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 | 2006 |
Standard Form of Agreement Between Owner and Contractor Where the Basis for Payment Is the Cost of the Work Plus a Fee with a Negotiated Guaranteed Maximum Price
Standard Form of Agreement Between Owner and Contractor Where the Basis for Payment Is the Cost of the Work Plus a Fee with a Negotiated Guaranteed Maximum Price (280K)
Doc #2496928: Click preview link for longer preview.
AIA? Document A111 TM - 1997
Standard Form of Agreement Between Owner and Contractor
Where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price
AGREEMENT made as of the 6th
day of
September
in the year Two Thousand and Six
(In words, indicate day, month and year)
BETWEEN the Owner:
(Name, address and other information)
NORTHFIELD WINDSOR LLC
151 Farmington Avenue
Hartford, CT 06106
Attn: Ronald E. Falkner
and the Contractor:
(Name, address and other information) . . .
2496928
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Trammell Crow
As referenced in this Standard Form of Agreement Between Owner and Contractor Where the Basis for Payment Is the Cost of the Work Plus a Fee with a Negotiated Guaranteed Maximum Price:
Trammell Crow Co – the responsibility of others. The Contractors services shall be performed in conjunction with and in coordination with the services of a Construction Manager designated by Owner, which shall initially be Trammell Crow Co mpany (Construction Manager). References to the Construction Manager herein shall be deemed to include the Construction Manager as Owners representative. The designation of a Construction Manager to administer this Agreement,
_____________
Trammell Crow Co – Documents.
1.2.9. The Contractors services shall be performed in conjunction with and in coordination with the services of a Construction Manager designated by Owner, which shall initially be Trammell Crow Co mpany (Construction Manager). References to the Construction Manager herein shall be deemed to include the Construction Manager as Owners representative.
1.3 CAPITALIZATION
1.3.1 Terms capitalized in these
_____________
Trammell Crow Co – Architect, an Owners representative, a Construction Manager, or other party. As of the date of this Agreement, the Owner has elected to have the administration of the Contract performed by Trammell Crow Co mpany, as the Construction Manager, as set forth in Section 1.2.9 of this Agreement, but may change such administrator at any time in its sole discretion. If the
_____________
Trammell Crow Co – forth in Section 1.2.9 of this Agreement, but may change such administrator at any time in its sole discretion. If the Owner chooses to use someone other than Trammell Crow Co mpany, such party shall be substituted for Trammell Crow when referred to in the Contract Documents for administration of the Contract. Any such administrator is not required to be licensed
_____________
dt 1581294
;
| |
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (278K)
Doc #2626573: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
TRAMMELL CROW COMPANY,
CB RICHARD ELLIS GROUP, INC.
and
A-2 ACQUISITION CORP.
October 30, 2006
Table of Contents
Page
ARTICLE 1 DEFINITIONS
1
1.1.
Definitions
1
ARTICLE 2 THE MERGER
11
2.1.
The Merger
11
2.2.
Organizational Documents
12
2.3.
Directors and . . .
2626573
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Trammell Crow
As referenced in this Agreement and Plan of Merger:
TRAMMELL CROW CO – Agreement and Plan of Merger
EX-2.01 2 dex201.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.01
CONFIDENTIAL
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
by and among
TRAMMELL CROW CO MPANY,
CB RICHARD ELLIS GROUP, INC.
and
A-2 ACQUISITION CORP.
October 30, 2006
Table of Contents
Page
ARTICLE 1 DEFINITIONS
1
1.1.
Definitions
1
ARTICLE 2 THE MERGER
_____________
Trammell Crow Co – Agreement Amendments
ii
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into this 30th day of October 2006, by and among Trammell Crow Co mpany, a Delaware corporation (the Company), CB Richard Ellis Group, Inc., a Delaware corporation (Parent), and A-2 Acquisition Corp., a Delaware corporation wholly owned, directly or indirectly, by Parent (
_____________
Trammell Crow Co – administrative agent, swing line lender and issuing bank, and the other lender parties thereto, as amended through the date hereof and (ii) the Letter Agreement, dated June 15, 2006, between Trammell Crow Co mpany (UK) Limited and The Royal Bank of Scotland.
Development and Investment Activities means the real estate development and investment activities conducted by the Company primarily through its Development and
_____________
Trammell Crow Co – Effective Time, the Company shall take all necessary action under all stock purchase plans in place at the Company or any of its Subsidiaries relating to Company Shares (including the Trammell Crow Co mpany Employee Stock Purchase Plan) (collectively, Purchase Plans) to provide that (i) all participants rights under all current offering periods shall terminate at the end of the next payroll date
_____________
Trammell Crow Co – to any Company Employee or Company Independent Contractor other than payments pursuant to the Companys annual cash incentive programs as in effect on the date of this agreement (including the Trammell Crow Co mpany 2006 Annual Principal Bonus Plan) in the Ordinary Course of Business or under other commitments made or contemplated in writing prior to October 20, 2006 (with all implementation of
_____________
dt 1654848
;
CB Richard Ellis
As referenced in this Agreement and Plan of Merger:
CB RICHARD ELLIS GROUP, INC – of Merger
EX-2.01 2 dex201.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.01
CONFIDENTIAL
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
by and among
TRAMMELL CROW COMPANY,
CB RICHARD ELLIS GROUP, INC .
and
A-2 ACQUISITION CORP.
October 30, 2006
Table of Contents
Page
ARTICLE 1 DEFINITIONS
1
1.1.
Definitions
1
ARTICLE 2 THE MERGER
11
2.1.
The Merger
_____________
CB Richard Ellis Group, Inc – This AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into this 30th day of October 2006, by and among Trammell Crow Company, a Delaware corporation (the Company), CB Richard Ellis Group, Inc ., a Delaware corporation (Parent), and A-2 Acquisition Corp., a Delaware corporation wholly owned, directly or indirectly, by Parent (Acquiror).
WHEREAS, the Board of Directors of the Company has (
_____________
CB Richard Ellis Group, Inc – Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given,
if to Parent or Acquiror, to:
CB Richard Ellis Group, Inc .
100 North Sepulveda Boulevard, Suite 1050
El Segundo, California 90245
Attention: General Counsel
Telecopy No.: 310-606-4701
with a copy to (which copy shall not be deemed to
_____________
CB RICHARD ELLIS GROUP, INC – respective authorized officers as of the day and year first above written.
TRAMMELL CROW COMPANY
By:
/s/ ROBERT E. SULENTIC
Name:
Robert E. Sulentic
Title:
Chairman & Chief Executive Officer
CB RICHARD ELLIS GROUP, INC .
By:
/s/ BRETT WHITE
Name:
Brett White
Title:
President & Chief Executive Officer
A-2 ACQUISITION CORP.
By:
/s/ BRETT WHITE
Name:
Brett White
Title:
President
65
_____________
dt 1670125
;
 BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – oral, in each case that is legally binding as of the date in question.
Credit Agreements means (i) the Credit Agreement, dated as of June 28, 2005, among the Company, Bank of America, N.A. , as administrative agent, swing line lender and issuing bank, and the other lender parties thereto, as amended through the date hereof and (ii) the Letter Agreement, dated June 15,
_____________
dt 1635777
;
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – or cause to be taken, all other actions reasonably necessary to cause the redemption of the Notes pursuant to the Indenture, dated as of May 22, 2003, between Services and U.S. Bank National Association (as amended, the Indenture) and, as of March 16, 2007, the satisfaction and discharge of the Indenture and the Notes.
7.5. Parent Board of Directors. Subject to applicable
_____________
dt 1644281
;
 Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – after the Effective Time, the Merger shall have the effects set forth in the DGCL.
(d) The closing of the Merger (the Closing) shall be held at the offices of Simpson Thacher & Bartlett LLP, 2550 Hanover Street, Palo Alto, California 94304 (or such other place as agreed by the parties) at 8:00 a.m., Pacific time, on the second
_____________
Simpson Thacher – 1050
El Segundo, California 90245
Attention: General Counsel
Telecopy No.: 310-606-4701
with a copy to (which copy shall not be deemed to be notice to Parent or Acquiror):
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
Attention: Richard Capelouto
Facsimile Number: (650) 251-5002
if to the Company, to:
Trammell Crow Company
2001 Ross Avenue,
_____________
dt 1681690
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (281K)
Doc #2633196: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
TRAMMELL CROW COMPANY,
CB RICHARD ELLIS GROUP, INC.
and
A-2 ACQUISITION CORP.
October 30, 2006
Table of Contents
Page
ARTICLE 1 DEFINITIONS
1
1.1.
Definitions
1
ARTICLE 2 THE MERGER
14
2.1.
The Merger
14
2.2.
Organizational Documents
14
2.3.
Directors . . .
2633196
|
Trammell Crow
As referenced in this Agreement and Plan of Merger:
TRAMMELL CROW CO –
EX-10.1 2 a06-22997_1ex10d1.htm EX-10.1
Exhibit 10.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
by and among
TRAMMELL CROW CO MPANY,
CB RICHARD ELLIS GROUP, INC.
and
A-2 ACQUISITION CORP.
October 30, 2006
Table of Contents
Page
ARTICLE 1 DEFINITIONS
1
1.1.
Definitions
1
ARTICLE 2 THE MERGER
_____________
Trammell Crow Co – Agreement Amendments
iii
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into this 30th day of October 2006, by and among Trammell Crow Co mpany, a Delaware corporation (the Company), CB Richard Ellis Group, Inc., a Delaware corporation (Parent), and A-2 Acquisition Corp., a Delaware corporation wholly owned, directly or indirectly, by Parent (
_____________
Trammell Crow Co – agent, swing line lender and issuing bank, and the other lender parties thereto, as amended through the date hereof and (ii) the Letter
5
Agreement, dated June 15, 2006, between Trammell Crow Co mpany (UK) Limited and The Royal Bank of Scotland.
Development and Investment Activities means the real estate development and investment activities conducted by the Company primarily through its Development and
_____________
Trammell Crow Co – Effective Time, the Company shall take all necessary action under all stock purchase plans in place at the Company or any of its Subsidiaries relating to Company Shares (including the Trammell Crow Co mpany Employee Stock Purchase Plan) (collectively, Purchase Plans) to provide that (i) all participants rights under all current offering periods shall terminate at the end of the next payroll date
_____________
Trammell Crow Co – to any Company Employee or Company Independent Contractor other than payments pursuant to the Companys annual cash incentive programs as in effect on the date of this agreement (including the Trammell Crow Co mpany 2006 Annual Principal Bonus Plan) in the Ordinary Course of Business or under other commitments made or contemplated in writing prior to October 20, 2006 (with all implementation of
_____________
dt 1654851
;
CB Richard Ellis
As referenced in this Agreement and Plan of Merger:
CB RICHARD ELLIS GROUP, INC –
EX-10.1 2 a06-22997_1ex10d1.htm EX-10.1
Exhibit 10.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
by and among
TRAMMELL CROW COMPANY,
CB RICHARD ELLIS GROUP, INC .
and
A-2 ACQUISITION CORP.
