EXHIBIT 10.2
AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT
OF
FOREST CITY ENTERPRISES, INC.
Dated as of June 6, 2007
TABLE OF CONTENTS
Page
1. DEFINITIONS
1
2. ACKNOWLEDGMENTS, CONSIDERATION
9
3. GUARANTY
10
4. REINSTATEMENT
10
5. WAIVERS
10
6. ADDITIONAL AGREEMENTS
11
7. REPRESENTATIONS AND WARRANTIES
12
8. NOTICES
13
9. COVENANTS
13
10. DEFAULT; REMEDIES
30
11. MISCELLANEOUS
32
12. JURY TRIAL WAIVER
33
13. NOTICES
33
14. CONSENT TO JURISDICTION
33
15. ENTIRE AGREEMENT
33
16. INDEPENDENCE OF COVENANTS
34
AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT
THIS AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT (this
"Guaranty") is made and issued by FOREST CITY ENTERPRISES, INC., an Ohio
corporation (the "Guarantor"), as of this 6th day of June, 2007, in order to
induce the Banks (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION, as
administrative agent for the Banks (the "Administrative Agent"), NATIONAL CITY
BANK, as syndication agent for the Banks (the "Syndication Agent" and together
with the Administrative Agent, the "Agents"), and BANK OF AMERICA, N.A., and
LASALLE BANK NATIONAL ASSOCIATION, as co-documentation agents, (the
"Co-Documentation Agents"), to enter into, and lend money pursuant to, a certain
Amended and Restated Credit Agreement of even date herewith (said Amended and
Restated Credit Agreement as it may be from time to time amended, restated, or
modified being herein called the "Agreement"), by and among the Banks, the
Agents, the Co-Documentation Agents and FOREST CITY RENTAL PROPERTIES
CORPORATION, a subsidiary of the Guarantor (the "Borrower").
WITNESSETH:
WHEREAS, the Guarantor previously executed a Guaranty of Payment of
Debt, dated as of March 22, 2004, in favor of the Banks (as hereinafter
defined)(as amended to the date hereof, the "Original Guaranty"); and
WHEREAS, Borrower, the Banks, the Agents and the Co-Documentation
Agents desire to amend and restate the Original Guaranty in its entirety as
hereinafter set forth; and
WHEREAS, in accordance with Section 13.02 of the Agreement, the
Agents, the Co-Documentation Agents and the Banks have consented to the
modifications to the Original Guaranty that are contained herein.
NOW, THEREFORE, the Original Guaranty is hereby amended and restated
as follows:
1. DEFINITIONS. As used in this Guaranty, the following terms shall
have the following meanings:
"Banks" shall mean each of the financing institutions that are party
to the Agreement as of the date of this Guaranty, any other bank(s) that may
become parties to the Agreement after the date hereof, and all successors and
assigns of any such bank; and "Bank" shall mean any one of the foregoing.
"Capital Stock" of any Person as used herein shall mean any and all
shares, interests, participations, or other equivalents (however designated) of
corporate stock or other equity participations or interests including, without
limitation, partnership interests,
whether general or limited, and membership interests, whether of managing or
non-managing members, of such Person.
"Cash Flow Coverage Ratio" shall mean, for any Test Period, the ratio
of (i) Consolidated Net Operating Cash Flow to (ii) Consolidated Corporate Debt
Service.
"Collateral" shall