EXHIBIT 4.1
FOREST CITY ENTERPRISES, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is
entered into as of March 12, 2002 by and among Forest City Enterprises, Inc.,
an Ohio corporation (the "COMPANY"), and those holders (individually, a "HOLDER"
and collectively, the "HOLDERS") of the Class A Common Stock of the Company set
forth on EXHIBIT A attached hereto. Capitalized terms used herein and not
defined in context will have the respective meanings given to them in SECTION 2.
AGREEMENT
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In consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. REGISTRATION
1.1 DEMAND REGISTRATION.
(a) Procedure. Subject to the conditions of this SECTION 1.1,
on one occasion following the date of this Agreement, the Holders of all of the
Registrable Securities may request that the Company register under the
Securities Act the resale of up to $60 million of the Registrable Securities
pursuant to a registration statement on Form S-3 or any successor form thereto
(together with all amendments, supplements and exhibits thereto, the
"REGISTRATION STATEMENT") to be filed with the SEC. In such event, the Company
will use reasonable efforts to file, as expeditiously as reasonably possible and
in any event within 180 days of the receipt of such request, the Registration
Statement under the Securities Act to register all Registrable Securities that
the Holders request to be registered.
(b) Underwritten Offerings. If the Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they will so advise the Company as a part of their request made
pursuant to this SECTION 1.1. The right of any Holder to registration pursuant
to this SECTION 1.1 will be conditioned upon such Holder's participation in the
underwriting arrangements required by this SECTION 1.1 and the inclusion of such
Holder's Registrable Securities in the underwriting, to the extent requested and
provided herein. The Company will (together with all Holders proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by the Company. If any Holder of Registrable Securities
disapproves of the terms of the underwriting, such Person may elect to withdraw
therefrom by written notice to the Company, the managing underwriter and the
remaining Holders. The Registrable Securities so withdrawn will also be
withdrawn from registration and will not be transferred prior to 180 days
following the effective date of such registration. Any such withdrawn
Registrable Securities will cease to be "Registrable Securities," and the Holder
thereof will not have any further rights pursuant to this Agreement.
(c) Limitations. The Company will not be required to effect a
registration of the Registrable Securities under the Securities Act or any
registration or qualification under state securities laws pursuant to this
SECTION 1.1:
(i) during the period beginning on the date on which the
Company gives notice to the Holders of its estimated date of filing of, and
ending on the date 180 days immediately following the effective date of, a
registration statement related to an underwritten public offering; PROVIDED that
the Company is actively employing in good faith all reasonable efforts to cause
such underwritten public offering to become effective;
(ii) if the Company determines reasonably and in good
faith that a Disadvantageous Condition exists, in which event the Company will
have the right to defer the filing of the Registration Statement; PROVIDED;
HOWEVER, that in no event may the Company defer filing hereunder for more than
two periods of up to 120 days each in any twelve month period; or
(iii) in any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration or qualification.
(d) Suspension. Notwithstanding anything to the contrary in
this SECTION 1.1, the Company may suspend, for up to 120 days in its sole
discretion, use of the Registration Statement if it has been declared effective
by the SEC at any time if the Company determines reasonably and in good faith
that a Disadvantageous Condition exists. In the event of a Disadvantageous
Condition, the Company will provide notice to the Holders of the Company's
determination that a Disadvantageous Condition exists. The Company shall use its
reasonable efforts to cause the period during which the Registration Statement
is to remain effective pursuant to SUBSECTION 1.3(a) to be extended by the
number of days of any such suspension on account of a Disadvantageous Condition.
1.2 EXPENSES OF REGISTRATION. Except as specifically provided
herein, all Registration Expenses (including Selling Expenses) incurred in
connection with any registration pursuant to SECTION 1.1 will be borne by the
Holders of the Registrable Securities so registered pro rata on the basis of the
number of shares so registered.