October 30, 2006
Table of Contents
Page
ARTICLE 1 DEFINITIONS
1
1.1.
Definitions
1
ARTICLE 2 THE MERGER
14
2.1.
The Merger
_____________
CB Richard Ellis Group, Inc – This AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into this 30th day of October 2006, by and among Trammell Crow Company, a Delaware corporation (the Company), CB Richard Ellis Group, Inc ., a Delaware corporation (Parent), and A-2 Acquisition Corp., a Delaware corporation wholly owned, directly or indirectly, by Parent (Acquiror).
WHEREAS, the Board of Directors of the Company has (
_____________
CB Richard Ellis Group, Inc – Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given,
if to Parent or Acquiror, to:
CB Richard Ellis Group, Inc .
100 North Sepulveda Boulevard, Suite 1050
El Segundo, California 90245
Attention: General Counsel
Telecopy No.: 310-505-4701
with a copy to (which copy shall not be deemed to
_____________
CB RICHARD ELLIS GROUP, INC – by their respective authorized officers as of the day and year first above written.
TRAMMELL CROW COMPANY
By:
/s/ Robert E. Sulentic
Name: Robert E. Sulentic
Title: Chairman and CEO
CB RICHARD ELLIS GROUP, INC .
By:
/s/ Brett White
Name: Brett White
Title: President and Chief Executive
Officer
A-2 ACQUISITION CORP.
By:
/s/ Brett White
Name: Brett White
Title: President
82
_____________
dt 1670128
;
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – oral, in each case that is legally binding as of the date in question.
Credit Agreements means (i) the Credit Agreement, dated as of June 28, 2005, among the Company, Bank of America, N.A. , as administrative agent, swing line lender and issuing bank, and the other lender parties thereto, as amended through the date hereof and (ii) the Letter
5
Agreement, dated June
_____________
dt 1635800
;
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – or cause to be taken, all other actions reasonably necessary to cause the redemption of the Notes pursuant to the Indenture, dated as of May 22, 2003, between Services and U.S. Bank National Association (as amended, the Indenture) and, as of March 16, 2007, the satisfaction and discharge of the Indenture and the Notes.
7.5. Parent Board of Directors. Subject to applicable
_____________
dt 1644313
;
Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – after the Effective Time, the Merger shall have the effects set forth in the DGCL.
(d) The closing of the Merger (the Closing) shall be held at the offices of Simpson Thacher & Bartlett LLP, 2550 Hanover Street, Palo Alto, California 94304 (or such other place as agreed by the parties) at 8:00 a.m., Pacific time, on the second
_____________
Simpson Thacher – 1050
El Segundo, California 90245
Attention: General Counsel
Telecopy No.: 310-505-4701
with a copy to (which copy shall not be deemed to be notice to Parent or Acquiror):
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
Attention: Richard Capelouto
Facsimile Number: (650) 251-5002
if to the Company, to:
Trammell Crow Company
2001 Ross Avenue,
_____________
dt 1681701
|
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| 2003 |
Agreement for Purchase and Sale of Real Property and Escrow Instructions (Improved Property)
Agreement for Purchase and Sale of Real Property and Escrow Instructions (Improved Property) (83K)
Doc #130841: Click preview link for longer preview.
AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY AND ESCROW INSTRUCTIONS
(IMPROVED PROPERTY)
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of this 14th day of May, 2003, by and
between T REIT - Thousand Oaks, LP, a Texas limited partnership, ("Seller"), and
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust and/or assigns
("Buyer"), with reference to the following facts:
A. Seller owns certain real property located in Bexar County,
Texas and more specifically described in Exhibit A attached
hereto (the "Land"), commonly known as Thousand Oaks Shopping
Center located at 2915 Thousand Oaks Drive, San Antonio, Texas
and such other assets, as the same are herein described.
B. Seller desires to sell to Buyer and Buyer desires to purchase
from Seller the Land and the associated assets.
NOW, THEREFORE, in consideration of the mutual covenants, premises and
agreements herein contained, the parties hereto do hereby agree as follows:
1. PURCHASE AND SALE
1.1 The purchase and sale includes, and at Close of Escrow
(hereinafter defined) Seller shall sell, assign, grant and transfer to Buyer,
all of the following (hereinafter sometimes collectively, the "Property");
1.1.1. The Land, together with all structures, buildings,
improvements, machinery, fixtures, and equipment affixed or attached to the Land
and all easements and rights appurtenant to the Land (all of the foregoing being
collectively referred to herein as the "Real Property");
1.1.2. The interest of lessor or landlord in all leases (the "Leases"
or "Tenant Leases"), including associated amendments, with all persons
("Tenants") leasing the Real Property or any part thereof or hereafter entered
into in accordance with the terms hereof prior to Close of Escrow, together with
all security deposits, prepaid rent other than rent due for the month in which
closing occurs, utility deposit, other deposits held in connection with the
Leases, Lease guarantees and other similar credit enhancements providing
additional security for such Leases;
{PAGE}
1.1.3. All tangible and intangible personal property owned by Seller
located on or used in connection with the Real Property, including,
specifically, without limitation, equipment, furniture, tools and supplies, and
all related intangibles including Seller's interest in the name "Thousand Oaks
Shopping Center" (the "Personal Property");
1.1.4. All the rights and appurtenances pertaining to the Real
Property, including any mineral rights, rights under any reciprocal easement
agreements or other recorded or unrecorded instruments benefiting the Property,
any right, title, or interest of Seller in and to easements, adjacent or
contiguous tracts, strips, gores, streets, alleys, or rights-of-way, any
reversionary rights attributable to the Real Property, any condemnation awards
made or to be made in lieu thereof, and any awards for damage to the Real
Property by reason of a change of grade of any highway, street, road, or avenue
(hereinafter called the "Appurtenances"); and
1.1.5. All of the following to the extent they relate to or arise out
of the design, construction, ownership, use, leasing, maintenance, service, or
operation of the Real Property, Leases, or Personal Property: (i) contracts or
agreements such as maintenance, service, or utility contracts (hereinafter
called the "Contracts"), to the extent that Buyer elects to take assignment
thereof, (ii) warranties, guaranties, indemnities, and claims, (iii) development
rights, governmental approvals, licenses, permits, or similar documents, (iv)
all wastewater capacity reservations of any kind or character relating or
allocated to the Real Property issued by the City of San Antonio or any other
governmental body and all other rights relating to sewage treatment capacity,
water capacity, wastewater and storm water capacity, and other utilities
currently serving the Real Property, (v) telephone exchanges, trade names,
marks, all goodwill attributable to or associated with such trade names and
marks, and other identifying material used by Seller in the operation of the
Real Property, (vi) plans, drawings, specifications, surveys, engineering
reports, environmental reports and audits, government or regulatory compliance
reports, such as, American with Disabilities Act compliance reports, equipment
manuals, and other technical manuals and descriptions, (vii) insurance contracts
or policies, to the extent that Buyer elects to take assignment thereof, and
(viii) other property (real, personal, or mixed, tangible or intangible), owned
or held by Seller to the extent Buyer elects to take assignment thereof
(collectively, all such property described in this subparagraph being called the
"Intangible Property").
2. PURCHASE PRICE
The total Purchase Price of the Property shall be Fifteen Million Eight Hundred
Eighty Thousand Dollars ($15,880,000.00) ("Purchase Price") payable as follows:
2.1 Deposit/Further Payments/Down Payment.
2.1.2 Within three (3) business days following mutual execution of
the Agreement and delivery of the Agreement to the Escrow Holder (as hereinafter
defined), Buyer shall deposit into Escrow the amount of $100,000 (the
"Deposit"), in the form of a wire transfer payable to Stewart Title Company,
Houston Division, 1980 Post Oak Blvd., Houston Texas 77056,
{PAGE}
Attention Jim Putnam ("Escrow Holder"). Escrow Holder shall place the Deposit
into an interest bearing money market account at a bank or other financial
institution reasonably satisfactory to Buyer, and interest thereon shall be
credited to Buyer's account. Notwithstanding any other provision in this
Agreement, Buyer's Deposit and interest shall be fully refundable to Buyer for
any reason throughout Buyer's Inspection Period (as hereinafter defined) or in
the event Seller fails to perform its obligations under this Agreement.
2.1.3 Additionally, concurrently with the deposit of the Deposit
into Escrow, Buyer shall deliver to Seller the sum of One Hundred and 00/100
Dollars ($100.00) ("Inspection Fee") as consideration for Buyer's information
review and property inspection rights set forth herein, which Inspection Fee
shall remain the property of Seller in all instances.
2.1.4 On or before Close of Escrow, Buyer shall deposit into Escrow
the balance of the Purchase Price, subject to any adjustments and credits
provided in this Agreement, by wire transfer payable to Escrow Holder.
3. TITLE TO PROPERTY
3.1 Title Insurance.
3.1.1 Escrow Holder will obtain at Seller's cost owner's policy of
title insurance for fee simple title to the Real property from Escrow Holder,
showing Buyer as the insured (the "Title Policy") in the amount of the Purchase
Price. The Title Policy is to be free and clear of encumbrances except as
follows:
3.1.2 The permitted exceptions included in such policy and approved
by Buyer in writing; and
3.1.3 The standard title policy form provisions and exceptions as
modified as follows: (1) the restrictive covenants exception shall be deleted if
the Title Policy does not list any restrictive covenants as exceptions to title;
(2) the standard exception for current taxes shall except only to taxes for the
year in which the Close of Escrow occurs and shall indicate that such taxes are
not yet due and payable; (3) the exception for rights of parties in possession
shall except only to the rights of tenants in possession under leases identified
on a schedule attached to the policy, which shall be a schedule of the Tenant
Leases; and (4) the exception for any discrepancies, conflicts, encroachments,
or any overlapping of improvements shall be deleted, except with respect to
shortages in the area (any title fee or premium incurred in connection with the
deletion of this item (4) shall be paid by Buyer).
3.2. Procedure for Approval of Title.
Buyer shall order from Escrow Agent a title commitment (the "Title
Report") committing to issue to Buyer an Owner's Title Policy, together with
copies of all exceptions listed in such commitment (the "Title Documents").
