SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • February 22nd, 2018 • Eastgroup Properties Inc • Real estate investment trusts • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of February 15, 2018 between EASTGROUP PROPERTIES, INC., a Maryland corporation (the “Company”), and ROBERT W. BAIRD & CO. INCORPORATED, a corporation and registered broker-dealer organized under the laws of Wisconsin (“Baird”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • November 5th, 2021 • Southern Co • Electric services • New York
Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (collectively, the “Sales Agents”). This opinion letter is being delivered to you in your capacity as Sales Agents pursuant to Section 2.02(iv) of the Agreements.
EX-1.3 4 dex13.htm SALES AGENCY FINANCING AGREEMENT Sales Agency Financing AgreementSales Agency Financing Agreement • May 5th, 2020 • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of April 2, 2010 by and among WESTAR ENERGY, INC., a Kansas corporation (the “Company”), BNY MELLON CAPITAL MARKETS, LLC, a registered broker-dealer organized under the laws of New York (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”).
FORM OF AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • January 17th, 2023 • Avalonbay Communities Inc • Real estate investment trusts • New York
This Amended and Restated Sales Agency Financing Agreement (this “Agreement”), is dated as of January 17, 2023, by and among AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and [_________], a registered broker-dealer (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, “Sales Agent,” and, to the extent applicable, [________] (in its capacity as agent for the Forward Purchaser (as defined below) in connection with the offering and sale of any Forward Hedge Shares hereunder, the “Forward Seller,” and [________] to the extent applicable, in its capacity as purchaser under any Forward Confirmation, “Forward Purchaser”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • January 10th, 2017 • Brandywine Operating Partnership, L.P. • Real estate investment trusts • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of January 10, 2017 between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the “Company”) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and Jefferies LLC, a registered broker-dealer organized under the laws of Delaware (the “Agent”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • August 3rd, 2012 • Avalonbay Communities Inc • Real estate investment trusts • New York
Email: bwright@eastdilsecured.com; mduffy@eastdilsecured.com; dlatshaw@eastdilsecured.com; barrett.kollme@wellsfargo.com; chris.flouhouse@wellsfargo.com; marc.ogborn@wellsfargo.com; john.baclawski@wellsfargo.com; camille.blanco@wellsfargo.com; m.golden@wellsfargo.com; son-mi.r.lee@wellsfargo.com; jennifer.r.lynch@wellsfargo.com; william.oconnell@wellsfargo.com; peg.oshea@wellsfargo.com; josie.callanan@wellsfargo.com brian.reale@wellsfargo.com
SECOND AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • July 31st, 2013 • Erp Operating LTD Partnership • Real estate investment trusts • New York
company, and BEL Residential Properties Trust, a Maryland real estate investment trust (each such entity, along with BEL Multifamily Property Trust, a Maryland real estate investment trust, BEL Communities Property Trust, a Maryland real estate investment trust, and BEL Apartment Properties Trust, a Maryland real estate investment trust, hereinafter referred to as a “Subsidiary REIT”)], contained in EQR’s certificate to us, dated as of the date hereof (the “Officer’s Certificate”), executed by a duly appointed officer of EQR setting forth certain representations and covenants relating to the organization and operation of EQR, the Operating Partnership, the Subsidiary REITs and their respective subsidiaries.
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • October 3rd, 2012 • DDR Corp • Real estate investment trusts • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of October 2, 2012, between DDR CORP., an Ohio corporation (the “Company”), and KEYBANC CAPITAL MARKETS INC., a registered broker-dealer organized under the laws of Ohio (“KBCM”).
Sales Agency Financing AgreementSales Agency Financing Agreement • August 27th, 2007 • Westar Energy Inc /Ks • Electric & other services combined • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of August 24, 2007 between WESTAR ENERGY, INC., a Kansas corporation (the “Company”), and BNY CAPITAL MARKETS, INC., a registered broker-dealer organized under the laws of New York (“BNYCMI”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • September 24th, 2012 • Eastgroup Properties Inc • Real estate investment trusts • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of September 20, 2012 between EastGroup Properties, Inc., a Maryland corporation (the “Company”), and RAYMOND JAMES & ASSOCIATES, INC., a registered broker-dealer organized under the laws of Florida (“Raymond James”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • March 10th, 2010 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of March 10, 2010 between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the “Company”) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and DEUTSCHE BANK SECURITIES INC., a registered broker-dealer organized under the laws of Delaware (“DBSI”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • June 2nd, 2017 • Boston Properties Inc • Real estate investment trusts • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of June 2, 2017, among BOSTON PROPERTIES, INC., a Delaware corporation (the “Company”), BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and , [a registered broker-dealer organized under the laws of Delaware] (“ “).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • February 25th, 2014 • Eastgroup Properties Inc • Real estate investment trusts • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of February 19, 2014 between EastGroup Properties, Inc., a Maryland corporation (the “Company”), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, a registered broker-dealer organized under the laws of Delaware (“Merrill Lynch”).
AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • February 3rd, 2011 • Erp Operating LTD Partnership • Real estate investment trusts • New York
Partners, Inc., a Delaware corporation, EQR-District Holding, LLC, a Delaware limited liability company, and BEL Residential Properties Trust, a Maryland real estate investment trust (each such entity, along with BEL Multifamily Property Trust, a Maryland real estate investment trust, BEL Communities Property Trust, a Maryland real estate investment trust, and BEL Apartment Properties Trust, a Maryland real estate investment trust, hereinafter referred to as a “Subsidiary REIT”), contained in EQR’s certificate to us, dated as of the date hereof (the “Officer’s Certificate”), executed by a duly appointed officer of EQR setting forth certain representations and covenants relating to the organization and operation of EQR, the Operating Partnership, the Subsidiary REITs and their respective subsidiaries.
EX-1.3 4 dex13.htm SALES AGENCY FINANCING AGREEMENT ... MORGAN STANLEY & CO. INCORPORATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • May 5th, 2020 • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of April 21, 2010, among BOSTON PROPERTIES, INC., a Delaware corporation (the “Company”), BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and MORGAN STANLEY & CO. INCORPORATED, a registered broker-dealer organized under the laws of Delaware (“Morgan Stanley”).
AMENDMENT NO. 1 TO SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • April 25th, 2013 • Host Hotels & Resorts, Inc. • Real estate investment trusts
Amendment No. 1, dated as of April 25, 2013 (this “Amendment”) between HOST HOTELS & RESORTS, INC., a Maryland corporation (the “Company”), and SCOTIA CAPITAL (USA) INC., a registered broker-dealer organized under the laws of Delaware (“SCUSA”) to the Sales Agency Financing Agreement (the “Sales Agency Agreement”), dated as of April 24, 2012, between the Company and SCUSA.
Sales Agency Financing AgreementSales Agency Financing Agreement • September 5th, 2008 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of September 5, 2008 between MDU Resources Group, Inc., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC (“Wells Fargo”).
AMENDMENT NO. 1, DATED AS OF JUNE 15, 2021, TO SALES AGENCY FINANCING AGREEMENT, DATED AS OF DECEMBER 6, 2019Sales Agency Financing Agreement • June 15th, 2021 • SITE Centers Corp. • Real estate investment trusts • New York
This Amendment No. 1 (this “Amendment”) to the Sales Agency Financing Agreement, dated as of December 6, 2019 (the “Agreement”), [between][among] SITE Centers Corp., an Ohio corporation (the “Company”), [and] [ ] (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares, the “Sales Agent” [and, in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares, the “Forward Seller”]) [and [ ] (in its capacity as counterparty under any Forward Contract, the “Forward Purchaser”)], is dated as of June 15, 2021 (the “Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meanings specified in the Agreement.
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • October 25th, 2024 • Eastgroup Properties Inc • Real estate investment trusts • New York
This SALES AGENCY FINANCING AGREEMENT (this “Agreement”), is dated as of October 25, 2024, by and between EASTGROUP PROPERTIES, INC., a Maryland corporation (the “Company”), and each of (i) Robert W. Baird & Co. Incorporated (“Baird”), BofA Securities, Inc. (“BofA”), BTIG, LLC (“BTIG”), Jefferies LLC (“Jefferies”), J.P. Morgan Securities LLC (“JPM”), Raymond James & Associates, Inc. (“RJ”), Regions Securities LLC (“Regions”), Samuel A. Ramirez & Company, Inc. (“Ramirez”) and TD Securities (USA) LLC (“TD Securities”) as sales agents and/or principal (each, a “Sales Agent,” and collectively, the “Sales Agents”); (ii) Baird, BofA, Jefferies, JPM, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), RJ, Regions and TD Securities as forward sellers (each, a “Forward Seller”, and collectively, the “Forward Sellers”); and (iii) Baird, Bank of America, N.A., Jefferies, JPMorgan Chase Bank, National Association, Nomura Global Financial Products, Inc., RJ, Regions and The T
AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • March 10th, 2017 • Eastgroup Properties Inc • Real estate investment trusts • New York
Amended and Restated Sales Agency Financing Agreement (this “Agreement”), dated as of March 6, 2017 between EastGroup Properties, Inc., a Maryland corporation (the “Company”), and Raymond James & Associates, Inc., a registered broker-dealer organized under the laws of Florida (“Raymond James”).
