MetroTech Center
	625 Fulton Associates, LLC
	Forest City Fulton Street Building, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	Terminal Tower
	Terminal Tower SPE, LLC
	Terminal Investments, Inc.
	Cleveland, OH
	OH

	Twelve MetroTech Center
	330 Jay Office Associates, LLC
	Forest City Commercial Holdings, Inc.
	Brooklyn, NY
	NY

	Two MetroTech Center
	Forest City Bridge Street Associates II, LLC
	Forest City S.I.A.C. Building, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	University of Pennsylvania
	PB 31st Street, LLC
	Forest City Equity Services, Inc.
	Philadelphia, PA
	PA

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	Unconsolidated Office Buildings
	 
	 
	 
	 

	35 Landsdowne Street
	UP 35 Landsdowne, LLC
	Forest City Commercial Group, Inc.
	Cambridge, MA
	MA

	350 Massachusetts Ave
	University Park Phase II Limited Partnership
	FC University Park II, Inc.
	Cambridge, MA
	MA

	40 Landsdowne Street
	Forest City 40 Landsdowne, LLC
	Forest City Commercial Group, Inc.
	Cambridge, MA
	MA

	45/75 Sidney Street
	UP 45/75 Sidney, LLC
	Forest City Commercial Group, Inc.
	Cambridge, MA
	MA

	65/80 Landsdowne Street
	UP 65/80 Landsowne, LLC
	Forest City Commercial Group, Inc.
	Cambridge, MA
	MA

	818 Mission Street
	(a) FC 816-818 Mission Street LLC (b) Westfield 816-818 Mission Street, LLC
	(a) Forest City Rental Properties Corporation
	San Francisco, CA
	CA

	88 Sidney Street
	Forest City 88 Sidney Street, LLC
	Forest City Commercial Group, Inc.
	Cambridge, MA
	MA

	Bulletin Building
	Bulletin Building Owner, LLC
	Forest City Commercial Group, Inc.
	San Francisco, CA
	CA

	Clark Building
	Thirty-Eight Sidney Street Limited Partnership
	Forest City Commercial Group, Inc.
	Cambridge, MA
	MA

	Enterprise Place
	Enterprise Operating Co., LLC
	Forest City Commercial Group, Inc.
	Beachwood, OH
	OH

	Jackson Building
	UP 26 Landsdowne, LLC
	Forest City Commercial Group, Inc.
	Cambridge, MA
	MA

	Liberty Center
	Liberty Center Venture
	Forest City Grant Liberty Associates and F.C. Liberty, Inc.
	Pittsburgh, PA
	PA

	Mesa del Sol - 5600 University SE (formerly Advent Solar)
	MDelS, LLC
	Forest City Commercial Group, Inc.
	Albuquerque, NM
	NM

	Mesa del Sol - Aperture Center (Town Center)
	Mesa-Towncenter Building  #1, LLC
	Forest City Commercial Group, Inc.
	Albuquerque, NM
	NM

	Mesa del Sol  - Fidelity
	Mesa-Innovation Park Building 2, LLC
	Forest City Commercial Group, Inc.
	Albuquerque, NM
	NM

	Richards Building
	UP 64 Sidney Street, LLC
	Forest City Commercial Group, Inc.
	Cambridge, MA
	MA

	Signature Square I
	Signature Square SPE, LLC
	Forest City Commercial Group, Inc.
	Beachwood, OH
	OH

	Signature Square II
	Signature Square SPE, LLC
	Forest City Commercial Group, Inc.
	Beachwood, OH
	OH

	 
	 
	 
	 
	 











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	COMMERCIAL GROUP
	 
	 
	 
	 

	RETAIL CENTERS
	 
	 
	 
	 

	 
	Fee Owner or Ground Lessee
	FCRPC Subsidiary
	Location
	State

	Consolidated Regional Malls
	 
	 
	 
	 

	Antelope Valley Mall
	Antelope Valley Mall, LLC
	Forest City Antelope Valley, Inc.
	Palmdale, CA
	CA

	Ballston Common Mall
	FC Ballston Common, LLC
	Ballston Development Corporation
	Arlington, VA
	VA

