EX-4.1






Exhibit 4.1




FIRST SUPPLEMENTAL INDENTURE




This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of
May 21, 2010, between Forest City Enterprises, Inc., an Ohio corporation (the “Issuer”) and
The Bank of New York Mellon Trust Company, N.A., as trustee under the Original Indenture referred
to below (the “Trustee”).



W I T N E S S E T H :




WHEREAS, the Issuer’s Pricing Committee of its Board of Directors, at a meeting held on
October 1, 2009, pursuant to authority delegated to it by the Issuer’s Board of Directors,
authorized the Issuer to issue in a private placement up to $200 million in aggregate principal
amount of its 3.625% Puttable Equity-Linked Senior Notes due October 15, 2014 (the
“Notes”), and approved the terms of the Notes as presented to it at the meeting by
management of the Issuer and the Issuer’s financial advisor for the transaction;



WHEREAS, the Issuer’s financial advisor for the transaction communicated the terms of the
Notes, as approved by the Issuer’s Pricing Committee, to the investors, reflecting a Put Value
Price of $14.54 per share of Common Stock and a Put Value Rate of 68.7758 shares of Common Stock
per $1000 principal amount Note;



WHEREAS, the respective investors thereupon entered into Exchange Agreements or Purchase
Agreements, each dated on or about October 2, 2009, with the Issuer, pursuant to which the
respective investors agreed to acquire the Notes, incorporating a Put Value Price of $14.54 per
share of Common Stock and a Put Value Rate of 68.7758 shares of Common Stock per $1000 principal
amount Note;



WHEREAS, the Issuer filed a Current Report on Form 8-K with the Securities and Exchange
Commission on October 2, 2009 and issued a press release that disclosed the agreed Put Value Price
of the Notes of $14.54 per share of Common Stock, based on a Put Value Rate of 68.7758 shares of
Common Stock per $1000 principal amount Note;



WHEREAS, the Issuer and the Trustee entered into that certain Indenture, dated as of October
7, 2009 (the “Original Indenture”), providing for the issuance by the Issuer of its Notes;



WHEREAS, after execution by the Issuer and the Trustee of the Original Indenture, the Issuer
discovered that the definition of Put Value Rate contained in Section 13.01(a) of the Original
Indenture, which is calculated by dividing the $1,000 principal amount of each Note by the Put
Value Price of the Note of $14.54 per share of Common Stock, contained a typographical error, in
that it referenced a Put Value Rate of 66.7758 shares of Common Stock per $1000 principal amount
Note, rather than the Put Value Rate of 68.7758 shares of Common Stock per $1000 principal amount
Note agreed between the Issuer and the investors;



WHEREAS, pursuant to Section 9.01 of the Original Indenture, the Issuer and the Trustee may
enter into supplemental indentures to cure any ambiguity, omission, defect or inconsistency in the
Original Indenture in a manner that does not individually or in the aggregate adversely affect the
rights of any Noteholder in any respect;



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WHEREAS, the Issuer wishes to correct the typographical error contained in Section 13.01(a) of
the Indenture so that the Put Value Rate is correctly presented as 68.7758;



WHEREAS, the changes contained herein do not adversely affect the rights of any Noteholder in
any respect; and



WHEREAS, the Issuer and the Trustee have duly authorized the execution and delivery of this
First Supplemental Indenture and have done all things necessary to make this First Supplemental
Indenture (together with the Original Indenture, the “Indenture”) a valid and legally
binding agreement of the parties hereto, in accordance with its terms;



NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Noteholders as follows:



1. Definitions.




(a) Capitalized terms used herein without definition shall have the meanings assigned
to them in the Original Indenture or in the form of Note attached as Exhibit A to
the Original Indenture.




(b) For all purposes of this First Supplemental Indenture, except as otherwise herein
expressly provided or unless the context otherwise requires: (i) the terms and expressions
used herein shall have the same meanings as corresponding terms and expressions used in the
Original Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of
similar import used in this First Supplemental Indenture refer to this First Supplemental
Indenture as a whole and not to any particular section hereof.



2. Cure of Scrivener’s Error. In Section 13.01(a) of the Original Indenture and in
the form of Note attached as Exhibit A to the Original Indenture, the number of shares of
Common Stock referenced in connection with the definition of the Put Value Rate in such Section
13.01(a) shall be corrected to read “68.7758,” instead of “66.7758” as reflected in both places the
Original Indenture.



3. Ratification of Original Indenture; Supplemental Indentures Part of Original
Indenture. Except as expressly amended hereby, the Original Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This First Supplemental Indenture shall form a part of the Original Indenture
for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be
bound hereby.



4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



5. Trustee Makes No Representation. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental
Indenture or for or in respect of the recitals contained herein, all of which are made solely by
the Issuer.



6. Multiple Counterparts. The parties may sign multiple counterparts of this First
Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them
together represent one and the same agreement.



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7. Headings. The headings of this First Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.



[Remainder of page intentionally left blank; signature page follows.]





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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date and year first above written.



FOREST CITY ENTERPRISES, INC.




By: /s/ Robert G. O’/Brien

Title: Executive Vice President and


Chief Financial Officer




THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee




By: /s/ D. G. Donovan

Name: D. G. Donovan


Title: Vice President




[Signature Page to First Supplemental Indenture]





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