SALES AGENCY FINANCING AGREEMENT between EASTGROUP PROPERTIES, INC. (the “Company”) and TD SECURITIES (USA) LLC (the “Covered Agent”) July 28, 2021Sales Agency Financing Agreement • July 28th, 2021 • Eastgroup Properties Inc • Real estate investment trusts • New York
This Sales Agency Financing Agreement (this “Agreement”), dated as of July 28, 2021, is made by and between EASTGROUP PROPERTIES, INC., a Maryland corporation (the “Company”), and TD SECURITIES (USA) LLC, a registered broker-dealer organized under the laws of Delaware (the “Covered Agent”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • May 18th, 2023 • Boston Properties LTD Partnership • Real estate investment trusts • New York
Each of Boston Properties, Inc., a Delaware corporation (the “Company”), and Boston Properties Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), confirms its agreement with [[•] (in its capacity as purchaser under any Forward Contract (as defined below), the “Forward Purchaser”) and] [•] (in its capacity as agent for the Company and/or principal in connection with the offering and sale of any Issuance Shares (as defined below) hereunder, the “Agent” [and, in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) hereunder, the “Forward Seller”]), as stated in this sales agency financing agreement (as the same may be amended or supplemented from time to time, this “Agreement”) as follows:
EX-1.3 4 dex13.htm SALES AGENCY FINANCING AGREEMENT SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • May 5th, 2020 • New York
THIS SALES AGENCY FINANCING AGREEMENT (this “Agreement”), dated as of September 28, 2009, among EQUITY RESIDENTIAL, a Maryland real estate investment trust (“EQR”), ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership (“ERP”, and together with EQR, the “Transaction Entities”), and MORGAN STANLEY & CO. INCORPORATED (“Morgan Stanley”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • May 8th, 2009 • Southern Co • Electric services • New York
AMENDMENT TO SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • August 7th, 2012 • Westar Energy Inc /Ks • Electric & other services combined • New York
AMENDMENT dated May 26, 2010 (this “Amendment”) to the Sales Agency Financing Agreement (the “Sales Agency Financing Agreement”) dated as of April 2, 2010 by and among WESTAR ENERGY, INC., a Kansas corporation (the “Company”), BNY MELLON CAPITAL MARKETS, LLC, a registered broker-dealer organized under the laws of New York (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares thereunder, “BNYMCM” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares thereunder, the “Forward Seller”) and THE BANK OF NEW YORK MELLON (as counterparty under any Forward Contract, the “Forward Purchaser”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • July 27th, 2011 • ITC Holdings Corp. • Electric services • New York
• The statement set forth in the first sentence of the third paragraph under the caption “Plan of Distribution” in the Prospectus Supplement dated July 27, 2011 relating to the Issuance Shares.
AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • February 3rd, 2011 • Erp Operating LTD Partnership • Real estate investment trusts • New York
Partners, Inc., a Delaware corporation, EQR-District Holding, LLC, a Delaware limited liability company, and BEL Residential Properties Trust, a Maryland real estate investment trust (each such entity, along with BEL Multifamily Property Trust, a Maryland real estate investment trust, BEL Communities Property Trust, a Maryland real estate investment trust, and BEL Apartment Properties Trust, a Maryland real estate investment trust, hereinafter referred to as a “Subsidiary REIT”), contained in EQR’s certificate to us, dated as of the date hereof (the “Officer’s Certificate”), executed by a duly appointed officer of EQR setting forth certain representations and covenants relating to the organization and operation of EQR, the Operating Partnership, the Subsidiary REITs and their respective subsidiaries.
