IAS OPERATING PARTNERSHIP LP INVESCO MORTGAGE CAPITAL INC. Registration Rights Agreement March 12, 2013Registration Rights Agreement • March 15th, 2013 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) the Company’s 5.00% Exchangeable Senior Notes due 2018 (the “Notes”), exchangeable into common stock, par value $0.01 per share (“Invesco Mortgage Capital Common Stock”) of Invesco Mortgage Capital Inc., a Maryland corporation (“Invesco Mortgage Capital”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and Invesco Mortgage Capital agree with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
IAS OPERATING PARTNERSHIP LP, as Issuer, INVESCO MORTGAGE CAPITAL INC., as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 12, 2013 5.00% Exchangeable Senior Notes due 2018Indenture • March 15th, 2013 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
INDENTURE dated as of March 12, 2013 by and among IAS Operating Partnership LP, a Delaware limited partnership, as issuer (hereinafter called the “Issuer”), Invesco Mortgage Capital Inc., a Maryland corporation, as guarantor (hereinafter called “Invesco Mortgage Capital”), each having its principal office at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, and The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, as trustee hereunder (hereinafter called the “Trustee”).
