64
10.6
Incorporation of Recitals and Schedules
64
10.7
Confidentiality; Press Releases
64
10.8
Merger
65
10.9
GOVERNING LAW
65
10.10
Jurisdiction
65
-ii-
Page
10.11
Captions
65
10.12
Counterparts
65
10.13
Severability
66
10.14
Prior Negotiations; Construction
66
10.15
Litigation Expenses
66
10.16
No Recordation
66
10.17
WAIVER OF TRIAL BY JURY
66
-iii-
EXHIBITS
EXHIBIT A
Master III Operating Agreement
EXHIBIT B-1
Form Interest Contribution Agreement
EXHIBIT B-2
Form Interest Transfer Agreement
EXHIBIT C-1
Form Registration Rights Agreement
EXHIBIT C-2
Form Addendum to Registration Rights Agreement
EXHIBIT D-1
Form Tax Protection Agreement
EXHIBIT D-2
Form Addendum to Tax Protection Agreement
EXHIBIT E
Form Voting Agreement
EXHIBIT F
Estoppel Certificate Standards
EXHIBIT G-1
Form Amended Operating Agreement or Partnership Agreement relating to
Operating Properties
EXHIBIT G-2
Form Amended Operating Agreement or Partnership Agreement relating to
Development Properties
EXHIBIT H
Form Legal Opinion
-iv-
SCHEDULES
SCHEDULE P-1A
FCE Entities
SCHEDULE P-1B
Master III Entities
SCHEDULE P-2A
BCR Entities
SCHEDULE P-2B
BCR Individuals
SCHEDULE P-3A
Properties
SCHEDULE P-3B
Property Owners and Organizational Charts
SCHEDULE P-3C
Development Property Owners and Organizational Charts
SCHEDULE P-3D
Nets, Atlantic Yards, Bloomfield and Metrotech Associates and Organizational
Charts
SCHEDULE P-3E
Service Companies and Organizational Charts
SCHEDULE P-4
Preliminary Transactions
SCHEDULE P-5A
Nets, Atlantic Yards, Bloomfield and Metrotech Associates Transfers
SCHEDULE P-5B
Service Company Transfers
SCHEDULE P-6A
BCR Contributed Interests in Operating Properties
SCHEDULE P-6B
BCR Sold Interests in Operating Properties
SCHEDULE P-6C
FCE Contributed Interests in Operating Properties
SCHEDULE P-7A
BCR Contributed Interests in Development Properties
SCHEDULE P-7B
FCE Contributed Interests in Development Properties
SCHEDULE P-7C
BCR Sold Interests in Development Properties
SCHEDULE 1.2A
Ground Lease Consents
SCHEDULE 1.2B
Development Property Consents
SCHEDULE 1.3(b)
Certain Lender and Third Party Consents
SCHEDULE 2.3(c)
Determination of Value
SCHEDULE 3.1(a)
Existing Title Policies
SCHEDULE 3.1(b)
New Title Commitments
SCHEDULE 4.13-1
Anchors
SCHEDULE 4.13-2
Ground Lessors
SCHEDULE 4.13-3
Reciprocal Easement Agreements
SCHEDULE 4.17
Amended Operating Agreements or Partnership Agreements
SCHEDULE 4.18A
"Heldback" FCE Interests
SCHEDULE 4.18B
Certain Outside Investors and Outside Interests
SCHEDULE 5.3(j)
Outside Investor Consents
SCHEDULE 5.4(j)
Non-Consolidation Opinions
SCHEDULE 6.1(d)
Required Estoppel Certificates and Required BCR Consents
SCHEDULE 7.1(a)
FCE Entities Organization
SCHEDULE 7.1(e)
Capitalization of FCEI
SCHEDULE 7.1(r)
Individuals Comprising "Knowledge of Forest City"
SCHEDULE 7.2(a)
BCR Entities Organization
SCHEDULE 7.2(c)
Consents
SCHEDULE 7.2(f)
Non-Compliance with Laws
SCHEDULE 7.2(g)
Pending Tax Claims and Audits
SCHEDULE 7.2(j)
List of Ground Leases and Anchor Tenant Leases and Defaults Under Ground
Leases and Anchor Tenant Leases
-v-
SCHEDULES
SCHEDULE 7.2(k)
Unpaid Leasing Commissions, Fees and Tenant Improvement Allowances
SCHEDULE 7.2(l)
Defaults under Operating Contracts
SCHEDULE 7.2(m)
Defaults under Continuing Loans
SCHEDULE 7.2(n)
Environmental Reports
SCHEDULE 7.2(o)
Financial Information Letter
SCHEDULE 7.2(p)
FCRC Form 10-K Information
SCHEDULE 7.2(t)
Individuals Comprising "Knowledge of BCR Entities"
SCHEDULE 9.2(c)
Certain Waivers
-vi-
INDEX OF DEFINED TERMS
Page
2005 Form 10-K
44
2006 Form 10-Qs
44
80 DeKalb
17
80 DeKalb Value
18
Additional Units
13
Agreement
1
Anchor Tenant Leases
50
Anchors
26
Appraisal Notice
11
Atlantic Yards