	Galleria at Sunset
	BPC Henderson, LLC
	Forest City N.Y. Group, Inc.
	Henderson, NV
	NV

	Mall at Robinson
	Robinson Mall - JCP Associates, LTD.
	Forest City Robinson Mall, Inc.
	Pittsburgh, PA
	PA

	Northfield at Stapleton
	Stapleton North Town, LLC
	WBA Woodlake, L.L.C. and Forest City Residential Group, Inc.
	Denver, CO
	CO

	Orchard Town Center
	FC Orchard Town Center, Inc.
	Forest City Commercial Group, Inc.
	Westminster, CO
	CO

	Promenade Bolingbrook
	(a) FC Janes Park, LLC, (b) Forest City Bolingbrook, LLC. (c) FC Bolingbrook, Inc.
	(a) FC Manhattan Inc. (b) Forest City Commercial Group, Inc. (c) Forest City Commercial Group, Inc.
	Bolingbrook, IL
	IL

	Promenade in Temecula
	Temecula Towne Center Associates, L.P.
	F.C. Temecula, Inc.
	Temecula, CA
	CA

	Ridge Hill
	FC Yonkers Associates, LLC
	F.C. Member, Inc.
	Yonkers, NY
	NY

	Shops at Wiregrass
	Goodforest LLC
	Forest City Commercial Group, Inc.
	Tampa, FL
	FL

	Short Pump Town Center
	Short Pump Town Center, LLC
	F.C. Short Pump Land Investment, Inc.
	Richmond, VA
	VA

	South Bay Galleria
	South Bay Center SPE, LLC
	Tusar, Inc. GP and Forest City Rental Properties Corporation LP
	Redondo Beach, CA
	CA

	Victoria Gardens
	(a) Victoria Garden Mall, LLC (b) Rancho BP, LLC
	(a) Chapel Hill Mall, Ltd (b) Forest City Commercial Group, Inc.
	Rancho Cucamonga, CA
	CA

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	Consolidated Specialty Retail Centers
	 
	 
	 

	Atlantic Center Site V
	FC Pacific Associates, LLC
	FC Pacific, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	Avenue at Tower City Center
	Tower City Avenue, LLC
	T.C. Avenue, Inc., Tower City Land Corp. and Tower City Properties Ltd.
	Cleveland, OH
	OH

	Brooklyn Commons
	FC Gowanus Associates, LLC
	F.C. Member, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	East 29th Avenue  Town Center
	Town Center Rental, LLC
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	Market at Tobacco Row
	Forest City Grocery, LLC
	Forest City Residential Group, Inc.
	Richmond, VA
	VA

	Quartermaster Plaza
	(a) FC Quartermaster Associates L.P. (b) FC Quartermaster Associates II, L.P. (c) FC Quartermaster Associates III, L.P.
	(a) Forest City Commercial Holdings, Inc. and *Forest City Commercial Holdings, Inc. (b) Forest City Commercial Holdings, Inc.  and Forest City Master Associates III, LLC* (c) Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Philadelphia, PA
	PA

	Station Square
	Forest City Station Square Associates, Freight House Operating Ltd. And Forest City Bessemer Court Associates
	(a) FC Pittsburgh Inc. and Forest City Station Square, Inc. (b) Forest City Commercial Group, Inc. (c) FC Pittsburgh, Inc. and Forest City Station Square, Inc.
	Pittsburgh, PA
	PA

	The Yards  - Boiler Maker +
	FC Boiler Maker, LLC
	Forest City Commercial Group, Inc.
	Washington
	DC

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	COMMERCIAL GROUP
	 
	 
	 
	 

	RETAIL CENTERS
	 
	 
	 
	 

	 
	Fee Owner or Ground Lessee
	FCRPC Subsidiary
	Location
	State

	Unconsolidated Regional Malls
	 
	 
	 
	 

	Boulevard Mall
	Boulevard Mall SPE, LLC
	FCRPC/Niasher, Inc. and Forest City Rental Properties Corporation
	Amherst, NY
	NY

	Charleston Town Center
	Charleston Town Center SPE, LLC
	In Town Shopping Center, Inc.
	Charleston, WV
	WV