Buyer shall have a period of ten (10) business days following the date of
Buyer's receipt of all of the Title Documents and an updated survey to the
130841
|
Trammell Crow
As referenced in this Agreement for Purchase and Sale of Real Property and Escrow Instructions (Improved Property):
Trammell Crow Co – fees or commissions being due and
payable to any party with respect to the transaction contemplated hereby, except
that Seller has contracted with Trammell Crow Co mpany as its broker and Seller
will pay any commission due to said broker arising out of this transaction. Each
party hereby indemnifies
_____________
dt 109583
;
Weingarten
As referenced in this Agreement for Purchase and Sale of Real Property and Escrow Instructions (Improved Property):
WEINGARTEN REALTY INVESTORS, – into as of this 14th day of May, 2003, by and
between T REIT - Thousand Oaks, LP, a Texas limited partnership, ("Seller"), and
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust and/or assigns
("Buyer"), with reference to the following facts:
A. Seller owns certain real property
_____________
Weingarten Realty Investors
– 701 East Byrd Street, 15th Floor
Richmond, VA 23219
Telephone: (804) 771-9567
Telecopy: (804) 644-0957
Attention: Louis J. Rogers, Esq.
Buyer: Weingarten Realty Investors
2600 Citadel Plaza Drive
Houston, TX 77008
Telephone: (713) 866-6000
Telecopy: (713) 866-6049
Attention: M. Candace DuFour, Vice President
Copy
_____________
WEINGARTEN REALTY INVESTORS, – Virginia
limited liability company
Its: Manager
By:
-----------------------------------
Anthony W. Thompson, President
EXECUTED BY BUYER on this the __________ day of May, 2003.
BUYER:
WEINGARTEN REALTY INVESTORS,
a Texas real estate investment trust
By:___________________________________________________
M. Candace DuFour, Vice President
{PAGE}
SIGNATURE PAGE FOR
THOUSAND OAKS SHOPPING CENTER
SAN
_____________
WEINGARTEN REALTY INVESTORS, – Virginia
limited liability company
Its: Manager
By:__________________________________________________________
Anthony W. Thompson, President
EXECUTED BY BUYER on this 15th day of May, 2003.
BUYER:
WEINGARTEN REALTY INVESTORS,
a Texas real estate investment trust
By:_____________________________________
M. Candace DuFour, Vice President
{PAGE}
ESCROW HOLDER:
______________________________
By: _______________________________________
Name: _____________________________________
Title:
_____________
dt 109742
;
| T REIT Inc.
|
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Full Doc
| 2001 |
Agreement of Lease
Agreement of Lease (106K)
Doc #1703287: Click preview link for longer preview.
7503 Standish Place
Rockville, Maryland 20855
4,169 square feet 618811-01
AGREEMENT OF LEASE
THIS AGREEMENT OF LEASE (hereinafter referred to as "this Lease"), made
this 14th day of December, 1993, by and between ROCKVILLE OFFICE/INDUSTRIAL
ASSOCIATES, a limited partnership organized and existing under the law of Texas
having an address at c/o Trammell Crow Company, 3500 Trammell Crow . . .
1703287
|
Trammell Crow
As referenced in this Agreement of Lease:
Trammell Crow Co – this 14th day of December, 1993, by and between ROCKVILLE OFFICE/INDUSTRIAL
ASSOCIATES, a limited partnership organized and existing under the law of Texas
having an address at c/o Trammell Crow Co mpany, 3500 Trammell Crow Center, 2001
Ross Avenue, Dallas, TX 75201-2997 (hereafter referred to as "the Landlord"),
and COMTEQ FEDERAL, INC., a corporation organized and existing under the law
_____________
dt 1393499
;
IBM Credit
As referenced in this Agreement of Lease:
IBM
Credit Corp – THESE PRESENTS:
COUNTY OF MONTGOMERY
THIS SUBORDINATION AGREEMENT (herein the "Agreement") is made as of
___________________________________, ____________ by and between ROCKVILLE
OFFICE/INDUSTRIAL ASSOCIATES, a Limited Partnership (herein "Landlord:) and IBM
Credit Corp oration (herein "Secured Party"), and COMTEQ FEDERAL, INC. (herein
"Tenant").
WHEREAS, Landlord and Tenant have executed that certain lease agreement
dated December 14, 1993, a copy of which is attached
_____________
IBM Credit Corp – removal from
storage of any of the Property.
6. Any notice pursuant to this Agreement shall be deemed to have been
given, when received at the following addresses:
SECURED PARTY: IBM Credit Corp .
2707 West Butterfield Road
Suite 205
Oak Brook, Illinois 60521
Attn: Credit Manager
LANDLORD: Rockville/Office Industrial Associates
c/o Trammell Crow NE, Inc.
7529 Standish Place
Suite 115
_____________
IBM CREDIT CORP – notify any purchaser of the Leased Premises and any
subsequent mortgagee or other encumbrance holder of the existence of this
Agreement as is appropriate in the circumstances.
SECURED PARTY: TENANT:
IBM CREDIT CORP ORATION COMTEQ FEDERAL, INC.
By: Not legible By: /s/ Gary Sorkin
-------------------------------- -------------------------------
_____________________________________
Title: A.O.M. Title: President
------------------------------ ----------------------------
LANDLORD:
ROCKVILLE OFFICE/INDUSTRIAL
ASSOCIATES
By: /s/ Donald G. Taylor
--------------------------
Title: Managing
_____________
dt 1549717
;
| |
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| 2001 |
Agreement for Purchase and Sale
Agreement for Purchase and Sale (46K)
Doc #333697: Click preview link for longer preview.
AGREEMENT FOR
PURCHASE AND SALE
This Agreement For Purchase And Sale (this "Agreement") is made by and among WCD
ASSOCIATES, LLC, a Colorado limited liability company ("WCD") and EBD
ASSOCIATES, LLC, a Colorado limited liability company ("EBD") (collectively
referred to as "Sellers"), and SHERIDAN INVESTMENTS, LLC, a Colorado limited
liability company ("Buyer"), effective as of this 2nd day of June, 2000 (the
"Agreement Date").
. . .
333697
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Trammell Crow
As referenced in this Agreement for Purchase and Sale:
TRAMMELL CROW CO – South Temple
Salt Lake City, Utah 84102
Tel. (801) 531-8400
Fax (801) 363-3614
And copied to:
-------------
Douglas A. Arnell
Mary Sullivan
TRAMMELL CROW CO MPANY
7535 East Hampton Avenue, Suite 650
Denver, Colorado 80231-4845
Tel. (303) 224-6373
Fax (303) 695-1866
8.2 Negotiation and
_____________
dt 704156
;
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Chicago Title
As referenced in this Agreement for Purchase and Sale:
CHICAGO TITLE CO – Member
By: /s/ Warren H. Lortie
------------------------
Name: Warren H. Lortie
Its: President
Received and accepted this ____ day of June, 2000.
Title Company:
CHICAGO TITLE CO MPANY
By:_________________________
Name:_______________________
Its:________________________
12
{/TEXT}
{/DOCUMENT}
_____________
dt 706967
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Full Doc
| 2004 |
Agreement of Sale and Purchase
Agreement of Sale and Purchase (117K)
Doc #595758: Click preview link for longer preview.
AGREEMENT OF SALE AND PURCHASE
between
ASP WASHINGTON, L.L.C.,
a Delaware limited liability company,
and
ASP WASHINGTON DEVELOPMENT, L.L.C.,
a Delaware limited liability company,
collectively,
?Seller?
and
COHEN COMPANIES, LLC
a Maryland limited liability company
?Buyer?
with Escrow Instructions for
New Enterprise Title Group, Inc.
Table of Contents
Page
ARTICLE 1 - C ERTAIN DEFINITIONS
. . .
595758
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Trammell Crow
As referenced in this Agreement of Sale and Purchase:
Trammell Crow Co – the meaning ascribed in Section 9.3.3.
1.1.5 Bill of Sale shall have the meaning ascribed in Section 9.3.2.
1.1.6 Broker shall mean Trammell Crow Co mpany.
1.1.7 Brokers Commission shall have the meaning ascribed in Section 9.6.
1.1.8 Closing shall have the meaning ascribed in Section 9.2.
1.1.
_____________
dt 1393458
;
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Powell Goldstein
As referenced in this Agreement of Sale and Purchase:
Powell, Goldstein – 782-8585
If to Buyer:
The Cohen Companies, LLC
6500 Rock Spring Drive, Suite 302
Bethesda, Maryland 20817
Attn: Ronald J. Cohen
Facsimile: (301) 530-1582
- 31 -
with Copies to:
Powell, Goldstein , Frazer & Murphy LLP
1001 Pennsylvania Avenue, N.W.
Suite 600 South
Washington, D.C. 20004-2505
Attn: Michael Sanders, Esq.
Facsimile: (202) 624-7222
If to Escrow Agent:
_____________
dt 1507615
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| 2006 |
Bylaws
Bylaws (18K)
Doc #2678405: Click preview link for longer preview.
TRAMMELL CROW COMPANY
BYLAWS
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting and Notice. Meetings of the stockholders of Trammell Crow Company (the �Corporation�) shall be held at such place either within or outside the State of Delaware as the board of directors (the �Board of Directors�) may determine and as stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice . . .
2678405
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Trammell Crow
As referenced in this Bylaws:
Trammell Crow Co – By-Laws of Trammell Crow Co mpany
EX-3.2 3 dex32.htm BY-LAWS OF TRAMMELL CROW COMPANY
Exhibit 3.2
TRAMMELL CROW COMPANY
BYLAWS
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting
_____________
TRAMMELL CROW CO – By-Laws of Trammell Crow Company
EX-3.2 3 dex32.htm BY-LAWS OF TRAMMELL CROW CO MPANY
Exhibit 3.2
TRAMMELL CROW COMPANY
BYLAWS
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting and Notice. Meetings of the stockholders of Trammell Crow Company (the Corporation)
_____________
TRAMMELL CROW CO – By-Laws of Trammell Crow Company
EX-3.2 3 dex32.htm BY-LAWS OF TRAMMELL CROW COMPANY
Exhibit 3.2
TRAMMELL CROW CO MPANY
BYLAWS
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting and Notice. Meetings of the stockholders of Trammell Crow Company (the Corporation) shall be held at such place
_____________
Trammell Crow Co – BY-LAWS OF TRAMMELL CROW COMPANY
Exhibit 3.2
TRAMMELL CROW COMPANY
BYLAWS
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting and Notice. Meetings of the stockholders of Trammell Crow Co mpany (the Corporation) shall be held at such place either within or outside the State of Delaware as the board of directors (the Board of Directors) may determine and as
_____________
dt 1654852
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| 2002 |
Lease Agreement
Lease Agreement (110K)
Doc #173823: Click preview link for longer preview.
LEASE AGREEMENT
(California Net Lease)
THIS LEASE AGREEMENT is dated this 12th day of January, 2000, between W/C Joint Venture (Landlord) and the Tenant named below.
