Exhibit 4.6




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FOREST CITY ENTERPRISES, INC.
Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of October 7, 2009
 Trust Indenture Act Section
    
    Indenture Section§310(a)(1)
    
    6.09(a)(2)
    
    6.09(a)(3)
    
    Not Applicable(a)(4)
    
    Not Applicable(a)(5)
    
    6.09(b)
    
    6.08; 6.10; 6.11(c)
    
    Not Applicable§311(a)
    
    6.13(b)
    
    6.13(c)
    
    Not Applicable§312(a)
    
    4.01; 4.02(a)(b)
    
    4.02(b)(c)
    
    4.02(c)§313(a)
    
    4.03(a)(b)
    
    4.03(a)(c)
    
    4.03(a)(d)
    
    4.03(b)§314(a)
    
    4.04(a)(b)
    
    Not Applicable(c)(1)
    
    3.08(c)(2)
    
    15.05(c)(3)
    
    Not Applicable(d)
    
    Not Applicable(e)
    
    3.08§315(a)
    
    6.01(b)
    
    5.08(c)
    
    6.01(d)
    
    6.01(e)
    
    5.09§316(a)
    
    1.02(a)(1)(A)
    
    7.01; 5.01; 5.07(a)(1)(B)
    
    5.07(a)(2)
    
    Not Applicable(b)
    
    5.04(c)
    
    7.01§317(a)(1)
    
    5.02; 5.05(a)(2)
    
    5.02(b)
    
    6.05; 11.01§318(a)
    
    1.02(c)
    
    1.02
 Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.




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TABLE OF CONTENTS
 
 PageArticle 1 Definitions
    
    
    1Section 1.01. Definitions
    
    
    1Section 1.02. Incorporation by Reference of Trust Indenture Act
    
    
    14Article 2 Issue, Description, Execution, Registration and Exchange of Notes
    
    
    14Section 2.01. Designation and Amount
    
    
    14Section 2.02. Form of Notes
    
    
    14Section 2.03. Date and Denomination of Notes; Payments of Interest
    
    
    15Section 2.04. Reserved
    
    
    16Section 2.05. Execution, Authentication and Delivery of Notes
    
    
    17Section 2.06. Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
Depositary
    
    
    18Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes
    
    
    24Section 2.08. Temporary Notes
    
    
    25Section 2.09 Cancellation of Notes Paid, Etc
    
    
    25Section 2.10. CUSIP Numbers
    
    
    25Section 2.11. Additional Notes, Repurchases
    
    
    25Article 3 Particular Covenants of the Company
    
    
    26Section 3.01. Payment of Principal and Interest
    
    
    26Section 3.02. Maintenance of Office or Agency
    
    
    26Section 3.03. Appointments to Fill Vacancies in Trustees Office
    
    
    27Section 3.04. Provisions as to Paying Agent
    
    
    27Section 3.05. Existence
    
    
    28Section 3.06. Rule 144A Information Requirement and Annual Reports
    
    
    28Section 3.07. Stay, Extension and Usury Laws
    
    
    28Section 3.08. Compliance Certificate; Statements as to Defaults
    
    
    29Section 3.09. Further Instruments and Acts
    
    
    29Article 4 Lists of Noteholders and Reports by the Company and the Trustee
    
    
    29Section 4.01. Lists of Noteholders
    
    
    29Section 4.02. Preservation and Disclosure of Lists
    
    
    29Section 4.03. Reports by Trustee
    
    
    30Section 4.04. Reports by Company
    
    
    30
 i




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PageArticle 5 Defaults and Remedies
    
    
    31Section 5.01. Events of Default
    
    
    31Section 5.02. Payments of Notes on Default; Suit Therefor
    
    
    34Section 5.03. Application of Monies Collected by Trustee
    
    
    35Section 5.04. Proceedings by Noteholders
    
    
    36Section 5.05. Proceedings by Trustee
    
    
    37Section 5.06. Remedies Cumulative and Continuing
    
    
    37Section 5.07. Direction of Proceedings and Waiver of Defaults by Majority of Noteholders
    