AMENDMENT TO AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • February 22nd, 2018 • Eastgroup Properties Inc • Real estate investment trusts • New York
Amendment to Amended and Restated Sales Agency Financing Agreement (the “Amendment”), dated as of February 15, 2018 between EASTGROUP PROPERTIES, INC., a Maryland corporation (the “Company”), and BNY MELLON CAPITAL MARKETS, LLC, a limited liability company and registered broker-dealer organized under the laws of Delaware (“BNYMCM”, and together with the Company, the “Parties” and each a “Party”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • May 8th, 2009 • Southern Co • Electric services • New York
occurred or may occur, (ii) are occasioned by the declaration of dividends, (iii) are occasioned by draw-downs under existing pollution control financing arrangements, (iv) are occasioned by draw-downs and regularly scheduled payments of capitalized lease obligations, (v) are occasioned by the purchase or redemption of bonds or stock to satisfy mandatory or optional redemption provisions relating thereto, (vi) are occasioned by the reclassification of current maturities of long-term debt, or (vii) are disclosed in such letter; and (5) any unaudited amounts for Operating Revenues, Earnings from Continuing Operations Before Income Taxes, Earnings from Continuing Operations and Net Income and any unaudited Ratio of Earnings to Fixed Charges and unaudited Ratio of Earnings to Fixed Charges and Preferred Dividends for any calendar quarter subsequent to those set forth in (3) above, which, if available, shall be set forth in such letter, do not agree with the amounts set forth in or derived
AMENDMENT NO. 1 TO SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • August 13th, 2009 • Washington Real Estate Investment Trust • Real estate investment trusts • New York
This Amendment No. 1 dated as of August 13, 2009 (this “Amendment”) to that certain Sales Agency Financing Agreement dated as of August 28, 2008 (the “Original Agreement”), between Washington Real Estate Investment Trust, a real estate investment trust organized under the laws of the State of Maryland (the “Company”), and BNY Mellon Capital Markets, LLC, a registered broker-dealer organized under the laws of the State of Delaware (“BNYMCM”).
SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • April 25th, 2012 • Host Hotels & Resorts, Inc. • Real estate investment trusts • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of April 24, 2012 between HOST HOTELS & RESORTS, INC., a Maryland corporation (the “Company”), and SCOTIA CAPITAL (USA) INC., a registered broker-dealer organized under the laws of New York (“SCUSA”).
AMENDMENT NO. 1 TO SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • December 6th, 2019 • SITE Centers Corp. • Real estate investment trusts • New York
AMENDMENT NO. 1, dated as of December 6, 2019 (this “Amendment No. 1”), by and [among][between] SITE Centers Corp., an Ohio corporation (the “Company”)[,][and] [●] (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares, the “Sales Agent” [and, in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares, the “Forward Seller”) and [●] (as counterparty under any Forward Contract, the “Forward Purchaser”])1, to that certain Sales Agency Financing Agreement, dated December 7, 2018 (the “Agreement”). Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
To: AvalonBay Communities, Inc.Sales Agency Financing Agreement • January 17th, 2023 • Avalonbay Communities Inc • Real estate investment trusts • New York
The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [______] (“Dealer”) and AvalonBay Communities, Inc. (“Counterparty”) in accordance with the terms of the Amended and Restated Sales Agency Financing Agreement, dated as of January 17, 2023 (the “Sales Agreement”), [between][among] Dealer, as [forward purchaser], [_________], as [forward seller] [, [_____]][and] Counterparty on the Trade Dates specified herein (collectively, the “Transactions” and each, a “Transaction”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below. 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. Each Confirmat
HEALTHCARE REALTY TRUST INCORPORATED 9,000,000 SHARES SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • March 29th, 2013 • Healthcare Realty Trust Inc • Real estate investment trusts • New York
HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with Scotia Capital (USA) Inc. (“Agent”), as follows:
AMENDMENT TO AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • February 22nd, 2018 • Eastgroup Properties Inc • Real estate investment trusts • New York
Amendment to Amended and Restated Sales Agency Financing Agreement (the “Amendment”), dated as of February 15, 2018 between EASTGROUP PROPERTIES, INC., a Maryland corporation (the “Company”), and RAYMOND JAMES & ASSOCIATES, INC., a registered broker-dealer organized under the laws of Florida (“Raymond James” and together with the Company, the “Parties” and each a “Party”).
