EXHIBIT 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDED AND
RESTATED GUARANTY OF PAYMENT OF DEBT (this "Second Amendment") is made and
entered into this 30th day of January, 2009, but shall be effective as of
January 30, 2009 (the "Effective Date"), by and among FOREST CITY RENTAL
PROPERTIES CORPORATION, an Ohio corporation (the "Borrower"), FOREST CITY
ENTERPRISES, INC., an Ohio corporation (the "Parent"), KEYBANK NATIONAL
ASSOCIATION, as Administrative Agent (the "Agent"), NATIONAL CITY BANK, as
Syndication Agent (the "Syndication Agent" and, together with the Agent, the
"Agents"), BANK OF AMERICA, N.A., as Documentation Agent, 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 Credit Agreement, as hereinafter defined.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agents have previously entered into
that certain Amended and Restated Credit Agreement, dated as of June 6, 2007
(the "Original Credit Agreement"), as amended by that certain First Amendment to
Amended and Restated Credit Agreement, dated as of September 10, 2008 and
effective as of July 31, 2008 (the Original Credit Agreement as so amended, the
"Credit Agreement"); and
WHEREAS, in connection with the Original Credit Agreement, the Parent made and
entered into that certain Amended and Restated Guaranty of Payment of Debt in
favor of the Agents and the Banks, dated as of June 6, 2007, as amended by that
certain First Amendment to Amended and Restated Guaranty of Payment of Debt,
dated as of September 10, 2008 and effective as of July 31, 2008 (as so amended,
the "Guaranty");
WHEREAS, the Borrower, the Parent, the Banks and the Agents desire to make
certain amendments to the Guaranty and the Credit Agreement to modify certain
provisions thereof, subject to the terms and conditions contained herein; and
WHEREAS, the Banks and the Agents are willing to enter into this Second
Amendment, on the terms and conditions set forth herein, and such terms and
conditions are agreeable to the Borrower and to the Parent.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars
($10.00), the mutual covenants and promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed as follows:
1. AMENDMENTS TO ARTICLE I OF THE CREDIT AGREEMENT. Article I of the Credit
Agreement shall be amended as follows:
(a) Amendment to Definition of "Base Rate". The definition of "Base Rate"
contained in Article I of the Credit Agreement shall be amended by deleting it
in its entirety and replacing it with the following:
"Base Rate" shall mean a rate per annum equal to the greatest of (a) that
interest rate established from time to time