    
    37Section 5.08. Notice of Defaults
    
    
    38Section 5.09. Undertaking to Pay Costs
    
    
    38Article 6 Concerning the Trustee
    
    
    40Section 6.01. Duties and Responsibilities of Trustee
    
    
    40Section 6.02. Reliance on Documents, Opinions, Etc
    
    
    40Section 6.03. No Responsibility for Recitals, Etc
    
    
    42Section 6.04. Trustee, Paying Agents, Put Exercise Agents or Registrar May Own Notes
    
    
    42Section 6.05. Monies to be Held in Trust
    
    
    42Section 6.06. Compensation and Expenses of Trustee
    
    
    43Section 6.07. Officers Certificate as Evidence
    
    
    43Section 6.08. Conflicting Interests of Trustee
    
    
    44Section 6.09. Eligibility of Trustee
    
    
    44Section 6.10. Resignation or Removal of Trustee
    
    
    44Section 6.11. Acceptance by Successor Trustee
    
    
    45Section 6.12. Succession by Merger, Etc
    
    
    46Section 6.13. Limitation on Rights of Trustee as Creditor
    
    
    46Section 6.14. Trustees Application for Instructions from the Company
    
    
    46Article 7 Concerning the Noteholders
    
    
    47Section 7.01. Action By Noteholders
    
    
    47Section 7.02. Proof of Execution by Noteholders
    
    
    47Section 7.03. Who Are Deemed Absolute Owners
    
    
    48Section 7.04. Company-owned Notes Disregarded
    
    
    48Section 7.05. Revocation of Consents; Future Holders Bound
    
    
    48Article 8 Noteholders Meetings
    
    
    49Section 8.01. Purpose of Meetings
    
    
    49Section 8.02. Call of Meetings by Trustee
    
    
    49Section 8.03. Call of Meetings by Company or Noteholders
    
    
    50Section 8.04. Qualifications for Voting
    
    
    50
 ii




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PageSection 8.05. Regulations
    
    
    50Section 8.06. Voting
    
    
    50Section 8.07. No Delay of Rights by Meeting
    
    
    51Article 9 Supplemental Indentures
    
    
    51Section 9.01. Supplemental Indentures Without Consent of Noteholders
    
    
    51Section 9.02. Supplemental Indentures With Consent of Noteholders
    
    
    51Section 9.03. Effect of Supplemental Indentures
    
    
    53Section 9.04. Notation on Notes
    
    
    53Section 9.05. Evidence of Compliance of Supplemental Indenture to be Furnished to the Trustee
    
    
    54Article 10 Consolidation, Merger, Sale, Conveyance and Lease
    
    
    54Section 10.01. Company May Consolidate, Etc. on Certain Terms
    
    
    54Section 10.02. Successor Corporation to be Substituted
    
    
    54Section 10.03. Officers Certificate and Opinion of Counsel to be Given Trustee
    
    
    55Article 11 Satisfaction and Discharge of Indenture
    
    
    55Section 11.01. Discharge of Indenture
    
    
    55Section 11.02. Deposited Monies to be Held in Trust by Trustee
    
    
    56Section 11.03. Paying Agent to Repay Monies Held
    
    
    56Section 11.04. Return of Unclaimed Monies
    
    
    56Section 11.05. Reinstatement
    
    
    56Article 12 Immunity of Incorporators, Shareholders, Officers and Directors
    
    
    57Section 12.01. Indenture and Notes Solely Corporate Obligations
    
    
    57Article 13 Exercise of Put rights; Redemptions
    
    
    57Section 13.01. Put Exercise Privilege
    
    
    57Section 13.02. Put Exercise Procedure
    
    
    60Section 13.03. Related Party Limitation
    
    
    63Section 13.04. Adjustment of Put Value Rate
    
    
    63Section 13.05. Reserved
    
    
    72Section 13.06. Effect of Reclassification, Consolidation, Merger or Sale
    
    
    72Section 13.07. Certain Covenants
    
    
    73Section 13.08. Responsibility of Trustee
    
    
    74Section 13.09. Notice to Holders Prior to Certain Actions
    
    
    74Section 13.10. Shareholder Rights Plans
    
    
    75Section 13.11. Termination of Put Rights by the Company
    
    
    75
 iii




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PageSection 13.12. Redemption of Notes
    