	Mall at Stonecrest
	Stonecrest Mall SPE, LLC
	F.C. Stonecrest Mall, Inc.
	Atlanta, GA
	GA

	San Francisco Centre
	Emporium Mall LLC
	Forest City Commercial Group, Inc.
	San Francisco, CA
	CA

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	Unconsolidated Specialty Retail Centers
	 
	 
	 

	42nd Street
	FC 42nd Street Associates, L.P.
	Forest City Commercial Holdings, Inc., Forest City 42nd Street, Inc. and Forest City Master Associates III, LLC*
	Manhattan, NY
	NY

	Atlantic Center
	Atlantic Center Fort Greene Associates, L.P.
	Atlantic Center Fort Greene, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	Atlantic Terminal
	FC Hanson Associates, LLC
	FC Member, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	Bruckner Boulevard
	FC Bruckner Associates, L.P.
	Forest City Bruckner, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Bronx, NY
	NY

	Columbia Park Center
	FC/Treeco Columbia Park, LLC
	F.C. Member, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	North Bergen, NJ
	NJ

	Court Street
	FC Court Street Associates, LLC
	F.C. Member, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Brooklyn, NY
	NY

	Eastchester
	FC Castle Center Associates II, LLC
	F.C. Member Inc., Forest City Commercial Holdings, Inc. and *Forest City Commercial Holdings, Inc.
	Bronx, NY
	NY

	East River Plaza
	Tiago Holdings, LLC
	F.C. Member, Inc.
	Manhattan, NY
	NY

	Forest Avenue
	FC Forest Avenue Associates, LLC
	FC Member Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Staten Island, NY
	NY

	Golden Gate
	Golden Gate Shopping Center LTD
	Golden Gate Shopping Center, Ltd.
	Mayfield Hts., OH
	OH

	Gun Hill Road
	(a) FC Ely Associates, L.P. (b) FC Waring Associates, L.P.
	(a) Forest City Ely Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC* (b) Forest City Waring Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Bronx, NY
	NY

	Harlem Center
	Harlem Center, LLC
	Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Manhattan, NY
	NY

	Kaufman Studios
	FC Steinway Street Associates II, LLC
	F.C. Member Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Queens, NY
	NY

	Marketplace at Riverpark
	CCRP, a California limited partnership
	Forest City Commercial Group, Inc.
	Fresno, CA
	CA

	Northern Boulevard
	FC Northern Associates II, LLC
	FC Northern Boulevard, Inc., Forest City Commercial Holdings, Inc. and Forest City Master Associates III, LLC*
	Queens, NY
	NY

	Plaza at Robinson Town Center
	Park Associates
	Forest City Park Manor, Inc.
	Pittsburgh, PA
	PA











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	Queens Place
	FC Queens Place Associates, LLC
	Forest City Bluffside Corporation, Forest City Residential Group, Inc. and Forest City Master Associates III, LLC*
	Queens, NY
	NY

	Richmond Avenue
	FC Richmond Associates, L.P.
	Forest City Richmond Inc., Forest City Commercial Holdings, and Forest City Master Associates III, LLC*
	Staten Island, NY
	NY

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	COMMERCIAL GROUP
	 
	 
	 
	 

	HOTELS
	 
	 
	 
	 

	 
	Fee Owner or Ground Lessee
	FCRPC Subsidiary
	Location
	State

	 
	 
	 
	 
	 

	Consolidated Hotels
	 
	 
	 
	 

	Sheraton Station Square
	Forest City San Vincente Corp.
	Forest City San Vincente Corp.
	Pittsburgh, PA
	PA

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	Unconsolidated Hotels
	 
	 
	 
	 

	Westin Convention Center
	Liberty Center Venture
	F.C. Liberty Inc.
	Pittsburgh, PA
	PA

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	RESIDENTIAL GROUP
	 
	 
	 
	 

	APARTMENTS
	 
	 
	 
	 

	 
	Fee Owner or Ground Lessee
	FCRPC Subsidiary
	Location
	State

	Consolidated Apartments
	 
	 
	 
	 

	Aster Northfield Apartments
	FCS Residential III, LLC
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	100 Landsdowne Street
	FC 100 Landsdowne Street, LLC
	Forest City Residential Group, Inc.
	Cambridge, MA
	MA