1.3 REGISTRATION PROCEDURES. Whenever required to effect the
registration of any Registrable Securities, the Company will, as expeditiously
as reasonably possible:
(a) Prepare and File Registration Statement. Prepare and file
with the SEC the Registration Statement and use reasonable efforts to cause the
Registration Statement to become effective, and use reasonable efforts to keep
the Registration Statement effective at all times until the earlier of (i) the
two-year anniversary of the date that the Registration Statement became
effective or (ii) the date on which each Holder shall have sold all of its
Registrable Securities covered by the Registration Statement;
(b) Amendments and Supplements. Prepare and file with the SEC
such amendments and supplements to the Registration Statement and the prospectus
used in
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connection with the Registration Statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by the Registration Statement for the period set forth in
paragraph (a) above;
(c) Furnish Registration Statement and Prospectus. Furnish to
the Holders participating in such registration and to the underwriters or agents
of the Holders, if any, such reasonable number of copies of the Registration
Statement and any preliminary or final prospectus, in conformity with the
requirements of the Securities Act, as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by such Holders;
(d) State Securities Laws. Use its reasonable best efforts to
register and qualify the securities covered by the Registration Statement under
such other securities or Blue Sky laws of such states or jurisdictions as is
reasonably requested by the Holders; PROVIDED, HOWEVER, that the Company will
not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such
states or jurisdictions where the Company is not currently so qualified or
registered;
(e) Underwriting Agreement. In the event of any underwritten
public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter(s) of such
offering;
(f) Notice of Changes. Notify each Holder of Registrable
Securities covered by the Registration Statement at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing and, at the request of such Holder, prepare and
furnish to such Holder a reasonable number of copies of a supplement or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of the securities covered by the Registration
Statement, such prospectus does not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statement therein not misleading or incomplete in light of the
circumstances then existing; and
(g) Listing on Securities Exchange. Use its reasonable efforts
to cause all such Registrable Securities registered hereunder to be listed on
The New York Stock Exchange or any other national securities exchange, or quoted
in a U.S. automated inter-dealer quotation system, as the case may be, on which
similar securities issued by the Company are then listed or quoted.
1.4 TERMINATION OF REGISTRATION RIGHTS. A Holder's registration
rights hereunder will expire at such time as all Registrable Securities held by
and issuable to such Holder may be sold under Rule 144 during any 90-day period
without being subject to the volume limitations contained therein.
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1.5 DELAY OF REGISTRATION; FURNISHING INFORMATION.
(a) Delay of Registration. No Holder has any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this SECTION 1.
(b) Furnishing Information. It is a condition precedent to the
obligations of the Company to take any action pursuant to SECTION 1.1 with
respect to Registrable Securities of a Holder that such Holder furnish to the
Company such information regarding such Holder, the Registrable Securities held
by such Holder and the intended method of disposition of such securities by such
Holder as is required to effect the registration of such Holder's Registrable
Securities.
1.6 INDEMNIFICATION. In the event any Registrable Securities are
included in the Registration Statement pursuant to SECTION 1.1:
(a) By the Company. To the extent permitted by law, the
Company will indemnify and hold harmless each Holder and each Person, if any,
who controls such Holder within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state securities law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (each, a "VIOLATION") by the Company:
(i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, or any preliminary or
final prospectus contained therein, or any amendment or supplement thereto;
(ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; or
(iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any state securities law or any rule or
regulation under any of them in connection with the offering covered by the
Registration Statement.
The Company will pay to each such Holder or controlling Person
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that the indemnity agreement contained in this SUBSECTION
1.6(a) will not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the written
consent of the Company, which consent will not be unreasonably withheld, nor
will the Company be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
Violation that occurs in reliance upon and in conformity with information
furnished expressly for use in connection with such registration by such Holder
or controlling Person of such Holder.