    
    78Section 13.13. Notice of Optional Redemption; Selection of Notes
    
    
    78Section 13.14. Payment for Notes Called for Redemption by the Company
    
    
    80Section 13.15. Put Arrangement on Call for Redemption
    
    
    80Section 13.16. Repayment to the Company
    
    
    81Section 13.17. Acceleration; Payments to Noteholders
    
    
    81Section 13.18. No Sinking Fund
    
    
    81Article 14 Repurchase of Notes at Option of Holders
    
    
    81Section 14.01. Repurchase at Option of Holders Upon a Designated Event
    
    
    81Article 15 Miscellaneous Provisions
    
    
    85Section 15.01. Provisions Binding on Companys Successors
    
    
    85Section 15.02. Official Acts by Successor Corporation
    
    
    85Section 15.03. Addresses for Notices, Etc
    
    
    85Section 15.04. Governing Law
    
    
    86Section 15.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of
Counsel to Trustee
    
    
    86Section 15.06. Legal Holidays
    
    
    86Section 15.07. No Security Interest Created
    
    
    86Section 15.08. Benefits of Indenture
    
    
    87Section 15.09. Table of Contents, Headings, Etc
    
    
    87Section 15.10. Authenticating Agent
    
    
    87Section 15.11. Execution in Counterparts
    
    
    88Section 15.12. Waiver Of Jury Trial
    
    
    88Section 15.13. Force Majeure
    
    
    88
 iv




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Company Trustee
  Notes
     Definitions
 . Definitions.




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herein, hereof, hereunder,
 Additional Shares
 Affiliate control, controlling controlled
 Beneficial Owner Beneficial Ownership
 Board of Directors
 Board Resolution
 Business Day
 Capital Lease
 Capital Lease Obligation
 2




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capital stock
 Capital Stock
 close of business
 Code
 Commission
 Common Stock provided
 Company
 Company Order
 Corporate Trust Office
 Coupon Make-Whole Payment
 3




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Custodian
 Daily Put Value
 Daily VWAP
 Debt amount principal amount
 4




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Default
 Defaulted Interest
 Depositary Depositary
 Designated Event
 Designated Event Company Notice
 Designated Event Expiration Time
 Designated Event Notice
 Designated Event Purchase Date
 Designated Event Purchase Notice
 Designated Event Purchase Price
 Distributed Property
 Effective Date
 Event of Default
 Ex-Date
 5




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Exchange Act
 Exchange Agreement Global Note
 Exchange Agreement Notes
 Extension Fee
 Extension Period
 Filing Failure
 Fiscal Year
 Fundamental Change
 family interests
    6




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Global Note
 Indenture
 Interest Payment Date provided however
 Interest Rate, Currency or Commodity Price Agreement
 Last Reported Sale Price
 Market Disruption Event
 7




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Maturity Date provided, however,
 Merger Event
 Non-Recourse Subject Assets
 Note Notes
 Noteholder holder, beneficial holder
 Note Register
 Note Registrar
 Observation Period
 Officers Certificate,
 8




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opening of business
 Opinion of Counsel
 outstanding,
     Paying Agent
 Person
 Portal Market
 Predecessor Note
 Purchase Agreement Global Note
 Purchase Agreement Notes
 9




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Put Exercise Agent
 Put Exercise Date
 Put Exercise Notice
 Put Right
 Put Termination
 Put Termination Date
 Put Termination Notice
 Put Termination Notice Date
 Put Termination Trigger Event
 Put Value Obligation
 Put Value Price divided
 Put Value Rate
 Qualified Institutional Buyer QIB
 Receivables
 Receivables Sale
 record date,
 Redeemable Stock
 10