	1251 S. Michigan
	FC Central Station Senior, LLC
	Forest City Central Station, Inc. and Forest City Residential Group, Inc.
	Chicago, IL
	IL

	American Cigar Company
	F.C. Philip Morris L.P.
	Forest City Residential Group, Inc.
	Richmond, VA
	VA

	Ashton Mill
	FC Ashton Mill Lessor, LLC
	Forest City Residential Group, Inc.
	Cumberland, RI
	RI

	Botanica II
	Botanica II, LLC
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	Brookview Place
	Brookview Place Associates, Ltd.
	Forest City Residential Group, Inc.
	Dayton, OH
	OH

	Cameron Kinney
	FC Cameron Kinney, LLC
	Forest City Residential Group, Inc.
	Richmond, VA
	VA

	Cedar Place
	Cedarplace Associates Limited Partnership
	Forest City Residential Group, Inc.
	Lansing, MI
	MI

	Consolidated-Carolina
	F.C. Consolidated Lessor, L.L.C.
	Forest City Residential Group, Inc.
	Richmond, VA
	VA

	Cutter's Ridge at Tobacco Row
	Tobacco Row TownHouses, LLC, F/K/A Tobacco Row Land II, LLC
	Forest City Residential Group, Inc.
	Richmond, VA
	VA

	Drake
	F.C. Drake Associates, L.P.
	Forest City Residential Group, Inc.
	Philadelphia, PA
	PA

	Eastbridge (a/k/a Botanica Eastbridge)
	FCS Residential II, LLC
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	Easthaven at the Village
	Village Green of Beachwood Limited Partnership
	Forest City Residential Group, Inc.
	Beachwood, OH
	OH

	Foundry Lofts
	SEFC 160, LLC
	Forest City Residential Group, Inc.
	Washington , D.C.
	DC

	Grand Lowry Lofts
	National Grand Lowry Lofts Associates, LP
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	Hamel Mill Lofts
	FC HH F/K/A FC Haverhill, LLC
	Forest City Residential Group, Inc.
	Haverhill, MA
	MA

	Heritage
	FC Cortez Hill Associates, L.P.
	Forest City Residential Group, Inc.
	San Diego, CA
	CA

	Independence Place I
	Independence Place Associates, L.L.C.
	Forest City Rental Properties Corporation
	Parma Hts., OH
	OH

	Independence Place II
	Parmatown Woods, LTD
	Forest City Residential Group, Inc.
	Parma Hts., OH
	OH

	Kennedy Biscuit Lofts
	Kennedy Lofts Associates Limited Partnership
	Forest City Residential Group, Inc.
	Cambridge, MA
	MA

	Knolls
	F.C. Orange Associates, L.P.
	Forest City Residential Group, Inc.
	Orange, CA
	CA

	Loft 23
	FC 23 Sidney Street LLC
	Forest City Residential Group, Inc.
	Cambridge, MA
	MA

	Lofts at 1835 Arch
	FC Bell Associates, L.P.
	Forest City Residential Group, Inc.
	Philadelphia, PA
	PA

	Lucky Strike
	FC Lucky Strike Lessor, LLC
	Forest City Residential Group, Inc.
	Richmond, VA
	VA

	Mercantile Place on Main (formerly Dallas Mercantile)
	FC Merc Complex, L.P.
	Forest City Residential Group, Inc.
	Dallas, TX
	TX

	Metro 417
	FC Subway Terminal Lessor, L.P.
	Forest City Residential Group, Inc.
	Los Angeles, CA
	CA

	Metropolitan
	Forest City Southpark Two, Inc.
	Forest City Residential Group, Inc.
	Los Angeles, CA
	CA

	Midtown Towers
	F.C. Midtown, LLC
	Forest City Residential Group, Inc.
	Parma, OH
	OH

	Millender Center
	Millender Center Associates Limited Partnership
	Forest City Residential Group, Inc.
	Detroit, MI
	MI

	Museum Towers
	Franklin Town Towers Associates
	Forest City Residential Group, Inc.
	Philadelphia, PA
	PA











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	North Church Towers - Bldg. I
	North Church Towers I, LLC
	Forest City Residential Group, Inc.
	Parma Hts., OH
	OH

