FEDERAL REALTY INVESTMENT TRUST (a Maryland real estate investment trust) FEDERAL REALTY OP LP (a Delaware limited partnership) (including the Additional Notes (as defined in the Purchase Agreement)) REGISTRATION RIGHTS AGREEMENT Dated: January 11, 2024Registration Rights Agreement • January 11th, 2024 • Federal Realty OP LP • Real estate investment trusts • New York
Federal Realty OP LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC (the “Representative”) are acting as the representatives, its 3.25% Exchangeable Senior Notes due 2029 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, Federal Realty Investment Trust, a Maryland real estate investment trust (the “Company”), and the Representatives, dated as of January 8, 2024 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable for common shares of beneficial interest of the Company, par value $.01 per share (the “Common Shares”), in accordance with the terms of the Notes and the Indenture (as defined below). To induce the Representatives to enter into the Purc
FEDERAL REALTY OP LPIndenture • January 11th, 2024 • Federal Realty OP LP • Real estate investment trusts • New York
INDENTURE dated as of January 11, 2024 among FEDERAL REALTY OP LP, a Delaware limited partnership, as issuer (the “Company,” as more fully set forth in Section 1.01 hereof), FEDERAL REALTY INVESTMENT TRUST, a Maryland real estate investment trust, as the REIT (the “REIT,” as more fully set forth in Section 1.01 hereof), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01 hereof).
Dealer’s name] [Dealer’s address]1Call Option Transaction • January 11th, 2024 • Federal Realty OP LP • Real estate investment trusts
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated January 8, 2024 (the “Offering Memorandum”) relating to the [__]% Exchangeable Senior Notes due 2029 (as originally issued by Counterparty, the “Exchangeable Notes” and each USD 1,000 principal amount of Exchangeable Notes, an “Exchangeable Note”) issued by Counterparty in an aggregate initial principal amount of USD [400,000,000] (as increased by [up to]2 an aggregate principal amount of USD [60,000,000] [if and to the extent that]3[pursuant to the exercise by]4 the Initial Purchasers (as defined below) [exercise]5[of]6 their opt