Tenant:
Garden Fresh Restaurant Corp., a Delaware corporation
Tenants representative:
David W. Qualls (858) 675-1600
Address and phone no.:
9855 Distribution Avenue, Suites A-C, San Diego, CA 92121
Premises:
That portion of the Building, containing approximately 29,832 rentable square feet, as determined by Landlord, as shown on Exhibit A, situated on a portion of that certain real property legally described in Exhibit A-1 attached hereto.
Project:
Carroll Business Center
Building:
Building 2
Tenants Proportionate Share of Project:
12.52%
Tenants Proportionate Share of Building:
50%
Lease Term:
Beginning on the Commencement Date and ending on the last day of the sixty-second (62nd) full calendar month thereafter.
Commencement Date:
February 1, 2000.
Monthly Base Rent:
Months
Annual Rate Per Sq. Ft.
Monthly Base Rent
1-12
$6.60
$16,407.60
13-24
$7.20
$17,899.20
25-36
$7.416
$18,436.18
37-48
$7.638
$18,989.27
49-60
$7.868
$19,558.95
61-62
$8.10
$20,145.72
Initial Estimated Monthly Operating Expense Payments: (estimates only and subject to adjustment to actual costs and expenses according to the provisions of this Lease)
1. Utilities:
To be paid separately in accordance with Paragraph 7 herein.
2. Common Area Charges
$1,866.00
3. Taxes:
$1,618.00
4. Insurance:
$379.00
5. Monthly Base Rent: Others:
$0
Initial Estimated Monthly Operating ExpensePayments:
$3,863.00
Initial Monthly Base Rent and
Operating Expense Payments:
$20,270.60
Security Deposit:
$20,270.60
Broker:
Trammell Crow So. Cal., Inc. and Walker Commercial Realty
Addenda:
Rules and Regulations; Exhibit A (Premises); and Exhibit A-l (Legal Description of Real Property)
1. Granting Clause. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, to have and to hold for the Lease Term, subject to the terms, covenants and conditions of this Lease. The term of this Lease shall commence on the Commencement Date specified in or established above, and except as otherwise provided herein, shall continue in full force and effect through the number of months as provided above (the Lease Term); provided, however, that if the Commencement Date is a date other than the first day of a calendar month, the Term shall consist of the remainder of the calendar month including and following the Commencement Date, plus said number of full calendar months. If this Lease is executed before the Premises become vacant or otherwise available or if any present tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, or if any required repairs (if any) are not substantially completed by Landlord prior to the scheduled Commencement Date, this Lease shall not be deemed void or voidable nor shall Landlord be deemed to be in default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arising out of such delay. Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Commencement Date. After the Commencement Date, Tenant shall, upon demand, execute and deliver a letter of acceptance of delivery of the Premises specifying the Commencement Date. Landlord and Tenant agree that the rentable square footage of the Premises as set forth above and the Building as set forth above shall be conclusive and binding on the parties.
2. Acceptance of Premises. Except as may otherwise be expressly provided in a Construction Addendum attached hereto (if any), Tenant shall accept the Premises on the Commencement Date in its AS-IS condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenants business, and Tenant waives any implied warranty that the Premises are suitable for Tenants intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN AS IS, WHERE IS CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (2) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlords responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant.
3. Use.
(a) Subject to Tenants compliance with all zoning ordinances and Legal Requirements (as hereinafter defined), the Premises shall be used only for the purpose of receiving, storing, shipping and selling (but limited to wholesale sales) products, materials and merchandise made and/or distributed by Tenant and for such other lawful purposes as may be incidental thereto; however, no retail sales may be made from the Premises. Tenant shall not conduct or give notice of any auction, liquidation, or going out of business sale on the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit waste, overload the floor or structure of the Premises or subject the Premises to use that would damage the Premises. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Project. Outside storage, including without limitation, storage of trucks and other vehicles, is prohibited without Landlords prior written consent.
(b) Tenant, at its sole expense, shall use and occupy the Premises in compliance with all laws, including, without limitation, the Americans With Disabilities Act, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises (collectively, Legal Requirements). The Premises shall not be used as a place of public accommodation under the Americans With Disabilities Act or similar state statutes or local ordinances or any
173823
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Trammell Crow
As referenced in this Lease Agreement:
Trammell Crow Co – at c/o Crow Holdings Industrial Trust, 2100 McKinney Avenue, Suite 700, Dallas, Texas 75201, Attention: James C. Hendricks, with a copy to Trammell Crow Co mpany, 3570 Cammo del Rio North, Suite 100, San Diego, California 92108-1747, Attention: Property Manager. Either party may by notice given aforesaid
_____________
dt 109596
;
W/C Joint Venture;
| David W. Qualls;
Garden Fresh Restaurant Corp /de/
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| 2004 |
Code of Business Conduct and Ethics [Adopted 2003]
Code of Business Conduct and Ethics [Adopted 2003] (48K)
Doc #198212: Click preview link for longer preview.
trammell crow co
EX-14.1 6 a04-1876_1ex14d1.htm EX-14.1
Exhibit 14.1 TRAMMELL CROW COMPANY CODE OF BUSINESS CONDUCT AND ETHICS Adopted on March 5, 2003 Purpose Trammell Crow Company (together with its controlled subsidiaries and affiliated entities, the Company) strives to apply high ethical, moral and legal principles in every aspect of business conduct. This Code of Business Conduct and Ethics (this Code) summarizes the Companys core values and describes its principles and policies regarding the standards of conduct to be followed by Company employees, independent contractors, agents (collectively, Employees) and directors when acting on the Companys behalf. In order to maintain the Companys ethical standards, Employees and directors must be committed to using their good sense and best judgment to adhere to the principles and policies contained in this Code at all times. More specific or additional direction is provided in the operating manuals and policies and procedures of the Company, including the Companys Employee Manual (the Employee Manual), a copy of which is available on request from the Human Resources Department. Our Core Values Respect. Treat all with dignity, value the contributions of others and help one another succeed. Integrity. Uphold the highest standards in our business practices. Service. Deliver responsible, innovative solutions to drive continuous improvement. Excellence. Aspire to be the best in everything we do. The Company has committed to conducting its business in a manner that exemplifies each of these core values. These values should not just be words on a sheet of paper, but should serve as meaningful guides to all of our Employees and directors as the Company goes about its mission. One of the purposes of this Code is to provide helpful guidance to Employees and directors in identifying and avoiding the types of conduct that could devalue the dignity and contributions made by the Companys Employees, and that could threaten the Companys reputation for observing the highest ethical standards of business conduct in its operations. Compliance with the letter and spirit of this Code will improve the Companys long-term ability to provide quality service to its customers, and will help the Company reach its goal of being the acknowledged leader in the commercial real estate services business. General Policy The Company requires its Employees and directors to strictly observe all laws and regulations applicable to the Company or the conduct of its business, regardless of where the 1
Company conducts its business. If a law conflicts with this Code, the law must be followed; however, if a local custom or policy conflicts with this Code, this Code must be followed. Each Employee has the personal responsibility to adhere to these standards and apply them in good faith and with reasonable business judgment. Any Employee who does not adhere to these standards is acting outside the scope of his or her employment, agency or independent contractor relationship. If in doubt about how to deal with conflicts among this Code and local law, custom or practice, you should contact the Legal Department for guidance. In addition to complying with applicable laws and regulations, all Employees should observe high standards of business and personal ethics when performing assigned duties and should perform all assigned duties to the best of their ability. This requires using honesty and integrity when dealing with other Employees, the public, the business community, stockholders, customers, suppliers and governmental and regulatory authorities. Employees and directors must act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts to others or allowing their business judgment on behalf of the Company to be subordinated to other interests. Employees and directors should also promote honest and ethical behavior by others in the work environment. It is impossible for this Code to contain specific instructions to fit all situations that may arise. The examples of prohibited conduct contained in this Code are not all-inclusive. The Company reserves the right to determine if any conduct is unethical or dishonest and prohibited by this Code, whether or not the conduct is specifically identified. If any activity appears questionable, each Employee and director should not proceed without seeking guidance, in the case of an Employee, from his or her local Human Resources representative or from the Legal Department, and in the case of a director, from the Legal Department. It is the responsibility of all Employees and directors to review this Code and to report any violation or apparent violation in accordance with the section of this Code entitled Reporting Violations of this Code. Any violation of this Code that also constitutes a violation of applicable law may result in civil or criminal prosecution by the Company or an appropriate governmental authority. Violations of this Code may also result in disciplinary action including termination of the agency or independent contractor relationship or discharge from employment without severance, separation or similar benefits. Similar disciplinary measures may apply to any Employee who directs or approves prohibited activities or has knowledge of them and does not move promptly to correct or report them. It is a violation of this Code for any Employee or director to retaliate, directly or indirectly, against any other Employee or director who reports a violation in good faith, or to encourage other Employees or directors to so retaliate. Any Employee or director who believes retaliation has occurred should immediately inform, in the case of an Employee, his or her local Human Resources representative or the Legal Department, and in the case of a director, the Legal Department. Waivers Only the Board of Directors (the Board of Directors) or a committee of the Board of Directors may grant a waiver of this Code for any Senior Financial Officer (defined below) or 2