	North Church Towers - Bldg. II
	North Church Towers II, LLC
	Forest City Residential Group, Inc.
	Parma Hts., OH
	OH

	One Franklintown
	Forest City Franklin Town Corp.
	Forest City Residential Group, Inc.
	Philadelphia, PA
	PA

	Parmatown Towers and Gardens
	F.C. Parmatown Associates, L.P.
	Forest City Residential Group, Inc.
	Parma, OH
	OH

	Pavilion
	F.C. Harris Pavilion Apartments Limited Partnership
	Forest City Residential Group, Inc.
	Chicago, IL
	IL

	Perrytown
	Perrytown Place Associates
	Forest City Residential Group, Inc.
	Pittsburgh, PA
	PA

	Presidio Landmark
	FC Presidio PHSH Lessor, LLC
	Forest City Residential Group, Inc.
	San Francisco, CA
	CA

	Queenswood
	Queenswood Associates, L.P.
	Forest City Residential Group, Inc. and Forest City Master Associates III, LLC*
	Corona, NY
	NY

	Sky55
	FC Central Station Residential, LLC
	Forest City Central Station, Inc. and Forest City Residential Group, Inc.
	Chicago, IL
	IL

	The Aster Town Center
	FCS Residential I, LLC
	Forest City Residential Group, Ic.
	Denver, CO
	CO

	Town Center (Crescent Flats )
	FC 29th Avenue Town Center, LLC
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	Town Center (Botanica on the Green)
	FC 29th Avenue Town Center, LLC
	Forest City Residential Group, Inc.
	Denver, CO
	CO

	Wilson Building
	FC WP Building, LLC
	Forest City Residential Group, Inc.
	Dallas, TX
	TX

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	Consolidated Supported Living Apartments
	 
	 
	 
	 

	Forest Trace
	SG Forest Trace SPE, LLC
	Forest City Bluffside Corporation, Forest City Residential Group, Inc. and Forest City Master Associates III, LLC*
	Lauderhill, FL
	FL

	 
	 
	 
	 
	 











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	APARTMENTS (continued)
	 
	 
	 
	 

	 
	Fee Owner or Ground Lessee
	FCRPC Subsidiary
	Location
	State

	Unconsolidated Apartments
	 
	 
	 
	 

	8 Spruce Street (f/k/a Beekman)
	FC 8 Spruce Street Residential, LLC
	Forest City Tilden, Inc.
	Manhattan, NY
	NY

	Arbor Glen
	Twinsburg Residential Associates
	Forest City Residential Group, Inc.
	Twinsburg, OH
	OH

	Atlantic Yards B2 +
	Atlantic Yards B2 Owner, LLC
	F.C. Member, Inc. and Forest City Commercial Holdings, Inc.
	Brooklyn. NY
	NY

	Barrington Place
	Barrington Apartments, LLC
	Forest City Residential Group, Inc.
	Raleigh, NC
	NC

	Bayside Village
	Bayside Village Associates
	Forest City Residential Group, Inc.
	San Francisco, CA
	CA

	Big Creek
	Big Creek Apartments I, L.L.C., Big Creek Apartments II, LLC and Big Creek Apartments, Ltd.
	Forest City Residential Group, Inc.
	Parma Hts., OH
	OH

	Camelot
	Camelot Apartments, LLC
	Forest City Rental Properties Corporation
	Parma Hts., OH
	OH

	Cherry Tree
	Cherry Tree Village
	Forest City Residential Group, Inc.
	Strongsville, OH
	OH

	Chestnut Lake
	Chestnut Lake Apartments Limited Partnership
	Forest City Rental Properties Corporation and Forest City Residential Group, Inc.
	Strongsville, OH
	OH

	Cobblestone Court Apartments
	(1) Cobblestone Court Apartments, LLC and (2) Cobblestone Court Apartments I, LLC
	Forest City Residential Group, Inc.
	Painesville,  OH
	OH

	Colonial Grand
	Colonial Grand, LLC
	Forest City Residential Group, Inc.
	Tampa, FL
	FL

	Coppertree
	Park Plaza Apartments, LLC
	Forest City Residential Group, Inc.
	Mayfield Hts., OH
	OH

