FOREST CITY ENTERPRISES, INC. as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of July 19, 2011 4.25% Convertible Senior Notes due 2018Indenture • July 19th, 2011 • Forest City Enterprises Inc • Operators of nonresidential buildings • Illinois
INDENTURE dated as of July 19, 2011 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).
Forest City Enterprises, Inc. Purchase AgreementPurchase Agreement • July 19th, 2011 • Forest City Enterprises Inc • Operators of nonresidential buildings • New York
Forest City Enterprises, Inc., an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $300,000,000 principal amount of the 4.25% Convertible Senior Notes due 2018 (the “Firm Securities”), and, at the election of the Purchasers, up to an aggregate of $50,000,000 additional aggregate principal amount (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). Holders may, in accordance with the terms thereof, convert the Securities into shares of the Class A Common Stock of the Company, par value $0.33-1/3 per share (“Stock”).
