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Forward Share Transaction
Forward Share Transaction (41K)
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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 . . .
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ISDA
As referenced in this Forward Share Transaction:
ISDA – 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
_____________
ISDA – 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
_____________
International Swaps and Derivatives Association – 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
_____________
ISDA – 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
_____________
ISDA – 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 "
_____________
dt 136493
;
 MLBFS
As referenced in this Forward Share Transaction:
Merrill
Lynch, Pierce, Fenner & Smith – 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,
_____________
dt 140885
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UBS Securities
As referenced in this Forward Share Transaction:
UBS Securities LLC – the event that the Borrower (Party B) under that
certain Securities Loan Agreement dated as of June 18,
2003 among Party B and UBS Securities LLC , as Agent, and
supplemented by the Supplemental Securities Loan
Agreement, among Party A, Party B, and UBS Securities
LLC, as Agent, dated
_____________
UBS Securities
LLC – among Party B and UBS Securities LLC, as Agent, and
supplemented by the Supplemental Securities Loan
Agreement, among Party A, Party B, and UBS Securities
LLC , as Agent, dated as of June 18, 2003 (collectively,
the "Securities Loan Agreement") does not deliver Shares
to Party A under that
_____________
dt 142396
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Wachovia Bank
As referenced in this Forward Share Transaction:
WACHOVIA BANK, – 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
_____________
Wachovia Bank, – 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
_____________
Wachovia Bank, – Attention: Senior Vice President - Corporate
Treasury and Global Funding Operation
Telecopier: 203-357-4975
Address for notices or communications to Party B:
Address: Wachovia Bank, National Association
c/o Wachovia Securities, LLC
12 East 49th Street, 45th Floor
New York, NY 10017
Attention: Equity Linked Products Division -
_____________
WACHOVIA BANK, – fax
at (212) 891-5042 (Attention: Cathleen Burke, by telephone contact (212)
909-0951).
Very truly yours,
{TABLE}
{S} {C}
WACHOVIA SECURITIES, LLC, WACHOVIA BANK, NATIONAL ASSOCIATION
acting solely in its capacity as Agent By: Wachovia Securities, LLC,
of Wachovia Bank, National Association acting solely in its
_____________
Wachovia Bank, – yours,
{TABLE}
{S} {C}
WACHOVIA SECURITIES, LLC, WACHOVIA BANK, NATIONAL ASSOCIATION
acting solely in its capacity as Agent By: Wachovia Securities, LLC,
of Wachovia Bank, National Association acting solely in its capacity as its Agent
By: /s/ STEVEN GRAY By: /s/ MARY LOUISE GUTTMANN
-------------------------------- -----------------------------------------
Name: Steven Gray
_____________
dt 139356
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