STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made this 7th day of May, 1997, by and between FOREST
CITY ENTERPRISES, INC., an Ohio corporation with its offices at 00000 Xxxxxxxxx
Xxxx, Xxxxxxxxx, Xxxx 00000 (herein called "FCE") and XXXXXXX XXXXXX, XXXXX
XXXXXX, and XXXXXXXXX XXXXXX, x/x Xxxx X. Xxxxxxxx, Xxx., Xxxxx 0000, Xxxxxxxx
Xxxx Center, 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxx 00000, (herein referred to
collectively as "Shareholders" and individually as "Shareholder").
W I T N E S S E T H:
WHEREAS, Shareholders are the owners and holders of record of an
aggregate of 77,700 shares of Class A Common Stock of FCE, each Shareholder
being the owner and holder of record of 25,900 shares of Class A Common Stock of
FCE (the "Shares").
WHEREAS, the parties desire that FCE purchase from each of the
Shareholders and each of the Shareholders sell to FCE the Shares owned by each
upon the following terms and conditions:
THEREFORE, the parties hereto, for and upon the mutual covenants and
considerations hereinafter set forth, agree as follows.
(1) Each Shareholder shall sell to FCE and FCE shall purchase from each
Shareholder the 25,900 Shares owned and held of record by each Shareholder for a
purchase price calculated as follows:
(i) $36.50 per Share plus
(ii) interest at the rate of 6.6923% per annum (based upon a 360 day
year) from May 7, 1997 until the Closing Date, less
(iii) any dividends paid per Share between May 7, 1997 and the
Closing Date.
(2) FCE shall pay the purchase price in immediately collectible funds
to each Shareholder on August 18, 1997 (the "Closing Date") as directed in
writing by each Shareholder, at which time each Shareholder will deliver the
Shares endorsed in blank for transfer, free and clear of all encumbrances.
(3) Each Shareholder represents and warrants that he/she is the owner,
free and clear of any encumbrances, of all the Shares sold and delivered by
him/her hereunder.
(4) FCE represents and warrants that the execution and delivery of this
agreement by it has been duly authorized by proper corporate action and it
constitutes a valid, binding, and enforceable obligation of FCE in accordance
with its terms.
(5) All representations and warranties made hereunder shall survive the
delivery of the Shares sold hereunder.
(6) All demands and notices given hereunder shall be sent by registered
mail addressed to FCE and to each Shareholder c/o Xxxx X. Xxxxxxxx, Esq., Xxxxx
& Xxxxxxxxx, National City Center, 0000 Xxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxx,
Xxxx 00000.
(7) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators and
permitted assigns.
(8) This Agreement cannot be assigned by any party without the written
consent of the other parties.
(9) At the request of FCE, the Shares shall be transferred into a custody
or other arrangement under instructions which will restrict any sale or transfer
of the Shares by the Shareholders except pursuant to this Agreement.
(10) This Agreement may be amended only by a written instrument signed by
all parties.
(11) This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have signed this instrument this
7th day of May, 1997.
FOREST CITY ENTERPRISES, INC. SHAREHOLDERS:
By__________________________ _________________________________
Xxxxxxx Xxxxxx
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Attests: Xxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx