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(b) By Selling Holders. To the extent permitted by law, each
Holder will, if Registrable Securities held by such Holder are included in the
securities as to which such registration, qualifications or compliance is being
effected, indemnify and hold harmless the Company, each of its directors, its
officers and each Person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, and any
other Holder or other Person selling securities under the Registration Statement
or any of such other Holder's or any Person who controls such Holder or other
Person within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling Person
or other such Holder or controlling Person of such other Holder or other Person
may become subject under the Securities Act, the Exchange Act or other federal
or state securities law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished expressly by
such Holder for use in connection with such registration. Each such Holder will
pay any legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling Person or other Holder or controlling Person of
such other Holder or other Person in connection with investigating or defending
any such loss, claim, damage, liability or action if it is judicially determined
that there was such a Violation; PROVIDED, HOWEVER, that the indemnity agreement
contained in this SUBSECTION 1.6(b) will not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent will not be
unreasonably withheld; and PROVIDED FURTHER, that in no event will the total
amounts payable in indemnity by a Holder under this SUBSECTION 1.6(b) in respect
of any Violation exceed the net proceeds received by such Holder in the
registered offering out of which such Violation arises.
(c) Notice. Promptly after receipt by an indemnified party
under this SECTION 1.6 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this SECTION 1.6,
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party will have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel; PROVIDED,
HOWEVER, that an indemnified party (together with all other indemnified parties
that may be represented without conflict by the same counsel) will have the
right to retain one separate counsel, with the reasonable fees and expenses to
be paid by the indemnifying party, if representation of such indemnified party
by the counsel retained by the indemnifying party would be inappropriate due to
actual differing interests between such indemnified party and any other party
represented by such counsel in such proceeding and such differing interests are
confirmed in writing by legal counsel of the indemnified party or parties
seeking separate counsel. The failure of any indemnified party to give notice as
provided herein will not relieve the indemnifying party of its obligations under
this SECTION 1.6 unless the failure to give such notice is materially
prejudicial to any indemnifying party's ability to defend such action.
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(d) Defect Eliminated in Final Prospectus. The foregoing
indemnity agreements of the Company and Holders are subject to the condition
that, insofar as they relate to any Violation made in a preliminary prospectus
but eliminated or remedied in the amended prospectus on file with the SEC at the
time the Registration Statement becomes effective or the amended prospectus
filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such
indemnity agreement will not inure to the benefit of any Person if a copy of the
Final Prospectus was furnished to the indemnified party and was not furnished to
the Person asserting the loss, liability, claim or damage at or prior to the
time such action is required by the Securities Act.
(e) Contribution. If the indemnification provided for in this
SECTION 1.6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, will, to the extent permitted by applicable law,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the Violation(s) that resulted
in such loss, claim, damage or liability, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of
the indemnified party will be determined by a court of law by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. In any such case, (A) no such Holder will be
required to contribute any amount in excess of the net proceeds received by such
Holder in connection with the Registration Statement; and (B) no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
(f) Survival. The obligations of the Company and Holders under
this SECTION 1.6 will survive completion of any offering of Registrable
Securities in the Registration Statement and the termination of this Agreement.
No indemnifying party, in the defense of any such claim or litigation, will,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.
1.7 "MARKET STAND-OFF". In the event of an underwritten public
offering of the Company's Class A Common Stock (or other securities), each
Holder agrees that it will not sell, transfer, make any short sale of, grant any
option for the purchase of, or enter into any hedging or similar transaction
with the same economic effect as a sale, any Class A Common Stock (or other
securities) of the Company held by such Holder, whether or not pursuant to the
Registration Statement pursuant to SECTION 1.1, for a period specified by the
representative of the underwriters of Class A Common Stock (or other securities)
of the Company not to exceed
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the period starting with the filing with the SEC, and 180 days following the
effective date of, any registration statement related to such underwritten
public offering.