any Employee that serves on the Companys Executive Officer Committee (the Executive Committee). Only the Executive Committee may grant a waiver of this Code for other Employees. Persons seeking a waiver should be prepared to disclose all pertinent facts and circumstances, respond to inquiries for additional information, explain why the waiver is necessary, appropriate, or in the best interest of the Company and be willing to comply with any procedures that may be required to protect the Company in connection with such a waiver. If a waiver of this Code is granted for the chief executive officer, principal financial officer, chief investment officer, principal accounting officer, controller, treasurer, any person performing similar functions or any other person designated by the Company as a senior financial officer for purposes of this Code (the Senior Financial Officers) or any other executive officer or director, any required public disclosure shall be made promptly in accordance with applicable legal requirements and stock exchange regulations. Compliance with Laws, Rules and Regulations Obeying the law both in letter and in spirit is a pillar upon which the Companys ethical standards are built. Although Employees and directors of the Company are not expected to know every law that is applicable to the Companys business, it is important that Employees and directors know enough to ask questions and seek advice from supervisors, managers, lawyers or other appropriate personnel if they have any doubt regarding the legality of any action taken, or not taken, on behalf of the Company. For this reason, the Company periodically organizes information and training sessions to promote compliance with laws, rules and regulations. All invited Employees are expected to attend these information and training sessions. Each Employee engaged in the Companys brokerage business (corporate advisory services, project leasing, investment sales, etc.) must comply with all applicable broker licensing/permitting laws. This includes the laws of the jurisdiction in which the Employee works and the laws of any jurisdiction where the property that is the subject of a transaction is located. Each state has its own rules regarding the activities that can be conducted with or without a brokerage license or similar permit, including the ability of non-licensed persons to accept all or a portion of fees generated from transactions involving property located in that state. These rules may also impact the Companys ability to grant commission rebates to clients if the client does not have a brokers license or permit. It is the individual responsibility of every Employee working in the Companys brokerage business to be familiar with and comply with these legal requirements. Trading in securities of the Company on the basis of material, non-public information is unethical and illegal. It is also illegal to communicate (or tip) material, nonpublic information to others who may trade in securities on the basis of that information. These illegal activities are commonly referred to as insider trading. Material information is all information that a reasonable investor would consider important in deciding whether to buy, sell or hold securities. Examples of types of material information include, but are not limited to: financial results for the quarter or the year; financial forecasts and budgets; 3
possible mergers, acquisitions, joint ventures and other purchases and sales of companies and investments in companies; changes in relationships with significant customers; the gain or loss of important contracts; major financing developments; senior personnel changes; major litigation developments; and changes in dividend policies or the declaration of a stock split or the offering or repurchase of securities; All Employees and directors must comply with the Companys Policy on Insider Trading, which discusses these matters in more detail. Employees and directors who have been notified that they are subject to the Companys Policy Regarding Special Trading Procedures and the Companys Policy on Compliance with Short-Swing Trading and Reporting Laws must comply with those policies. Copies of these policies may be obtained upon request from the Human Resources Department. Confidentiality Employees and directors shall maintain the confidentiality of information entrusted to them by the Company or its customers, except when an appropriate officer of the Company authorizes disclosure or disclosure is legally mandated. The obligation to preserve confidential information continues even after employment, agency, independent contractor relationship or a directorship with the Company ends. Confidential information includes all non-public information that if disclosed might be of use to competitors or harmful to the Company or its customers, and all non-public information that is learned about the Companys past, present and prospective suppliers, customers and Employees that is not available generally to the public. Other examples of confidential information include but are not limited to: all information, documents, and computer databases that are obtained or produced during employment with the Company; business strategies, operations and programs; lists of prospective sellers or purchasers of real estate; lists of customers, clients or prospects; lists of employees and any records or information regarding employees; 4
any offers to sell, exchange, purchase, rent or lease real estate; any appraisal or other technical data regarding real estate; any list of real estate for purchase, sale, rent or lease; all records and files, including computer-generated and/or stored files and databases; trade secrets; projections of future earnings or losses; news of a pending or proposed merger, acquisition or tender offer; news of a significant sale of assets or the disposition of a subsidiary; changes in dividend policies or the declaration of a stock split or the offering or repurchase of securities; changes in senior management; significant new products or discoveries; impending bankruptcy or financial liquidity problems; and the gain or loss of a substantial customer, supplier or contract. See the Employee Manual or contact Human Resources or the Legal Department if you have questions about whether information is confidential information. Conflicts of Interest A conflict of interest occurs when an individuals private interests conflict in any way with the interests of the Company as a whole. This situation can arise when an Employee or director takes an action or has an interest that may make it difficult, both objectively and effectively, to perform his or her work on behalf of the Company. Conflicts of interest also arise when an Employee or director, or a member of his or her family or household, receives improper personal benefits as a result of his or her position in the Company. 198212
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Trammell Crow
As referenced in this Code of Business Conduct and Ethics [Adopted 2003]:
TRAMMELL CROW CO –
EX-14.1 6 a04-1876_1ex14d1.htm EX-14.1
Exhibit 14.1
TRAMMELL CROW CO MPANY
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted on March 5, 2003
Purpose
Trammell Crow Company (together with its controlled subsidiaries and affiliated
_____________
Trammell Crow Co – 1876_1ex14d1.htm EX-14.1
Exhibit 14.1
TRAMMELL CROW COMPANY
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted on March 5, 2003
Purpose
Trammell Crow Co mpany (together with its controlled subsidiaries and affiliated entities, the Company) strives to apply high ethical, moral and legal principles in every aspect
_____________
dt 109601
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Full Doc
| 2002 |
Commercial Lease Agreement
Commercial Lease Agreement (114K)
Doc #965323: Click preview link for longer preview.
COMMERCIAL LEASE AGREEMENT
TABLE OF CONTENTS
<Table>
<Caption>
Article PAGE
<S> <C> <C>
1. Defined Terms 1
2. Lease and Lease Term 2
3. Rent and Security Deposit 3
4. Taxes 4
5. Insurance and Indemnity 4
6. Use . . .
965323
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Trammell Crow
As referenced in this Commercial Lease Agreement:
TRAMMELL CROW CO –
COMMERCIAL LEASE AGREEMENT
EXHIBIT 10.27
TRAMMELL CROW CO MPANY
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)
COMMERCIAL LEASE AGREEMENT
TABLE OF CONTENTS
Article PAGE
1. Defined Terms 1
2. Lease and Lease Term
_____________
TRAMMELL CROW CO – authorized to act on behalf of Landlord to
enforce this Lease. Any such authorization will remain in effect until it is revoked by Landlord in
writing.
1.11. PRINCIPAL BROKER: TRAMMELL CROW CO MPANY , acting as (check one): [X] agent for Landlord
------------------------
exclusively, [ ] agent for Tenant exclusively, [ ] an intermediary.
Principal Broker's Address: 411 W. 7th Street, Suite 600, Fort Worth, TX 76102
--------------------------------------------------
_____________
Trammell Crow Co – INSURANCE COMPANY OF AMERICA, INC.
By (Signature): /s/ DOUGLAS WAIDELICH By (Signature): /s/ GLENN W. ANDERSON
------------------------------------- ------------------------------------
Name: Name:
---------------------------------------------- ----------------------------------------------
Title: Title:
--------------------------------------------- ---------------------------------------------
Date of Execution: Date of Execution:
--------------------------------- ---------------------------------
PRINCIPAL BROKER COOPERATING BROKER
Trammell Crow Co mpany NAI Stoneleigh Huff Brous McDowell, Inc.
By (Signature): By (Signature):
------------------------------------- ------------------------------------
Name: Name:
---------------------------------------------- ----------------------------------------------
Title: Title:
--------------------------------------------- ---------------------------------------------
(C) Copyright 1996 NTCAR form 02 (1/96)
17
TRAMMELL CROW COMPANY
EXHIBIT
_____________
TRAMMELL CROW CO – COOPERATING BROKER
Trammell Crow Company NAI Stoneleigh Huff Brous McDowell, Inc.
By (Signature): By (Signature):
------------------------------------- ------------------------------------
Name: Name:
---------------------------------------------- ----------------------------------------------
Title: Title:
--------------------------------------------- ---------------------------------------------
(C) Copyright 1996 NTCAR form 02 (1/96)
17
TRAMMELL CROW CO MPANY
EXHIBIT B
[MAP]
18
TRAMMELL CROW COMPANY
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)
ADDENDUM A TO LEASE
EXPENSE REIMBURSEMENT
DEMISED PREMISES/ADDRESS: 5400 AIRPORT FREEWAY, SUITE A
----------------------------------------------------
(
_____________
TRAMMELL CROW CO – Brous McDowell, Inc.
By (Signature): By (Signature):
------------------------------------- ------------------------------------
Name: Name:
---------------------------------------------- ----------------------------------------------
Title: Title:
--------------------------------------------- ---------------------------------------------
(C) Copyright 1996 NTCAR form 02 (1/96)
17
TRAMMELL CROW COMPANY
EXHIBIT B
[MAP]
18
TRAMMELL CROW CO MPANY
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)
ADDENDUM A TO LEASE
EXPENSE REIMBURSEMENT
DEMISED PREMISES/ADDRESS: 5400 AIRPORT FREEWAY, SUITE A
----------------------------------------------------
(Check all boxes which apply. Boxes not checked
_____________
dt 1866775
;
|
NTCAR
As referenced in this Commercial Lease Agreement:
NORTH TEXAS COMMERCIAL ASSOCIATION –
COMMERCIAL LEASE AGREEMENT
EXHIBIT 10.27
TRAMMELL CROW COMPANY
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)
COMMERCIAL LEASE AGREEMENT
TABLE OF CONTENTS
Article PAGE
1. Defined Terms 1
2. Lease and Lease Term 2
3. Rent and Security
_____________
NORTH TEXAS COMMERCIAL ASSOCIATION – By (Signature): By (Signature):
------------------------------------- ------------------------------------
Name: Name:
---------------------------------------------- ----------------------------------------------
Title: Title:
--------------------------------------------- ---------------------------------------------
(C) Copyright 1996 NTCAR form 02 (1/96)
17
TRAMMELL CROW COMPANY
EXHIBIT B
[MAP]
18
TRAMMELL CROW COMPANY
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)
ADDENDUM A TO LEASE
EXPENSE REIMBURSEMENT
DEMISED PREMISES/ADDRESS: 5400 AIRPORT FREEWAY, SUITE A
----------------------------------------------------
(Check all boxes which apply. Boxes not checked do not apply to this
_____________
NORTH TEXAS COMMERCIAL ASSOCIATION – in Landlord's
reasonable judgment, would have been incurred had ninety percent (90%) of the
useable area of the Property been occupied during those years.
20
TRAMMELL CROW COMPANY
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)
ADDENDUM G TO LEASE
RULES AND REGULATIONS
Demised Premises/Address: 5400 AIRPORT FREEWAY, SUITE A
-----------------------------------------------------
A. APPLICATION. The following standards shall affect and shall be observed by
_____________
dt 1867315
|
Preview
Full Doc
| 2003 |
Commercial Lease Agreement
Commercial Lease Agreement (117K)
Doc #1135325: Click preview link for longer preview.
TRAMMELL CROW COMPANY
COMMERCIAL LEASE AGREEMENT
PETULA ASSOCIATES, LTD.
Landlord
AND
COMPASS INTERNATIONAL SERVICES ("COMPASS")
Tenant
TABLE OF CONTENTS
Page No.
1.
PREMISES, TERM, AND INITIAL IMPROVEMENTS
1
2.
BASE RENT, SECURITY DEPOSIT AND ADDITIONAL RENT
1
3.
TAXES
3
4.
LANDLORD'S MAINTENANCE
3
5.
TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS
4
6.
ALTERATIONS
4
7.
SIGNS
4
8. . . .
1135325
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Trammell Crow
As referenced in this Commercial Lease Agreement:
TRAMMELL CROW CO –
EX-10.1 4 a2114800zex-10_1.htm EXHIBIT 10.1
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Exhibit 10.1
TRAMMELL CROW CO MPANY
COMMERCIAL LEASE AGREEMENT
PETULA ASSOCIATES, LTD.