	Deer Run
	Deer Run Apartments Limited
	Forest City Residential Group, Inc. and Forest City Rental Properties Corporation
	Twinsburg, OH
	OH

	DKLB BKLN (formerly 80 DeKalb)
	FC 80 DeKalb Associates, LLC
	Forest City Fulton Street Building, Inc. and Forest City Master Associates III, LLC*
	Brooklyn. NY
	NY

	Eaton Ridge
	Eaton Ridge, Ltd.
	Doesn't sit under Forest City Rental Properties Corporation
	Sagamore Hills, OH
	OH

	Fenimore Court
	Fenimore Limited Dividend Housing Association
	Forest City Residential Group, Inc.
	Detroit, MI
	MI

	Fort Lincoln II
	Fort Lincoln Senior Village II Limited Partnership
	Forest City Residential Group, Inc.
	Washington, D.C.
	DC

	Fort Lincoln III and IV
	Fort Lincoln Senior Village III Limited Partnership
	Forest City Rental Properties Corporation
	Washington, D.C.
	DC

	Grand
	Wisconsin Park Associates Limited Partnership
	Forest City Residential Group, Inc.
	North Bethesda, MD
	MD

	Hamptons
	FCRP-Hamptons, LLC
	Forest City Rental Properties Corporation
	Beachwood, OH
	OH

	Hunter’s Hollow
	Hunters Hollow Apartments, L.L.C.
	Forest City Residential Group, Inc.
	Strongsville, OH
	OH

	Legacy Arboretum
	Echo Forest, LLC
	Forest City Residential Group, Inc.
	Charlotte, NC
	NC

	Legacy Crossroads
	The Apartments at Crossroads, LLC
	Forest City Residential Group, Inc.
	Cary, NC
	NC

	Lenox Club
	Lenox Club Limited Partnership
	Forest City Residential Group, Inc.
	Arlington, VA
	VA

	Lenox Park
	F-C Harris Silver Spring Limited Partnership
	Forest City Residential Group, Inc.
	Silver Spring, MD
	MD

	Liberty Hills
	Liberty Hill Apartments I, Ltd.
	Forest City Rental Properties Corporation
	Solon, OH
	OH

	Newport Landing
	Newport Landing
	Forest City Residential Group, Inc.
	Coventry Township, OH
	OH

	Noble Towers
	Noble Towers Associates
	Forest City Residential Group, Inc.
	Pittsburgh, PA
	PA

	Parkwood Village
	Village in the Park
	Forest City Residential Group, Inc.
	Brunswick, OH
	OH

	Pine Ridge Valley
	(1) Pine Ridge Valley Apartments-East, LLC, (2) Pine Ridge Apartments Co., II, Ltd., (3) Pine Ridge Apartments Co. Limited Partnership and (4) Pine Ridge Valley Apartments, Building H, LLC
	(1) Forest City Rental Properties Corporation, (2) Forest City Rental Properties Corporation, (3) Forest City Rental Properties Corporation and (4) Forest City Rental Properties Corporation
	Willoughby Hills, OH
	OH

	Residences at University Park
	FC 91 Sidney Street, LLC
	Forest City Residential Group, Inc.
	Cambridge, MA
	MA











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	Settler's Landing at Greentree
	Settler's Landing at Greentree I, LLC and Settlers Landing at Greentree, LLC
	Forest City Residential Group, Inc.
	Streetsboro, OH
	OH

	Stratford Crossing
	Stratford Crossings, Ltd.
	Forest City Residential Group, Inc.
	Wadsworth, OH
	OH

	Surfside Towers
	Surfside Apartments, LLC
	Forest City Residential Group, Inc. and Forest City Rental Properties Corporation
	Eastlake, OH
	OH

	Sutton Landing
	Sutton Landing Apartments, Ltd.
	Forest City Residential Group, Inc.
	Brimfield, OH
	OH

	Tamarac
	Tamarac Apartments, LLC
	Forest City Residential Group, Inc.
	Willoughby, OH
	OH

	Uptown Apartments
	Uptown Housing Partners, LP
	Forest City Residential Group, Inc.
	Oakland, CA
	CA