For purposes of this SECTION 1.7, the term "Company" includes
any wholly-owned subsidiary of the Company into which the Company merges or
consolidates. In order to enforce the foregoing covenant, the Company has the
right to place restrictive legends on the certificates representing the shares
subject to this SECTION 1.7 and to impose stop transfer instructions with
respect to the Registrable Securities and such other securities (and the
securities of the Company held by every other Person subject to the foregoing
restriction) until the end of such period. Each Holder will enter into any
agreement reasonably required by the underwriters to implement the foregoing
within any reasonable timeframe so requested. Each Holder will execute and
deliver such other agreements as may be reasonably requested by the Company or
the underwriter that are consistent with the foregoing or that are necessary to
give further effect thereto. In addition, if requested by the Company or the
representative of the underwriters of Class A Common Stock (or other securities)
of the Company, each Holder will provide, within ten days of such request, such
information as may be required by the Company or such representative in
connection with the completion of any public offering of the Company's
securities pursuant to a registration statement filed under the Securities Act.
The Company may impose stop-transfer instructions with respect to the shares of
Class A Common Stock (or other securities) of the Company subject to the
foregoing restriction until the end of said 180-day period. Each Holder agrees
that any transferee of any shares of Registrable Securities will be bound by
this SECTION 1.7.
2. DEFINITIONS.
2.1 GENERALLY. As used in this Agreement, the following terms have
the following respective meanings:
(a) "CLASS A COMMON STOCK" means the Class A common stock,
$.33 1/3 par value per share, of the Company.
(b) "DISADVANTAGEOUS CONDITION" means the existence of a
condition such that the preparation and filing of a registration statement
before effectiveness and/or the use of an effective registration statement to
make resales would (i) interfere with or affect the negotiation or completion of
any plan or proposal by the Company to engage in any significant transaction
that is being contemplated by the Company (whether or not a final decision has
been made to undertake such transaction) at the time the right to delay is
undertaken, (ii) require disclosure of information that the Company has a bona
fide business purpose for preserving as confidential or (iii) lead the Company's
management to believe, in good faith, that it would be prudent to prohibit sales
under such registration statement.
(c) "EXCHANGE ACT" means the Securities Exchange Act of 1934.
(d) "PERSON" means any natural person, corporation,
partnership, association, joint stock company, trust, joint venture, limited
liability company or other entity.
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(e) "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.
(f) "REGISTRABLE SECURITIES" means Class A Common Stock issued
by the Company to a Holder as of the date of this Agreement (as such shares may
be adjusted upon the occurrence of any stock dividend or subdivision,
combination or split of such shares). Notwithstanding the foregoing, Registrable
Securities do not include any securities sold by a Person to the public either
pursuant to a registration statement or Rule 144 or sold in a private
transaction.
(g) "REGISTRATION EXPENSES" means all expenses incurred by the
Company in complying with SECTION 1.1 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, fees and disbursements of the independent accountants
of the Company, fees and disbursements of a special counsel for the Holders,
blue sky fees and expenses and the expense of any special audits incident to or
required by any such registration (but excluding the compensation of regular
employees of the Company which will be paid in any event by the Company).
(h) "SEC" means the Securities and Exchange Commission.
(i) "SECURITIES ACT" means the Securities Act of 1933.
(j) "SELLING EXPENSES" means all underwriting discounts,
selling commissions and concessions and stock transfer taxes applicable to the
securities registered for the account of the Holders.
3. Miscellaneous.
3.1 AMENDMENT AND WAIVER.
(a) Amendments. Except as otherwise expressly provided, this
Agreement may be amended or modified in whole or in part only by a writing that
makes reference to this Agreement executed by the Company and the Holders
holding at least a majority of the then outstanding shares of Registrable
Securities. Any amendment effected in accordance with this SECTION 3.1 will be
binding upon all of the parties hereto.
(b) Waivers. Except as otherwise expressly provided, the
obligations of any party hereunder may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by a writing
that makes reference to this Agreement executed by the Holders holding at least
majority of the then outstanding shares of Registrable Securities. Any waiver by
any party of any violation of, breach of, or default under any provision of this
Agreement or any other agreement provided for herein is not to be construed as,
or constitute, a continuing waiver of such provision, or waiver of any other
violation of, breach of, or default under any other provision of this Agreement
or any other agreement provided for herein. Any waiver effected in accordance
with this SECTION 3.1 will be binding upon all of the parties hereto.
