PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • March 4th, 2010 • Forest City Enterprises Inc • Operators of nonresidential buildings
(including any other persons or entities purchasing Preferred Stock (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 , 2010 whereby the Holder will purchase (the “Purchase”) the Company’s ___% Series A Cumulative Perpetual Convertible Preferred Stock (“Preferred Stock”) governed by a Preferred Stock Designation of the ___% Series A Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock Designation”) that will constitute a part of the Company’s Amended Articles of Incorporation at Closing (as defined below).
EXCHANGE AGREEMENT (Unrestricted Convertible Preferred)Exchange Agreement • March 4th, 2010 • Forest City Enterprises Inc • Operators of nonresidential buildings
(including any other persons or entities exchanging 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., an Ohio corporation (the “Company”) on ___, 2010 whereby the Holder will exchange (the “Exchange”) the Company’s ___Senior Notes due ___(the “Notes”) for the Company’s ___% Series A Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock”) governed by a Preferred Stock Designation of the ___% Series A Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock Designation”) that will constitute a part of the Company’s Amended Articles of Incorporation at Closing (as defined below).