Landlord
AND
COMPASS INTERNATIONAL SERVICES ("COMPASS")
Tenant
TABLE OF CONTENTS
Page No.
1.
PREMISES, TERM, AND INITIAL IMPROVEMENTS
1
2.
BASE RENT, SECURITY
_____________
Trammell Crow Co – of land out of the Thomas Cheshire Survey, Abstract No. 251 and the Thacker V. Griffin Survey, Abstract No. 511, and being part of a tract of land conveyed to Trammell Crow Co mpany No. 60 and Petula Associates, Ltd. by Deed recorded in Volume 84064, Page 147; of the Deed Records of Dallas County, Texas and also being a portion of Block
_____________
Trammell Crow Co – of land out of the Thomas Chesire Survey, Abstract No. 251 and the Thacker V. Griffin Survey, Abstract No. 511, and being part of a tract of land conveyed to Trammell Crow Co mpany No. 60 and Petula Associates, Ltd. by Deed recorded in Volume 84064, Page 147; of the Deed Records
of Dallas County, Texas and also being a portion of Block
_____________
dt 1721318
;
| |
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| 2001 |
Commercial Lease Agreement
Commercial Lease Agreement (88K)
Doc #1152159: Click preview link for longer preview.
TRAMMELL CROW COMPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
. . .
1152159
|
Trammell Crow
As referenced in this Commercial Lease Agreement:
TRAMMELL CROW CO – 10.31
<SEQUENCE>21
<FILENAME>0021.txt
<DESCRIPTION>LEASE BETWEEN TRAMMELL CROW AND CUPLEX, INC.
<TEXT>
<PAGE>
EXHIBIT 10.31
TRAMMELL CROW CO MPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
Lessee
CREA - '93
STANDARD INDUSTRIAL LEASE AGREEMEENT 33,149 Square Feet
TRAMMELL CROW COMPANY ------------------------
_____________
TRAMMELL CROW CO – 31
TRAMMELL CROW COMPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
Lessee
CREA - '93
STANDARD INDUSTRIAL LEASE AGREEMEENT 33,149 Square Feet
TRAMMELL CROW CO MPANY ------------------------
COMMERCIAL - CREA '93 11420 Pagemill Road
------------------------
Dallas, Texas 75243
------------------------
214830-15
<PAGE>
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into by and between Trammell Crow
international
_____________
Trammell Crow Co – or firms as Lessor
may engage from time to time as property managers and/or asset or investment
managers, as additional insureds (until further notice, it is expressly agreed
that Trammell Crow Co mpany. Trammell Crow Company Dallas Industrial, Inc., and
Copley Real Estate Advisors, Inc. shall be named as additional insureds), (ii)
be issued by an insurance company which is acceptable to
_____________
Trammell Crow Co – Lessor
may engage from time to time as property managers and/or asset or investment
managers, as additional insureds (until further notice, it is expressly agreed
that Trammell Crow Company. Trammell Crow Co mpany Dallas Industrial, Inc., and
Copley Real Estate Advisors, Inc. shall be named as additional insureds), (ii)
be issued by an insurance company which is acceptable to Lessor, (iii) provide
_____________
dt 1721319
;
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Commercial Lease Agreement
Commercial Lease Agreement (200K)
Doc #1351729: Click preview link for longer preview.
TRAMMELL CROW COMPANY
COMMERCIAL LEASE AGREEMENT
BETWEEN
FREEPORT #2, L.P., LANDLORD
AND
ATX TECHNOLOGIES, INC., TENANT
Project:
Freeport Business Center III
Address:
8550 Freeport Parkway
Irving, Texas 75063
TABLE OF CONTENTS
Page No.
1.
PREMISES, TERM, AND INITIAL IMPROVEMENTS
1
2.
BASE RENT, SECURITY . . .
1351729
|
Trammell Crow
As referenced in this Commercial Lease Agreement:
TRAMMELL CROW CO – Commercial Lease Agreement
EX-10.7 20 dex107.htm COMMERCIAL LEASE AGREEMENT
EXHIBIT 10.7
TRAMMELL CROW CO MPANY
COMMERCIAL LEASE AGREEMENT
BETWEEN
FREEPORT #2, L.P., LANDLORD
AND
ATX TECHNOLOGIES, INC., TENANT
Project:
Freeport Business Center III
Address:
8550 Freeport Parkway
Irving, Texas 75063
TABLE OF CONTENTS
_____________
dt 1393487
;
|
Akin Gump
As referenced in this Commercial Lease Agreement:
Akin, Gump – Inc.
10010 San Pedro, Suite 200
San Antonio, Texas 782 16-3847
Attn: Steven W. Riebel
Phone: 210-384-5600
Fax: 210-979-4925
With a copy to:
Nancy Belinsky
Akin, Gump , Strauss, Hauer & Feld, L.L.P.
300 Convent Street, Suite 1500
San Antonio, Texas 78205
Phone: 210-281-7013
Fax: 210-224-2035
To Landlord:
Freeport #2, L.
_____________
dt 1524136
|
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Commercial Lease Agreement
Commercial Lease Agreement (88K)
Doc #1460874: Click preview link for longer preview.
TRAMMELL CROW COMPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
. . .
1460874
|
Trammell Crow
As referenced in this Commercial Lease Agreement:
TRAMMELL CROW CO – 10.31
<SEQUENCE>21
<FILENAME>0021.txt
<DESCRIPTION>LEASE BETWEEN TRAMMELL CROW AND CUPLEX, INC.
<TEXT>
<PAGE>
EXHIBIT 10.31
TRAMMELL CROW CO MPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
Lessee
CREA - '93
STANDARD INDUSTRIAL LEASE AGREEMEENT 33,149 Square Feet
TRAMMELL CROW COMPANY ------------------------
_____________
TRAMMELL CROW CO – 31
TRAMMELL CROW COMPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
Lessee
CREA - '93
STANDARD INDUSTRIAL LEASE AGREEMEENT 33,149 Square Feet
TRAMMELL CROW CO MPANY ------------------------
COMMERCIAL - CREA '93 11420 Pagemill Road
------------------------
Dallas, Texas 75243
------------------------
214830-15
<PAGE>
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into by and between Trammell Crow
international
_____________
Trammell Crow Co – or firms as Lessor
may engage from time to time as property managers and/or asset or investment
managers, as additional insureds (until further notice, it is expressly agreed
that Trammell Crow Co mpany. Trammell Crow Company Dallas Industrial, Inc., and
Copley Real Estate Advisors, Inc. shall be named as additional insureds), (ii)
be issued by an insurance company which is acceptable to
_____________
Trammell Crow Co – Lessor
may engage from time to time as property managers and/or asset or investment
managers, as additional insureds (until further notice, it is expressly agreed
that Trammell Crow Company. Trammell Crow Co mpany Dallas Industrial, Inc., and
Copley Real Estate Advisors, Inc. shall be named as additional insureds), (ii)
be issued by an insurance company which is acceptable to Lessor, (iii) provide
_____________
dt 1721327
;
| |
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| 2001 |
Commercial Lease Agreement
Commercial Lease Agreement (88K)
Doc #1546910: Click preview link for longer preview.
TRAMMELL CROW COMPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
. . .
1546910
|
Trammell Crow
As referenced in this Commercial Lease Agreement:
TRAMMELL CROW CO – 10.31
<SEQUENCE>21
<FILENAME>0021.txt
<DESCRIPTION>LEASE BETWEEN TRAMMELL CROW AND CUPLEX, INC.
<TEXT>
<PAGE>
EXHIBIT 10.31
TRAMMELL CROW CO MPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
Lessee
CREA - '93
STANDARD INDUSTRIAL LEASE AGREEMEENT 33,149 Square Feet
TRAMMELL CROW COMPANY ------------------------
_____________
TRAMMELL CROW CO – 31
TRAMMELL CROW COMPANY
COMMERCIAL LEASE AGREEMENT
TRAMMELL CROW INTERNATIONAL PARTNERS, a Texas Limited Partnership
-----------------------------------------------------------------
-----------------------------------------------------------------
Lessor
AND
CUPLEX, INC.
-----------------------------------------------------------------
Lessee
CREA - '93
STANDARD INDUSTRIAL LEASE AGREEMEENT 33,149 Square Feet
TRAMMELL CROW CO MPANY ------------------------
COMMERCIAL - CREA '93 11420 Pagemill Road
------------------------
Dallas, Texas 75243
------------------------
214830-15
<PAGE>
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into by and between Trammell Crow
international
_____________
Trammell Crow Co – or firms as Lessor
may engage from time to time as property managers and/or asset or investment
managers, as additional insureds (until further notice, it is expressly agreed
that Trammell Crow Co mpany. Trammell Crow Company Dallas Industrial, Inc., and
Copley Real Estate Advisors, Inc. shall be named as additional insureds), (ii)
be issued by an insurance company which is acceptable to
_____________
Trammell Crow Co – Lessor
may engage from time to time as property managers and/or asset or investment
managers, as additional insureds (until further notice, it is expressly agreed
that Trammell Crow Company. Trammell Crow Co mpany Dallas Industrial, Inc., and
Copley Real Estate Advisors, Inc. shall be named as additional insureds), (ii)
be issued by an insurance company which is acceptable to Lessor, (iii) provide
_____________
dt 1721328
;
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Consulting Agreement
Consulting Agreement (16K)
Doc #258704: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of June 1, 2002, by and between Trammell Crow Company, a Delaware corporation (the "Company"), and J. McDonald Williams (the "Consultant").
WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company to retain the Consultant on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENTS:
1. Consulting Services. The Company hereby retains the Consultant to serve as the Chairman Emeritus of the Board and as a consultant to the Company. In such capacity, the Consultant agrees to (i) make himself available from time to time to consult with the Company's management, (ii) make selective calls on customers and prospects of the Company by phone or in person, (iii) assist the Company's management with community relationships and involvement, and (iv) render such other consulting and advisory services as the Company may reasonably request from time to time (collectively, the "Consulting Services") during the Consulting Period (as hereinafter defined). The Consultant hereby accepts such engagement and agrees to perform such services for the Company upon the terms and conditions set forth in this Agreement. The Consultant will perform the Consulting Services at such times and places as the Company, from time to time, shall reasonably request.
2. Term. Unless terminated at an earlier date in accordance with Section 4, the term of the consulting arrangement provided for herein shall be for the period commencing on the date hereof and ending at 5:00 p.m., Texas time, on May 31, 2004 (the "Consulting Period").
3. Consulting Fee/Expense Reimbursement.
3.1 Consulting Fee. As compensation for the Consulting Services to be rendered by the Consultant (and not as compensation for any other services provided by the Consultant to the Company or the Board), the Company hereby agrees to pay Executive $75,000 ("Consulting Fee") annually during the term of the Consulting Period, which shall be payable in monthly installments. The parties acknowledge that the Consultant will continue to be entitled to compensation for his services as a director of the Company in accordance with the Company's non-employee director compensation policy.
