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Document Preview Forward Share Transaction |
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Title: |
Forward Share Transaction |
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Entities: |
General Electric Capital Corp.; Merrill Lynch, Pierce, Fenner & Smith Inc.; UBS Securities LLC; Wachovia Bank, NA; Wachovia Securities Inc.; Wachovia Securities, LLC; International Swaps & Derivatives Association, Inc. |
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Date: |
2003 |
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Size: |
Preview shows 4KB of 41KB total |
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Price: |
$39 |
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ID: |
#254553 |
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FORWARD SHARE TRANSACTION
DATE: JUNE 18, 2003
TO: SECURITY CAPITAL SHOPPING MALL BUSINESS TRUST
ADDRESS: C/O GE CAPITAL REAL ESTATE
292 LONG RIDGE ROAD
STAMFORD, CT 06927
ATTENTION: PHILIP MINTZ
FACSIMILE: (203) 585-0179
FROM: WACHOVIA SECURITIES, LLC
AS AGENT OF WACHOVIA BANK, NATIONAL ASSOCIATION (THE "AGENT")
WACHOVIA REFERENCE NUMBER: 484996
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the Transaction entered into between
Wachovia Bank, National Association ("Wachovia" or "Party B") and Security
Capital Shopping Mall Business Trust ("Party A") (collectively with Wachovia,
the "parties") on the Trade Date as specified below (the "Transaction"). This
Confirmation constitutes a "Confirmation" as referred to in the Master Agreement
specified below.
The definitions and provisions contained in the 2000 ISDA Definitions
(including the June 2000 Version Annex thereto) (the "2000 Definitions") and the
1996 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together
with the 2000 Definitions, the "Definitions"), in each case as published by the
International Swaps and Derivatives Association, Inc. ("ISDA") are incorporated
into, and subject to, this Confirmation. References herein to "Transaction"
shall be deemed references to "Swap Transaction" for purposes of the 2000
Definitions. In the event of any inconsistency between the 2000 Definitions and
the Equity Definitions, the Equity Definitions will govern. In the event of any
inconsistency between either set of Definitions and this Confirmation, this
Confirmation will prevail.
This Confirmation supplements, forms part of, and is subject to, the
ISDA Master Agreement between the parties, dated as of June 18, 2003 as may be
amended and supplemented from time to time (the "Master Agreement"). All
provisions contained in or incorporated by reference into the Master Agreement
will govern this Confirmation except as expressly modified below.
1. The terms of the particular Transaction to which this Confirmation relates
are as follows:
GENERAL TERMS:
Trade Date: June 18, 2003.
Effective Date: June 24, 2003, or on such later date as designed pursuant
to the terms of the Underwriting Agreement dated the date
hereof among the Issuer, Party A, Party B, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and the other
underwriters named therein (the "UNDERWRITING
AGREEMENT").
{PAGE}
Base Amount: Initially, 3,906,666 Shares. On each Settlement Date, the
Base Amount shall be reduced by the number of Settlement
Shares for such Settlement Date.
Maturity Date: June 21, 2004.
Forward Price: On the Effective Date, the Initial Forward Price, and on
any other day, (i) the Forward Price on the immediately
preceding calendar day multiplied by the sum of (A) 1
PLUS (B) the Daily Rate for such day, MINUS (ii) the sum
of any cash dividend paid on such day (other than any
cash dividend for which the ex-dividend date occurred
prior to the Effective Date); PROVIDED that if on any
Settlement Date an ex-dividend date for a cash dividend
has occurred, but such dividend has not yet been paid,
then, solely for the purpose of calculating the
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