	Westwood Reserve
	Center Towers, Ltd.
	Forest City Residential Group, Inc.
	Tampa, FL
	FL

	Woodgate / Evergreen Farms
	Olmsted Farms, Ltd.
	Forest City Residential Group, Inc.
	Olmsted Township, OH
	OH

	Worth Street
	FC Foley Square Associates, LLC
	Forest City Residential Group, Inc.
	Manhattan, NY
	NY

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	Fee Owner or Ground Lessee
	FCRPC Subsidiary
	Location
	State

	Unconsolidated Senior Housing Apartments
	 
	 
	 
	 

	Autumn Ridge
	Autumn Ridge Associate, LLC
	Forest City Residential Group, Inc.
	Sterling Heights, MI
	MI

	Bowin Place
	Bowin Place Associates Limited Dividend Housing Association Limited Partnership
	Forest City Residential Group, Inc.
	Detroit, MI
	MI

	Brookpark Place
	FC Brookpark Place LLC
	Forest City Residential Group, Inc. and Forest City Rental Properties Corporation
	Wheeling, WV
	WV

	Buckeye Towers
	Buckeye Towers, Ltd.
	Forest City Residential Group, Inc.
	New Boston, OH
	OH

	Burton Place
	Burton Elderly Limited Dividend Housing Association Limited Partnership
	Forest City Residential Group, Inc.
	Burton, MI
	MI

	Cambridge Towers
	Cambridge Tower Associates, LLC
	Forest City Residential Group, Inc.
	Detroit, MI
	MI

	Canton Towers
	Canton Towers, Ltd.
	Forest City Residential Group, Inc.
	Canton, OH
	OH

	Carl D. Perkins
	Douglas Towers, LTD
	Forest City Residential Group, Inc.
	Pikeville, KY
	KY

	Connellsville Towers
	Connellsville Associates
	Forest City Residential Group, Inc.
	Connellsville, PA
	PA

	Coraopolis Towers
	Coraopolis Towers
	Forest City Residential Group, Inc.
	Coraopolis, PA
	PA

	Donora Towers
	Donora Towers
	Forest City Residential Group, Inc.
	Donora, PA
	PA

	Farmington Place
	FC Farmington Place, LLC
	Forest City Residential Group, Inc. and Forest City Rental Properties Corporation
	Farmington, MI
	MI

	Frenchtown Place
	Frenchtown Place Associates Limited Dividend Housing Association
	Forest City Residential Group, Inc.
	Monroe, MI
	MI

	Glendora Gardens
	Glendora Gardens Associates
	Forest City Residential Group, Inc.
	Glendora, CA
	CA

	Grove
	Grove Associates
	Forest City Residential Group, Inc.
	Ontario, CA
	CA

	Lakeland
	Lakeland Place Associates Limited Dividend Housing Association Limited Partnership
	Forest City Residential Group, Inc.
	Waterford, MI
	MI

	Lima Towers
	Lima Towers, Ltd.
	Forest City Residential Group, Inc.
	Lima, OH
	OH

	Miramar Towers
	Miramar Towers, a California limited partnership
	Forest City Residential Group, Inc.
	Los Angeles, CA
	CA

	North Port Village
	North Port Associates Limited Dividend Housing Association
	Forest City Residential Group, Inc.
	Port Huron, MI
	MI

	Nu Ken Towers (Citizen's Plaza)
	New Kensington Towers Associates
	Forest City Residential Group, Inc.
	New Kensington, PA
	PA

	Oceanpointe Towers
	Ocean View Towers Associates Limited Partnership
	Forest City Residential Group, Inc.
	Long Branch, NJ
	NJ

	Panorama Towers
	HAI/FCD Partnership
	Forest City Rental Properties Corporation
	Panorama City, CA
	CA











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	Park Place Towers
	Park Place Tower Associates Limited Dividend Housing Association
	Forest City Residential Group, Inc.
	Mt. Clemens, MI
	MI

	Pine Grove Manor
	Pine Grove Manor Associates Limited Dividend Housing Association
	Forest City Residential Group, Inc.
	Muskegon Township, MI
	MI