3.2 Expense Reimbursement. The Consultant shall be entitled to receive prompt reimbursement for all reasonable out of pocket expenses incurred by the Consultant in rendering the Consulting Services during the Consulting Period in accordance with the policies, practices and procedures of the Company.
3.3 Office Costs. During the Consulting Period, the Company shall pay the lease and utility costs with respect to up to 1,500 square feet of office space from that portion of the Company's offices at 2001 Ross Avenue, Dallas, Texas 75201 leased by the Consultant for his personal and foundation offices.
3.4 Stock Options. The Consultant has previously been granted options (the "Options") to acquire common stock of the Company pursuant to one or more agreements between the Consultant and the Company (collectively, the "Option Agreements"). Notwithstanding the terms or conditions of the Option Agreements, the Options shall continue to vest and be available for exercise until the earlier of (i) such time that the Consultant ceases to be a director of the Company or (ii) the expiration of such Options.
3.5 Certain Benefit Matters. The Consultant hereby acknowledges that from and after the date hereof (i) he shall not be entitled to participate in any of the Company's employee benefit plans except
258704
|
Trammell Crow
As referenced in this Consulting Agreement:
Trammell Crow Co – Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of June 1, 2002, by and between Trammell Crow Co mpany, a Delaware corporation (the "Company"), and J. McDonald Williams (the "Consultant").
WHEREAS, the Board of Directors of the Company (the "Board") has
_____________
Trammell Crow Co – Avenue, Suite #3350
Dallas, TX 75201
Attn:
Don Williams
Facsimile:
with a copy to:
N/A
Attn:
Facsimile:
4
If to the Company:
Trammell Crow Co mpany
2001 Ross Avenue
Suite 3400
Dallas, Texas 75201
Attention: General Counsel
Facsimile: (214) 863-3125
with a copy to:
Vinson & Elkins, L.
_____________
TRAMMELL CROW CO – WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CONSULTANT
/s/ J. MCDONALD WILLIAMS
J. McDonald Williams
TRAMMELL CROW CO MPANY
By:
/s/ ROBERT JAMES
Name:
Robert James
Title:
Executive Vice President
6
QuickLinks
Exhibit 10.2
CONSULTING AGREEMENT
AGREEMENTS
_____________
dt 132798
;
| J. McDonald Williams
|
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Contribution Agreement
Contribution Agreement (7K)
Doc #258698: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
(Public Securities)
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as
of this 14th day of October, 2002 (the "Effective Date"), by and between Crow
Family Partnership, L.P., a Texas limited partnership ("CFP"), and Crow Public
Securities, L.P., a Texas limited partnership ("Assignee").
WITNESSETH
WHEREAS, CFP is the owner of all the outstanding limited partner interest
of Assignee; . . .
258698
|
Trammell Crow
As referenced in this Contribution Agreement:
Trammell Crow Co – Name: Susan T. Groenteman
---------------------------------
Title: Executive Vice President
---------------------------------
S-1
{PAGE}
Exhibit A
Public Securities
1. 1,000 shares of common stock of Trammell Crow Co mpany represented by
certificate number 2.
2. 2,199,266 shares of common stock of Trammell Crow Company represented by
certificate number 1429.
_____________
Trammell Crow Co – 000 shares of common stock of Trammell Crow Company represented by
certificate number 2.
2. 2,199,266 shares of common stock of Trammell Crow Co mpany represented by
certificate number 1429.
3. $9,946,000 in principal amount of 11.75% notes of Allegiance Telecom, Inc.
due in
_____________
dt 132792
;
Allegiance
As referenced in this Contribution Agreement:
Allegiance Telecom, Inc – common stock of Trammell Crow Company represented by
certificate number 1429.
3. $9,946,000 in principal amount of 11.75% notes of Allegiance Telecom, Inc .
due in February, 2008.
A-1
{/TEXT}
{/DOCUMENT}
_____________
dt 272954
;
| Crow Family Partnership, L.P.;
Crow Public Securities, L.P.
|
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Credit Agreement
Credit Agreement (485K)
Doc #258703: Click preview link for longer preview.
CREDIT AGREEMENT
among
TRAMMELL CROW COMPANY,
as Borrower,
THE LENDERS LISTED HEREIN,
as Lenders,
and
BANK OF AMERICA, N.A.,
as Administrative Agent and Issuing Bank
$150,000,000
Revolving Credit Loan
AS OF JUNE 28, 2002
FLEET NATIONAL BANK,
as Syndication Agent
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
SECTION 1
DEFINITIONS
1.1
Certain Defined Terms
1.2
Accounting Terms, Utilization of GAAP for Purposes of Calculations Under Agreement
1.3
. . .
258703
|
Trammell Crow
As referenced in this Credit Agreement:
TRAMMELL CROW CO – a2083697zex-10_1.htm EXHIBIT 10.1
Use these links to rapidly review the document
TABLE OF CONTENTS
Exhibit 10.1
CREDIT AGREEMENT
among
TRAMMELL CROW CO MPANY,
as Borrower,
THE LENDERS LISTED HEREIN,
as Lenders,
and
BANK OF AMERICA, N.A.,
as Administrative Agent and Issuing Bank
$150,000,
_____________
TRAMMELL CROW CO – extended, amended, or restated from time to time, this "Agreement") is dated as of June 28, 2002 and entered into by and among TRAMMELL CROW CO MPANY, a Delaware corporation ("Borrower"), each lender that is a signatory hereto or that becomes a signatory hereto as provided in Section 9.
_____________
"Trammell Crow"), co – material properties used in the business of the Companies (including, without limitation, all patents, trademarks, tradenames (including, without limitation, rights in the name "Trammell Crow"), co pyrights, technology, know-how, and processes used in or necessary for the conduct of the business of the Companies as currently conducted that
_____________
TRAMMELL CROW CO – and authorization of delivery thereof.
[Remainder of page intentionally left blank;
signature pages to follow]
70
SIGNATURE PAGE TO
CREDIT AGREEMENT
EXECUTED BY
TRAMMELL CROW CO MPANY, AS BORROWER,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
IN WITNESS WHEREOF, the
_____________
TRAMMELL CROW CO – caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
TRAMMELL CROW CO MPANY,
a Delaware corporation, as Borrower
By:
/s/ DEREK R. MCCLAIN
Derek R. McClain
Executive Vice President &
Chief Financial Officer
71
SIGNATURE PAGE
_____________
dt 132797
;
BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES LLC – as Administrative Agent and Issuing Bank
$150,000,000
Revolving Credit Loan
AS OF JUNE 28, 2002
FLEET NATIONAL BANK,
as Syndication Agent
BANC OF AMERICA SECURITIES LLC ,
as Sole Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
SECTION 1
DEFINITIONS
1.1
Certain Defined Terms
1.2
Accounting
_____________
Banc of America Securities LLC – if such consent is obtained within twenty-one (21) days from the delivery of all information necessary to make such determination.
"Arranger" means Banc of America Securities LLC , together with its successors and assigns.
"Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit A.
"Bank of America"
_____________
Banc of America Securities LLC – America, N.A.
901 Main Street, 64th Floor
Dallas, TX 75202
Attn: Mr. Ron Odlozil
Telecopy: (214) 209-0085
With a copy to:
Banc of America Securities LLC
100 North Tryon Street, 15th Floor
Charlotte, NC 28255
Attn: Mr. Anthony Fertitta
Telecopy: (704) 386-0255
SCHEDULE 1
PART A
Stock
_____________
Banc of America Securities LLC – as Administrative Agent
901 Main Street, 64th Floor
Dallas, TX 75202
Attn: Mr. Ron Odlozil
Telecopy: (214) 209-0085
With a copy to:
Banc of America Securities LLC
100 North Tryon Street, 15th Floor
Charlotte, NC 28255
Attn: Mr. Anthony Fertitta
Telecopy: (704) 386-0255
Any such notice or other
_____________
Banc of America Securities LLC – America, N.A.
901 Main Street, 64th Floor
Dallas, TX 75202
Attn: Mr. Ron Odlozil
Telecopy: (214) 209-0085
With a copy to:
Banc of America Securities LLC
100 North Tryon Street, 15th Floor
Charlotte, NC 28255
Attn: Mr. Anthony Fertitta
Telecopy: (704) 386-0255
15
SCHEDULE 1
INITIAL PLEDGORS
_____________
dt 139743
;
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – the document
TABLE OF CONTENTS
Exhibit 10.1
CREDIT AGREEMENT
among
TRAMMELL CROW COMPANY,
as Borrower,
THE LENDERS LISTED HEREIN,
as Lenders,
and
BANK OF AMERICA, N.A. ,
as Administrative Agent and Issuing Bank
$150,000,000
Revolving Credit Loan
AS OF JUNE 28, 2002
FLEET NATIONAL BANK,
as Syndication
_____________
BANK OF AMERICA, N.A. – becomes a signatory hereto as provided in Section 9.1 (individually, together with its successors and assigns, a "Lender," and collectively, "Lenders"), and BANK OF AMERICA, N.A. , a national banking association, ("Bank of America"), as Administrative Agent for Lenders (in such capacity, together with its successors and assigns, "Administrative
_____________
Bank of America, N.A. – of construction.
"Existing Credit Agreement" means that certain Amended and Restated Credit Agreement dated as of December 18, 2000, by and among Borrower, Bank of America, N.A. , as Administrative Agent and Issuing Bank, and Lenders defined therein, as modified, amended, and supplemented through the date hereof.
"Existing LCs" means
_____________
BANK OF AMERICA, N.A. – Remainder of page intentionally left blank;
signature pages to follow]
70
SIGNATURE PAGE TO
CREDIT AGREEMENT
EXECUTED BY
TRAMMELL CROW COMPANY, AS BORROWER,
BANK OF AMERICA, N.A. , AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
_____________
BANK OF AMERICA, N.A. – MCCLAIN
Derek R. McClain
Executive Vice President &
Chief Financial Officer
71
SIGNATURE PAGE TO
CREDIT AGREEMENT
EXECUTED BY
TRAMMELL CROW COMPANY, AS BORROWER,
BANK OF AMERICA, N.A. , AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
BANK OF AMERICA, N.A.,
as Administrative Agent, Issuing Bank,
and
_____________
dt 140397
;
|
Nova Scotia
As referenced in this Credit Agreement:
BANK OF NOVA SCOTIA, – BY
TRAMMELL CROW COMPANY, AS BORROWER,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
THE BANK OF NOVA SCOTIA,
as a Lender
By:
/s/ ABID GILANI
Name:
Abid Gilani
Title:
Managing Director
76
SIGNATURE PAGE TO
CREDIT AGREEMENT
EXECUTED BY
TRAMMELL
_____________
Bank of Nova Scotia
– 20.00000
%
First Tennessee Bank, N.A.