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Reference Property
 Related Party
 Resale Restriction Termination Date
 Responsible Officer
 Restricted Security Restricted Securities
 RMSLP
 Rule 144A
 Sale and Leaseback Transaction
 Scheduled Trading Day
 Securities Act
 Shelf Registration Statement
 Spin-Off
 Significant Subsidiary significant subsidiary
 11




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Stock Price
 Subsidiary
 subsidiary
 Successor Company
 Ten Day VWAP
 Termination of Trading
 Termination Put Value Price
 Trading Day
 Trading Price
 12




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provided
 transfer
 Trigger Event
 Trust Indenture Act provided however, Trust Indenture Act
 Trustee
 VWAP Market Disruption Event
 VWAP Trading Day
 Voting Stock
 Wholly Owned Subsidiary
 13




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. Incorporation by Reference of Trust Indenture Act.
  indenture securities
 indenture security holder
 indenture to be qualified
 indenture trustee institutional trustee
  Issue, Description, Execution, Registration and Exchange of Notes
 . Designation and Amount.
 . Form of Notes.
  14




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. Date and Denomination of Notes; Payments of Interest.
  15




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record date
 Defaulted Interest
   . Reserved.
 16




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. Execution, Authentication and Delivery of Notes.
         17




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. Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
Depositary.
 Note Register Note Registrar
   18




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Exchange Agreement Notes Exchange Agreement Global Note Purchase Agreement Notes Purchase Agreement Global Note Global Note
 Restricted Securities
 19




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transfer
 Resale Restriction Termination Date
  20




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21




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22




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23




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provided
 . Mutilated, Destroyed, Lost or Stolen Notes.
   24




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. Temporary Notes.
 Cancellation of Notes Paid, Etc.
 . CUSIP Numbers. CUSIP CUSIP provided CUSIP
 . Additional Notes, Repurchases.
 25




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provided
 Particular Covenants of the Company
 . Payment of Principal and Interest. provided provided further
 . Maintenance of Office or Agency. Paying Agent Put Exercise Agent
 provided
 26




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. Appointments to Fill Vacancies in Trustees Office.
 . Provisions as to Paying Agent.
     provided
  27




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. Existence.
 . Rule 144A Information Requirement and Annual Reports.
    . Stay, Extension and Usury Laws.
 28




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. Compliance Certificate; Statements as to Defaults.
  . Further Instruments and Acts.
 Lists of Noteholders and Reports by the Company and the Trustee
 . Lists of Noteholders.
 . Preservation and Disclosure of Lists.
  29




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. Reports by Trustee.
   . Reports by Company.
 provided
  30




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Defaults and Remedies
 . Events of Default.
     Section 14.01(b);
    31




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32




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Filing Failure Extension Period Extension Fee provided, however
 33




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. Payments of Notes on Default; Suit Therefor.
  34




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. Application of Monies Collected by Trustee.
   35




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. Proceedings by Noteholders.
  36




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. Proceedings by Trustee.
 . Remedies Cumulative and Continuing.
 . Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. provided, however,
 37




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. Notice of Defaults. provided
 . Undertaking to Pay Costs. provided
 Concerning the Trustee
 . Duties and Responsibilities of Trustee.
 38




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provided
        39




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. Reliance on Documents, Opinions, Etc
     40




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41




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. No Responsibility for Recitals, Etc.
 . Trustee, Paying Agents, Put Exercise Agents or Registrar May Own Notes.
 . Monies to be Held in Trust.
 42




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. Compensation and Expenses of Trustee.
  . Officers Certificate as Evidence.
 43




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. Conflicting Interests of Trustee.
 . Eligibility of Trustee.
 . Resignation or Removal of Trustee.
     44




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. Acceptance by Successor Trustee.
 45




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. Succession by Merger, Etc. provided
 provided provided, however,
 . Limitation on Rights of Trustee as Creditor.
 . Trustees Application for Instructions from the Company.
 46