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(c) Record Holders. For the purposes of determining the number
of Holders entitled to vote or exercise any rights hereunder, the Company will
be entitled to rely solely on the list of record holders of its stock as
maintained by or on behalf of the Company.
3.2 DELAYS OR OMISSIONS. It is agreed that no delay or
omission to exercise any right, power or remedy accruing to any party, upon any
breach, default or noncompliance by another party under this Agreement will
impair any such right, power or remedy, nor will it be construed to be a waiver
of any such breach, default or noncompliance, or any acquiescence therein, or of
any similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent or approval of any kind or character on
any party's part of any breach, default or noncompliance under this Agreement,
or any waiver on such party's part of any provisions or conditions of the
Agreement must be in writing and will be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement, by law, or otherwise afforded to any party, are cumulative and not
alternative.
3.3 ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties hereto and supersedes in its entirety all prior
contracts, agreements, arrangements, communications, discussions,
representations and warranties, whether oral or written, between or among any of
the parties with respect to the subject matter hereof.
3.4 GOVERNING LAW. This Agreement is to be in all respects
governed by and construed in accordance with the internal substantive laws of
Ohio, without giving effect to the principles of conflicts of law thereof, and
the laws of the United States applicable therein. Each party hereto will submit
to the exclusive jurisdiction of the federal and state courts of Ohio with
respect to the breach or the performance of this Agreement or the enforcement of
any and all rights, duties, liabilities, obligations, powers and other relations
between the parties arising under this Agreement.
3.5 NOTICES. All notices required or permitted hereunder must be
in writing and will be deemed effectively given: (a) upon personal delivery to
the party to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, (c) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, to a domestic address, (d) ten days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, to an international address, (e) one day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt, to a domestic address or (f)
three days after deposit with an internationally recognized overnight courier,
specifying next day delivery, with written verification of receipt, to an
international address. All communications must be addressed (i) in the case of
the Company, to the address set forth on the signature page hereto or such other
address as the Company may designate by ten days advanced written notice to the
other parties hereto; or (ii) in the case of any Holder, to the address of such
Holder as set forth on the signature page or EXHIBIT A of this Agreement or such
other address as such Holder may designate by ten days advanced written notice
to the other parties hereto.
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3.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original, and all of which
together will constitute one and the same instrument.
3.7 SUCCESSORS AND ASSIGNS. This Agreement is binding upon and
inures to the benefit of the parties hereto and their respective heirs,
executors, legal representatives, successors and permitted assigns, except as is
expressly provided otherwise herein. No party hereto may assign or transfer its
rights hereunder without the prior written consent of the other parties hereto.
3.8 THIRD PARTIES. Except as contemplated under SECTION 1.6,
nothing expressed or implied in this Agreement is intended, or is to be
construed, to confer upon or give any Person other than the parties hereto any
rights or remedies under or by reason of this Agreement.
3.9 EXHIBITS. The exhibits attached to this Agreement are
incorporated herein and are a part of this Agreement for all purposes.
3.10 HEADINGS. The headings in this Agreement are solely for
convenience of reference and are not to be given any effect in the construction
or interpretation of this Agreement.
3.11 SEVERABILITY. Each section, subsection and lesser section of
this Agreement constitutes a separate and distinct undertaking, covenant and/or
provision hereof. Any provision of this Agreement finally determined to be
unlawful, invalid, illegal or unenforceable in any respect will be deemed
severed from this Agreement, but every other provision of this Agreement will
remain in full force and effect, and such unlawful, invalid, illegal or
unenforceable provision will be reformed and construed so that it will be
lawful, valid, legal and enforceable and reflect the original intent of the
parties hereto, to the maximum extent permitted by law.
