AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • December 7th, 2012 • DDR Corp • Real estate investment trusts • New York
Amended and Restated Sales Agency Financing Agreement (this “Agreement”), dated as of December 4, 2012, among DDR CORP., an Ohio corporation (the “Company”), BNY MELLON CAPITAL MARKETS, LLC, a registered broker-dealer organized under the laws of Delaware (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, “BNYMCM” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares hereunder, the “Forward Seller”), and THE BANK OF NEW YORK MELLON (as counterparty under any Forward Contract, the “Forward Purchaser”).
Master Confirmation for Forward Stock Sale TransactionsMaster Confirmation for Forward Stock Sale Transactions • December 7th, 2012 • DDR Corp • Real estate investment trusts
The purpose of this letter agreement (this “Master Confirmation”) is to confirm the terms and conditions of the transactions to be entered into from time to time between The Bank of New York Mellon (“BNYM”) and DDR Corp. (“Party B”) in accordance with the terms of the Amended and Restated Sales Agency Financing Agreement, dated as of December 4, 2012, among BNY Mellon Capital Markets, LLC, BNYM and Party B (the “Sales Agency Financing Agreement”) on the Trade Dates specified below (collectively, the “Transactions”, and each, a “Transaction”). Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation,” and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for purposes of the Agreement specified below) substantially in the form of Exhibit A hereto.
Master Confirmation for Forward Stock Sale TransactionsMaster Confirmation for Forward Stock Sale Transactions • December 7th, 2012 • DDR Corp • Real estate investment trusts
The purpose of this letter agreement (this “Master Confirmation”) is to confirm the terms and conditions of the transactions to be entered into from time to time between KeyBanc Capital Markets Inc. (“KBCM”) and DDR Corp. (“Party B”) in accordance with the terms of the Amended and Restated Sales Agency Financing Agreement, dated as of December 4, 2012, between KeyBanc Capital Markets Inc. and Party B (the “Sales Agency Financing Agreement”) on the Trade Dates specified below (collectively, the “Transactions”, and each, a “Transaction”). Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation,” and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for purposes of the Agreement specified below) substantially in the form of Exhibit A hereto.
