EX-4.2






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.

6.50% SENIOR NOTE DUE February 1, 2017




No. 2005-1 $150,000,000



CUSIP No. 345550 AF 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 FIFTY MILLION DOLLARS ($150,000,000) on February 1, 2017,
and to pay interest thereon from January 25, 2005 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each
year, commencing August 1, 2005, at the rate of 6.50% 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 8.500% 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 or July 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: January 25, 2005

	 	THE BANK OF NEW YORK,

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, 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 6.50% Senior Notes Due 2017.



The Securities of this series are subject to redemption upon not less than 30 nor more than 60
days’ notice by mail, at any time on or after February 1, 2010, as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as percentages of the
principal amount). If redeemed during the 12-month period beginning February 1 of each of the
years indicated,



	 	 	 	 	 
	 	 	Redemption
	Year	 	Price
	2010

	 	 	103.250	%
	 
	 	 	 	 
	2011

	 	 	102.167	%
	 
	 	 	 	 
	2012

	 	 	101.083	%
	 
	 	 	 	 
	2013

	 	 	100.000	%







and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of
any such redemption with accrued interest to 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 Dates referred to on the face hereof, all as provided in the Indenture.



The Securities of this series will also be subject to redemption, at the option of the
Company, prior to February 1, 2008, in the event that on or before February 1, 2008, the Company
receives net proceeds from the sale of its Common Stock in one or more Public Equity Offerings, in
which case the Company may, at its election, use all or a portion of any such net proceeds to
redeem up to an aggregate amount equal to 35% of the original principal amount of the Securities of
this series; provided, however, that Securities of this series in an aggregate principal amount
equal to at least 65% of the original principal amount of the Securities of this series remain
Outstanding after each such redemption. Any such redemption must occur on a Redemption Date within
75 days of any such sale and 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 $1,000 or an integral multiple of $1,000, at a redemption price of 106.50% of the
principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any, to 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 Dates referred to on the face hereof, all as
provided in the Indenture. “Public Equity Offering” is defined in the Indenture as an underwritten
primary public offering of Common Stock of the Company pursuant to an effective registration
statement under the Securities Act of 1933, as amended.



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 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 $1,000 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 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 determined by the Security
Registrar, all in accordance with the Securities Exchange Act of
1934, as amended.)




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