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Concerning the Noteholders
 . Action By Noteholders.
 . Proof of Execution by Noteholders.
 47




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. Who Are Deemed Absolute Owners.
 . Company-owned Notes Disregarded. provided
 . Revocation of Consents; Future Holders Bound.
 48




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Noteholders Meetings
 . Purpose of Meetings.
     . Call of Meetings by Trustee.
  . Call of Meetings by Company or Noteholders.
 49




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. Qualifications for Voting.
 . Regulations.
  provided, however,
 . Voting.
 50




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. No Delay of Rights by Meeting.
 Supplemental Indentures
 . Supplemental Indentures Without Consent of Noteholders.
      51




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. Supplemental Indentures With Consent of Noteholders. provided, however,
       52




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. Effect of Supplemental Indentures. provided
 . Notation on Notes.
 53




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. Evidence of Compliance of Supplemental Indenture to be Furnished to the Trustee.
 Consolidation, Merger, Sale, Conveyance and Lease
 . Company May Consolidate, Etc. on Certain Terms.
 Successor Company
    . Successor Corporation to be Substituted.
 54




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Company
  . Officers Certificate and Opinion of Counsel to be Given Trustee.
 Satisfaction and Discharge of Indenture
 . Discharge of Indenture.
 55




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. Deposited Monies to be Held in Trust by Trustee.
 . Paying Agent to Repay Monies Held.
 . Return of Unclaimed Monies.
 . Reinstatement.
 56




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provided, however,
 Immunity of Incorporators, Shareholders, Officers and Directors
 . Indenture and Notes Solely Corporate Obligations.
 Exercise of Put rights; Redemptions
 . Put Exercise Privilege.
 Put Value Rate Put
Value Obligation
  57




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provided
  58




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Designated Event Notice
 Additional Shares provided, however, in connection
 Effective Date provided provided
  59




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. Put Exercise Procedure.
 provided
    60




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Put
Exercise Notice Put Exercise Date
    61




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provided, however,
  62




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provided, however,
  Related Party Limitation
 . Adjustment of Put Value Rate.
  63




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wherePVR0
    
    =
    
    the Put Value Rate in effect immediately prior to the Ex-Date for such
dividend or distribution or the effective date of such share split or share
combination, as the case may be;PVR
    
    =
    
    the Put Value Rate in effect immediately after the Ex-Date for such dividend
or distribution, or the effective date of such share split or share combination, as the
case may be;OS0
    
    =
    
    the number of shares of Common Stock outstanding immediately prior to the
Ex-Date for such dividend or distribution or the effective date of such share split or
combination, as the case may be;OS
    
    =
    
    the number of shares of Common Stock outstanding immediately after such
dividend, distribution, share split or combination, as the case may be.
   
 wherePVR0
    
    =
    
    the Put Value Rate in effect immediately prior to the Ex-Date for such
distribution;
 64




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PVR
    
    =
    
    the Put Value Rate in effect immediately after the Ex-Date for such
distribution;OS0
    
    =
    
    the number of shares of Common Stock outstanding immediately prior to the
Ex-Date for such distribution;X
    
    =
    
    the total number of shares of Common Stock issuable pursuant to such rights
or warrants; andY
    
    =
    
    the number of shares of Common Stock equal to the aggregate price payable to
exercise such rights or warrants divided by the average of the Last Reported Sale
Prices of Common Stock over the ten consecutive Trading Day period ending on the
Business Day immediately preceding the Ex-Date for such distribution.
   Distributed Property
 
 65




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wherePVR0
    
    =
    
    the Put Value Rate in effect immediately prior to the Ex-Date for such
distribution;PVR
    
    =
    
    the Put Value Rate in effect immediately after the Ex-Date for such
distribution;SP0
    
    =
    
    the average of the Last Reported Sale Prices of the Common Stock over the
ten consecutive Trading Day period ending on the Trading Day immediately preceding the
Ex-Date relating to such distribution; andFMV
    