	Plymouth Square
	FC Plymouth Square Village, LLC
	Forest City Residential Group, Inc.
	Detroit, MI
	MI

	Potomac  Heights Village
	Potomac Village Associates Limited Partnership
	Forest City Residential Group, Inc.
	Keyser, WV
	WV

	Riverside Towers
	Riverside Towers, Ltd.
	Forest City Residential Group, Inc.
	Coshocton, OH
	OH

	Shippan Avenue
	Forest City Sound View Associates
	Forest City Residential Group, Inc. and Forest City Rental Properties Corporation
	Stamford, CT
	CT

	St. Mary's Villa
	St. Mary's Villa Associates
	Forest City Residential Group, Inc.
	Newark, NJ
	NJ

	The Springs
	La Mesa Springs Associates, a California Limited Partnership
	Forest City Residential Group, Inc.
	La Mesa, CA
	CA

	Tower 43
	Kent Tower 43 Associates, Ltd.
	Forest City Residential Group, Inc.
	Kent, OH
	OH

	Towne Centre Place
	Towne Center Place Associates Limited Dividend Housing Association
	Forest City Residential Group, Inc.
	Ypsilanti, MI
	MI

	Village Center
	Village Center Associates Limited Dividend Housing Association
	Forest City Residential Group, Inc.
	Detroit, MI
	MI

	Village Square
	FC Village Square LLC
	Forest City Residential Group, Inc. and Forest City Rental Properties Corporation
	Williamsville, NY
	NY

	Ziegler Place
	FC Ziegler Place, LLC
	Forest City Rental Properties Corporation/Forest City Residential Group, Inc.
	Livonia, MI
	MI

	 
	 
	 
	 
	 

	Unconsolidated Military Housing
	 
	 
	 
	 

	Air Force Academy
	Air Force Academy Military Communities, LLC
	Forest City Residential Group, Inc.
	Colorado Springs, CO
	CO

	Midwest Millington
	Midwest Family Housing, LLC
	Forest City Residential Group, Inc.
	Memphis, TN
	TN

	Navy Midwest
	Midwest Military Communities, LLC
	Forest City Residential Group, Inc.
	Chicago, IL
	IL

	Ohana Military Communities, Hawaii Increment I
	Ohana Military Communities, LLC
	Forest City Residential Group, Inc.
	Honolulu, HI
	HI

	Ohana Military Communities, Hawaii Increment II
	Ohana Military Communities, LLC
	Forest City Residential Group, Inc.
	Honolulu, HI
	HI

	Ohana Military Communities, Hawaii Increment III
	Ohana Military Communities, LLC
	Forest City Residential Group, Inc.
	Honolulu, HI
	HI

	Ohana Military Communities, Hawaii Increment IV
	Ohana Military Communities, LLC
	Forest City Residential Group, Inc.
	Kaneohe, HI
	HI

	Pacific Northwest Communities
	Pacific Northwest Communities, LLC
	Forest City Residential Group, Inc.
	Seattle, WA
	WA

	Southern Group - Arnold Air Force Base
	Southern Group Military Communities, LLC
	Forest City Residential Group, Inc.
	Tullahoma
	TN

	Southern Group - Joint Base Charleston
	Southern Group Military Communities, LLC
	Forest City Residential Group, Inc.
	Charleston
	SC

	Southern Group - Kessler Air Force Base
	Southern Group Military Communities, LLC
	Forest City Residential Group, Inc.
	Biloxi
	MS

	Southern Group - Shaw Air force Base
	Southern Group Military Communities, LLC
	Forest City Residential Group, Inc.
	Sumter
	SC

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 











	
					
	PLEDGE AGREEMENT - EXHIBIT B

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 + Property under construction as of January 15, 2013.
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	*Forest City Master Associates, LLC ("Master III") holds an interest in the property.  Master III has Class A Common Units held by Bruce C. Ratner or affiliates of Bruce C. Ratner and Class B Common Units held by affiliates of Forest City Rental Properties Corporation.  Forest City Commercial Holdings, Inc., a subsidiary of Forest City Rental Properties Corporation, is the largest holder of Class B Common Units and the managing member of Master III.

	**Schedule updated on an annual basis.  The next update will be on 1/31/13.