3.12 FURTHER INSTRUMENTS AND ACTIONS. The parties will execute such
further instruments and take such further action as may reasonably be necessary
to carry out the intent of this Agreement. Each party hereto will cooperate
affirmatively with all other parties hereto, to the extent reasonably requested
by such parties, to enforce rights and obligations herein provided.
3.13 FACSIMILE SIGNATURES. This Agreement may be executed and
delivered by facsimile and upon such delivery the facsimile signature will be
deemed to have the same effect as if the original signature had been delivered
to the other party.
3.14 CONSTRUCTION. All pronouns contained herein, and any
variations thereof, will be deemed to refer to the masculine, feminine or
neutral, singular or plural, as to the identity of the parties hereto may
require.
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In Witness Whereof, the parties hereto have executed this
Registration Rights Agreement as of the date set forth in the first paragraph
hereof.
COMPANY:
FOREST CITY ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President and Chief
Executive Officer
Address for Notices:
0000 Xxxxxxxx Xxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
HOLDERS:
By: /s/ Xxxxxxx Xxxxxx Xxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxx Xxxxxxxx
Representative of and Attorney-in-Fact
for the Holders
Address for Notices:
00 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxx 00000
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EXHIBIT A
SCHEDULE OF HOLDERS
CLASS A
(SELLING SHAREHOLDER) ADDRESS OFFERED
--------------------- ------- --------
Xxxxx Xxxxxx 1986 Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 52,278
12/18/86 Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 25,922
12/18/86 FBO Xxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx 1988 Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 52,278
11/26/88 Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 25,922
12/18/86 FBO Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx 1992 Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 52,278
1/2/92 Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 25,921
12/18/86 FBO Xxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxx Xxxxxx 1988 Grandchildren's Trust 00 Xxxxxx Xxxxxx, Xxxxx 0000 31,222
dtd 12/21/88 FBO Xxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 25,921
12/18/86 FBO Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 73,438
12/18/86 FBO Xxxxxx X. Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 73,438
12/18/86 FBO Xxxxxx X. Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 73,438
12/18/86 FBO Xxxxxx X. Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 73,438
12/18/86 FBO Xxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 73,438
12/18/86 FBO Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 73,437
12/18/86 FBO Xxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 22,500
1/29/86 FBO Xxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx 1989 Grandchildren's 00 Xxxxxx Xxxxxx, Xxxxx 0000 39,242
Trust dtd 6/12/89 FBO Xxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxx Xxxxxx 1986 Family Trust dtd 00 Xxxxxx Xxxxxx, Xxxxx 0000 22,500
1/29/86 FBO Xxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx 1989 Grandchildren's 00 Xxxxxx Xxxxxx, Xxxxx 0000 38,725
Trust dtd 6/12/89 FBO Xxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx 1989 Grandchildren's 00 Xxxxxx Xxxxxx, Xxxxx 0000 73,307
Trust dtd 6/12/89 FBO Xxxx Xxxxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx 1989 Grandchildren's 00 Xxxxxx Xxxxxx, Xxxxx 0000 71,357
Trust dtd 6/12/89 FBO Xxxx Xxxxxxxx Xxxxxxxxx, Xxxx 00000
----------------------------------------------------------------------------------------------
The Berimore Company 00000 Xxxxxxx Xxxx, #0000 303,500
Xxxxxxxx, Xxxx 00000-0000
----------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx Trust 00000 Xxxxxxx Xxxx, #0000 7,482
Generation Skipping Xxxxxxxx, Xxxx 00000-0000
----------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx Trust 00000 Xxxxxxx Xxxx, #0000 12,394
Generation Skipping Xxxxxxxx, Xxxx 00000-0000
----------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx Trust 00000 Xxxxxxx Xxxx, #0000 000,000
Xxxxxxxx, Xxxx 00000-0000
----------------------------------------------------------------------------------------------
GRAND TOTAL 1,500,000
