0001647509-16-000064 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 5th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York

SECOND AMENDMENT, dated as of May 4, 2016 (this “Agreement”), to the 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, 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 amended as of January 4, 2016 and as may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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CREDIT AGREEMENT Dated as of May 4, 2016 among
Credit Agreement • May 5th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 4, 2016, among FOREST CITY ENTERPRISES, L.P., a Delaware limited partnership (the “Borrower”), FOREST CITY REALTY TRUST, INC., a Maryland corporation (the “Parent”), and certain subsidiaries of the Parent from time to time party hereto as guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A. (together with its successors, “Bank of America”), as Administrative Agent.

Re: Forest City Enterprises Accordion Exercise
Credit Agreement • May 5th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts

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.

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