0001299933-06-004510 Sample Contracts

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 30th, 2006 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 30th day of June, 2006, by and among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), NATIONAL CITY BANK, as Syndication Agent (the “Syndication Agent” and, together with the Administrative Agent, the “Agents”), BANK OF AMERICA, N.A. and LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, 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 given to them in the Credit Agreement, as hereinafter defined.

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THIRD AMENDMENT TO GUARANTY OF PAYMENT OF DEBT
Forest City Enterprises Inc • June 30th, 2006 • Operators of nonresidential buildings

This THIRD AMENDMENT TO GUARANTY OF PAYMENT OF DEBT (this “Third Amendment to Guaranty”) is made and entered into as of this 30th day of June, 2006, by and among FOREST CITY ENTERPRISES, INC., an Ohio corporation (the “Guarantor”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), NATIONAL CITY BANK, as Syndication Agent (the “Syndication Agent” and, together with the Administrative Agent, the “Agents”), BANK OF AMERICA, N.A. and LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, 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 given to them in the Guaranty, as hereinafter defined.

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