    =
    
    the fair market value (as determined by the Board of Directors) of the shares
of capital stock, evidences of indebtedness, assets or property distributed with
respect to each outstanding share of Common Stock on the Ex-Date for such distribution.
 provided 0
 Spin-Off
 
 66




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wherePVR0
    
    =
    
    the Put Value Rate in effect immediately prior to the 10th Trading Day
immediately following, and including, the effective date of the Spin-Off;PVR
    
    =
    
    the Put Value Rate in effect immediately after the 10th Trading Day
immediately following, and including, the effective date of the Spin-Off;FMV0
    
    =
    
    the average of the Last Reported Sale Prices of the capital stock or
similar equity interest distributed to holders of Common Stock applicable to one share
of Common Stock over the first ten consecutive Trading Day period immediately
following, and including, the effective date of the Spin-Off; andMP0
    
    =
    
    the average of the Last Reported Sale Prices of Common Stock over the first
ten consecutive Trading Day period, immediately following, and including the effective
date of the Spin-Off.
 provided
 Trigger Event
 67




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wherePVR0
    
    =
    
    the Put Value Rate in effect immediately prior to the Ex-Date for such
distribution;PVR
    
    =
    
    the Put Value Rate in effect immediately after the Ex-Date for such
distribution;SP0
    
    =
    
    the Last Reported Sale Price of the Common Stock on the Trading Day
immediately preceding the Ex-Date for such distribution; and
 68




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C
    
    =
    
    the amount in cash per share the Company distributes to holders of Common
Stock.
 provided 0
   
 wherePVR0
    
    =
    
    the Put Value Rate in effect on the date such tender or exchange offer
expires;PVR
    
    =
    
    the Put Value Rate in effect on the day next succeeding the date such tender
or exchange offer expires;AC
    
    =
    
    the aggregate value of all cash and any other consideration (as determined by
the Board of Directors) paid or payable for shares of Common Stock purchased in such
tender or exchange offer;
 69




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OS0
    
    =
    
    the number of shares of Common Stock outstanding immediately prior to the
date such tender or exchange offer expires;OS
    
    =
    
    the number of shares of Common Stock outstanding immediately after the date
such tender or exchange offer expires (after giving effect to such tender offer or
exchange offer); andSP
    
    =
    
    the Last Reported Sale Price of Common Stock on the Trading Day next
succeeding the date such tender or exchange offer expires,
  record date
   70




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71




---



##### 



. Reserved.
 . Effect of Reclassification, Consolidation, Merger or Sale.
 Merger Event
   72




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Reference Property
    . Certain Covenants.
  73




---



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. Responsibility of Trustee.
  . Notice to Holders Prior to Certain Actions.
  74




---



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winding-up.
 Shareholder Rights Plans. Rights Plan
 Termination of Put Rights by the Company.
 75




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Put Right Termination Put Value Price Put Termination Trigger Event Put Termination Notice Put Termination Notice Date Put Termination Date Put Termination Shelf Registration Statement
 Coupon Make-Whole Payment
 76




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77




---



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. Redemption of Notes.
 . Notice of Optional Redemption; Selection of Notes.
  78




---



##### 



79




---



##### 



. Payment for Notes Called for Redemption by the Company.
   . Put Arrangement on Call for Redemption.
 80




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. Repayment to the Company.
 . Acceleration; Payments to Noteholders.
 No Sinking Fund
 Repurchase of Notes at Option of Holders
 . Repurchase at Option of Holders Upon a Designated Event.
 Designated Event Purchase Date Designated Event
Purchase Price
 81




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Designated Event Purchase Notice
 provided
      82




---



##### 



Designated Event Company Notice
          83




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##### 



Designated
Event Expiration Time
        provided
 84




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##### 



provided, however,
  Miscellaneous Provisions
 . Provisions Binding on Companys Successors.
 . Official Acts by Successor Corporation.
 . Addresses for Notices, Etc.
  85




