EX-4.1



 Exhibit 4.1 
 Form of Note 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, A NEW
YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 FOREST CITY ENTERPRISES, INC.

 7.375% SENIOR NOTE DUE 2034 
  

			
	 No. 2012-1
	  	$125,000,000                    
		
		  	CUSIP No. 345550 40 4                    

 Forest City Enterprises, Inc., a corporation duly organized and existing under the laws of Ohio (herein
called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED
TWENTY-FIVE MILLION DOLLARS ($125,000,000) (representing 5,000,000 units, each with a $25 principal amount) on February 1, 2034, and to pay interest thereon from the most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly on February 1, May 1, August 1 and November 1 in each year, at the rate of 7.375% per annum, until the principal hereof is paid or made available for payment, provided that any principal and
premium, and any such installment of interest, which is overdue shall bear interest at the rate of 9.375% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15, April 15, July 15 or October 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or 







 
more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
  

									
		 		 	FOREST CITY ENTERPRISES, INC.	 	
					
	 [Seal]
  
	 		 	  
 By:
	 	  

 
	 	
		 		 		 	Title:	 	

 Attest: 

			
		
	 	 	
	Title:	 	

 This is one of the Securities referred to in the within-mentioned Indenture. 

 

													
	Dated: July __, 2012	 		 		 		 	 THE BANK OF NEW YORK MELLON
 TRUST COMPANY, N.A.,
 as Trustee
	 	
		 		 		 		 		 	
							
		 		 		 		 	By:	 	  
	 	
		 		 		 		 		 	Authorized Signatory	 	


  
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 This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 19, 2003 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the
Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated as the 7.375% Senior Notes Due 2034. 
 The Securities constitute a further issuance of, and are
consolidated to form a single series with, the $100,000,000 aggregate principal amount of the Company’s Outstanding 7.375% Senior Notes Due 2034 that were previously issued on February 10, 2004. 

The Securities may be redeemed, at the option of the Company, in whole or in part, at any time, and prior to Maturity, upon not less than
30 nor more than 60 days notice mailed to each Holder of Securities to be redeemed at such Holder’s address appearing in the Security Register, in amounts of $25 or an integral multiple of $25, at a redemption price of 100% of the principal
amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture. 

The Indenture provides that, subject to certain conditions, if (i) certain Excess Proceeds are available to the Company as a result
of an Asset Disposition, or (ii) a Change of Control occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities of this series. 

In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the
effect provided in the Indenture. 
 The Indenture contains provisions for Defeasance at any time of (i) the entire
indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of each series to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate 

  
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principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default
as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this 

  
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Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 

  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased in its entirety by the Company pursuant to the Indenture, check the box: 

 
  ̈ 

If you want to elect to have only a part of this Security purchased by the Company pursuant to the Indenture, state the amount: $

  

							
	Dated:	 		 	Your Signature:                        
                    
		 		 		 	 (Sign exactly as name appears on

the other side of this Security)

		 		 		 	
		 		 		 	
	Signature Guarantee:                       
                                         
                                         
                                   
		 		 		 	 (Signature must be guaranteed by an
 “eligible guarantor institution”
 meeting the requirements of the

Security Registrar, which requirements
 include
membership or participation in
 signature guarantee program as may be
 mined by the Security Registrar, all in
 accordance with the Securities Exchange

Act of 1934, as amended.)



  
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