FOREST CITY ENTERPRISES, INC. as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of October , 2009 3.625% Puttable Equity-Linked Senior Notes due 2014Forest City Enterprises Inc • October 2nd, 2009 • Operators of nonresidential buildings • New York
INDENTURE dated as of October ___, 2009 between Forest City Enterprises, Inc., an Ohio corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
EXCHANGE AGREEMENT (Unrestricted Notes)Exchange Agreement • October 2nd, 2009 • Forest City Enterprises Inc • Operators of nonresidential buildings
(including any other persons or entities exchanging Existing Notes hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange Agreement (the “Agreement”) with Forest City Enterprises, Inc., a Ohio corporation, (the “Company”) on , 2009 whereby the Holder will exchange (the “Exchange”) the Company’s 3.625% Puttable Equity-Linked Senior Notes due 2011 (the “Existing Notes”) for the Company’s new 3.625% Puttable Equity-Linked Senior Notes due 2014 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of , 2009 among the Company and Bank of New York Trust Company, N.A., as Trustee (the “Trustee”), as it may be supplemented or amended from time to time (the “Indenture”).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • October 2nd, 2009 • Forest City Enterprises Inc • Operators of nonresidential buildings
(including any other persons or entities purchasing Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Private Placement Purchase Agreement (the “Agreement”) with Forest City Enterprises, Inc., an Ohio corporation (the “Company”), on , 2009 whereby the Holder will purchase (the “Purchase”) a portion of the Company’s 3.625% Puttable Equity-Linked Senior Notes due 2014 (the “Notes”) that will be issued pursuant to the provisions of an Indenture dated as of , 2009 among the Company and Bank of New York Trust Company, N.A., as Trustee (the “Trustee”), as it may be supplemented or amended from time to time (the “Indenture”).