---



##### 



. Governing Law.
 . Evidence of Compliance with Conditions Precedent; Certificates and Opinions of
Counsel to Trustee.
  . Legal Holidays.
 . No Security Interest Created.
 86




---



##### 



. Benefits of Indenture.
 . Table of Contents, Headings, Etc.
 . Authenticating Agent. by the Trustee
   87




---



##### 



. Execution in Counterparts.
 . Waiver Of Jury Trial.
 . Force Majeure.
 88




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FOREST CITY ENTERPRISES, INC.By:
    /s/ Robert G. OBrienName:
    Robert G. OBrienTitle:
    Executive Vice President and
Chief Financial OfficerTHE BANK OF NEW YORK MELLON 
     TRUST COMPANY, N.A. as TrusteeBy:
    /s/ Linda E. GarciaName:
    Linda E. GarciaTitle:
    Vice President




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SCHEDULE A-1
 Stock PriceEffective Date
    
    $12.41
    
    $13.00
    
    $15.00
    
    $17.00
    
    $19.00
    
    $21.00
    
    $23.00
    
    $25.00
    
    $27.00
    
    $29.00October 7, 2009
    
    
    11.80
    
    
    
    10.63
    
    
    
    7.21
    
    
    
    4.83
    
    
    
    3.16
    
    
    
    1.99
    
    
    
    1.17
    
    
    
    0.60
    
    
    
    0.23
    
    
    
    0.01October 15, 2010
    
    
    11.80
    
    
    
    10.00
    
    
    
    5.37
    
    
    
    3.60
    
    
    
    2.36
    
    
    
    1.48
    
    
    
    0.87
    
    
    
    0.45
    
    
    
    0.17
    
    
    
    0.00October 15, 2011
    
    
    11.80
    
    
    
    9.38
    
    
    
    3.58
    
    
    
    2.40
    
    
    
    1.57
    
    
    
    0.99
    
    
    
    0.58
    
    
    
    0.30
    
    
    
    0.12
    
    
    
    0.00October 15, 2012
    
    
    11.80
    
    
    
    8.76
    
    
    
    1.79
    
    
    
    1.20
    
    
    
    0.79
    
    
    
    0.49
    
    
    
    0.29
    
    
    
    0.15
    
    
    
    0.06
    
    
    
    0.00October 15, 2013
    
    
    11.80
    
    
    
    8.14
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00




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EXHIBIT A
  DTC




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A-2




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Company,
  provided, however, provided, further, however, provided
  A-3




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##### 



A-4




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FOREST CITY ENTERPRISES, INC.By:Name:Title: A-5




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##### 



By:Name:Authorized Officer
 A-6




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##### 



Notes Indenture Trustee
   provided, however,
 A-7




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##### 



A-8




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##### 



A-9




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##### 



Dated:Signature(s)Signature GuaranteeSignature(s) must be guaranteed by an
eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and
credit unions) with membership in an approved
signature guarantee medallion program
pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, if shares
of Common Stock are to be issued, or Notes to
be delivered, other than to and in the name
of the registered holder.
 A-10




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##### 



Fill in for registration of shares of
Common Stock if to be issued, and Notes
if to be delivered, other than to and in
the name of the registered holder:(Name)(Street Address)(City, State and Zip Code) 

Please print name and addressPrincipal amount to be put(if less than all): $___,000Social Security or Other Taxpayer
Identification Number:
 A-11




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##### 



Company
 Dated:Signature(s)Social Security or Other Taxpayer Identification NumberPrincipal amount to be repaid (if less than all): $_,000NOTICE: The above signatures of the holder(s) hereof must
correspond with the name as written upon the face of the Note in
every particular without alteration or enlargement or any change
whatever.
 A-12




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##### 



Schedule l
 
 
 Notation Explaining
    
    AuthorizedPrincipal Amount
    
    Signature of TrusteeDate
    
    Principal Amount
    
    Recorded
    
    or CustodianOctober ___, 2009
    
    $