$
25,000,000
16.66667
%
U.S. Bank National Association
$
20,000,000
13.33333
%
The Bank of Nova Scotia
$
20,000,000
13.33333
%
LaSalle Bank National Association
$
15,000,000
10.00000
%
Union Bank of California, N.A.
$
10,000,
_____________
dt 136443
;
Fleet National
As referenced in this Credit Agreement:
FLEET NATIONAL BANK, – and
BANK OF AMERICA, N.A.,
as Administrative Agent and Issuing Bank
$150,000,000
Revolving Credit Loan
AS OF JUNE 28, 2002
FLEET NATIONAL BANK,
as Syndication Agent
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
SECTION 1
DEFINITIONS
_____________
FLEET NATIONAL BANK, – EXECUTED BY
TRAMMELL CROW COMPANY, AS BORROWER,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
FLEET NATIONAL BANK,
as Syndication Agent and a Lender
By:
/s/ JAMES B. MCLAUGHLIN
Name:
James B. McLaughlin
Title:
Director
73
SIGNATURE PAGE TO
CREDIT
_____________
Fleet National Bank
– 2.1
LENDERS' COMMITMENTS AND PRO RATA SHARES
Lender
Commitment
Pro Rata Share
Bank of America, N.A.
$
30,000,000
20.00000
%
Fleet National Bank
$
30,000,000
20.00000
%
First Tennessee Bank, N.A.
$
25,000,000
16.66667
%
U.S. Bank National Association
$
20,000,
_____________
dt 129779
;
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Preview
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| 2001 |
Credit Agreement [Amended and Restated]
Credit Agreement [Amended and Restated] (297K)
Doc #258721: Click preview link for longer preview.
AMENDED AND RESTATED CREDIT AGREEMENT
among
TRAMMELL CROW COMPANY,
AS BORROWER,
THE LENDERS LISTED HEREIN,
AS LENDERS,
and
BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT AND ISSUING BANK
$150,000,000
REVOLVING CREDIT LOAN
AS OF DECEMBER 18, 2000
================================================================================
FLEET NATIONAL BANK,
AS SYNDICATION AGENT
BANC OF AMERICA SECURITIES LLC,
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER.
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE NO.
--------
{S} {C}
SECTION 1 DEFINITIONS
1.1 Certain Defined Terms .................................................. 1
1.2 Accounting Terms, Utilization of GAAP for Purposes of Calculations
Under Agreement ........................................................ 21
1.3 Other Definitional Provisions .......................................... 21
1.4 Time References ........................................................ 22
SECTION 2 AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
2.1 Revolving Credit Facility; Making of Loans; Register; Optional Notes;
LC Subfacility ......................................................... 22
2.2 Interest on the Loans .................................................. 28
2.3 Fees ................................................................... 31
2.4 Scheduled Payments, Prepayments, and Reductions ........................ 32
2.5 Use of Proceeds ........................................................ 33
2.6 Special Provisions Governing Eurodollar Rate Loans ..................... 34
2.7 Increased Costs; Taxes; Capital Adequacy ............................... 36
2.8 Obligation of Lenders to Mitigate ...................................... 39
2.9 Security for the Loans ................................................. 39
SECTION 3 CONDITIONS PRECEDENT
3.1 Conditions to Initial Loans on the Closing Date ........................ 40
3.2 Conditions to all Loans ................................................ 42
SECTION 4 BORROWER'S REPRESENTATIONS AND WARRANTIES
4.1 Organization, Powers, Qualification, Good Standing, Business and
Subsidiaries ........................................................... 43
4.2 Authorization of Borrowing, Etc. ....................................... 43
4.3 Financial Condition .................................................... 44
4.4 No Material Adverse Change; No Restricted Junior Payments............... 44
4.5 Title to Properties; Liens ............................................. 44
4.6 Litigation; Adverse Facts .............................................. 45
4.7 Payment of Taxes........................................................ 45
4.8 Performance of Agreements; Materially Adverse Agreements................ 45
4.9 Governmental Regulation ................................................ 45
4.10 Securities Activities .................................................. 45
4.11 Employee Benefit Plans ................................................. 46
4.12 Certain Fees ........................................................... 46
4.13 Environmental Protection ............................................... 46
AMENDED AND RESTATED CREDIT AGREEMENT ii
{PAGE}
4.14 Employee Matters ....................................................... 47
4.15 Solvency ............................................................... 47
4.16 Disclosure ............................................................. 47
4.17 Security Interests ..................................................... 47
SECTION 5 BORROWER'S AFFIRMATIVE COVENANTS
5.1 Financial Statements and Other Reports ................................. 47
5.2 Corporate Existence, etc. .............................................. 50
5.3 Payment of Taxes and Claims; Tax Consolidation ......................... 50
5.4 Maintenance of Properties; Insurance ................................... 51
5.5 Inspection; Lender Meeting ............................................. 51
5.6 Compliance with Laws etc. .............................................. 51
5.7 Environmental Disclosure and Inspection ................................ 51
5.8 Borrower's Remedial Action Regarding Hazardous Materials ............... 52
5.9 Collateral Documents; Further Assurances ............................... 52
5.10 New Subsidiaries ....................................................... 52
5.11 Interest Rate Agreements ............................................... 53
SECTION 6 BORROWER'S NEGATIVE COVENANTS
6.1 Liens and Related Matters .............................................. 53
6.2 Investments; Joint Ventures ............................................ 53
6.3 Restricted Junior Payments ............................................. 54
6.4 Financial Covenants .................................................... 54
6.6 Restriction on Fundamental Changes, Asset Sales, and Acquisitions ...... 55
6.7 Transactions with Shareholders and Affiliates .......................... 56
6.8 Conduct of Business .................................................... 56
SECTION 7 EVENTS OF DEFAULT
7.1 Failure to Make Payment ................................................ 56
7.2 Default in Other Agreements ............................................ 57
7.3 Breach of Certain Covenants ............................................ 57
7.4 Breach of Warranty ..................................................... 57
7.5 Other Defaults Under Loan Documents .................................... 57
7.6 Involuntary Bankruptcy, Appointment of Receiver, etc. .................. 57
7.7 Voluntary Bankruptcy; Appointment of Receiver, etc. .................... 58
7.8 Judgments and Attachments .............................................. 58
7.9 Dissolution ............................................................ 58
7.10 Employee Benefit Plans ................................................. 58
7.11 Change in Control ...................................................... 58
7.12 Invalidity of Guaranty ................................................. 58
7.13 Failure of Security .................................................... 59
SECTION 8 ADMINISTRATIVE AGENT
8.1 Administrative Agent ................................................... 59
8.2 Expenses ............................................................... 61
AMENDED AND RESTATED CREDIT AGREEMENT iii
{PAGE}
8.3 Proportionate Absorption of Losses ..................................... 61
8.4 Delegation of Duties; Reliance ......................................... 61
8.5 Limitation of Administrative Agent's Liability ......................... 62
8.6 Default ................................................................ 63
8.7 Limitation of Liability ................................................ 63
8.8 Relationship of Lenders ................................................ 63
8.9 Benefits of Agreement .................................................. 63
8.10 Approval of Lenders .................................................... 63
8.11 Other Agents ........................................................... 64
SECTION 9 MISCELLANEOUS
9.1 Assignments and Participations in Loans ................................ 64
9.2 Expenses ............................................................... 66
9.3 INDEMNITY .............................................................. 66
9.4 Ratable Sharing ........................................................ 67
9.5 Amendments and Waivers ................................................. 68
9.6 Independence of Covenants .............................................. 69
9.7 Notices ................................................................ 69
9.8 Survival of Representations, Warranties, and Agreements ................ 69
9.9 Failure or Indulgence Not Waiver; Remedies Cumulative .................. 69
9.10 Marshalling; Payments Set Aside ........................................ 70
9.11 Severability ........................................................... 70
9.12 Obligations Several; Independent Nature of Lenders' Rights ............. 70
9.13 Headings ............................................................... 70
9.14 Applicable Law ......................................................... 70
9.15 Successors and Assigns ................................................. 70
9.16 Consent to Jurisdiction and Service of Process ......................... 70
9.17 Waiver of Jury Trial ................................................... 71
9.18 Confidentiality ........................................................ 71
9.19 Counterparts; Effectiveness ............................................ 72
9.20 Amendment and Restatement .............................................. 72
{/TABLE}
AMENDED AND RESTATED CREDIT AGREEMENT iv
{PAGE}
EXHIBITS
--------
{TABLE}
{S} {C}
Exhibit A FORM OF ASSIGNMENT AGREEMENT
Exhibit B FORM OF BORROWER PLEDGE AGREEMENT
Exhibit C FORM OF CERTIFICATE RE NON-BANK STATUS
Exhibit D FORM OF COMPLIANCE CERTIFICATE
Exhibit E FORM OF SUBSIDIARY GUARANTY
Exhibit F FORM OF LC REQUEST
Exhibit G FORM OF NOTE
Exhibit H FORM OF NOTICE OF BORROWING
Exhibit I FORM OF NOTICE OF CONVERSION/CONTINUATION
Exhibit J FORM OF PLEDGE AGREEMENT - SUBSIDIARIES
Exhibit K FORM OF OPINION OF VINSON & ELKINS L.L.P.
Exhibit L FORM OF CONFIRMATION AGREEMENT
{/TABLE}
SCHEDULES
---------
{TABLE}
{S} {C}
1.1 PERMITTED HOLDERS
2.1 LENDERS' COMMITMENTS AND COMMITMENT PERCENTAGES
2.2 EXISTING LCS
4.1-1 SUBSIDIARIES OF COMPANY
4.1-2 SIGNIFICANT SUBSIDIARIES
4.6 LITIGATION
4.11 CERTAIN EMPLOYEE BENEFIT PLANS
4.13 ENVIRONMENTAL MATTERS
6.6 CERTAIN AFFILIATE TRANSACTIONS.
{/TABLE}
AMENDED AND RESTATED CREDIT AGREEMENT v
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as renewed, extended,
amended, or restated from time to time, this "AGREEMENT") is dated as of
December 18, 2000 and entered into by and among TRAMMELL CROW COMPANY, a
Delaware corporation ("BORROWER"), each lender that is a signatory hereto or
that becomes a signatory hereto as provided in SECTION 9.1 (individually,
together with its successors and assigns, a "LENDER," and collectively,
"LENDERS"), and BANK OF AMERICA, N.A., a national banking association, as
Administrative Agent for the Lenders (in such capacity, together with its
successors and assigns, "ADMINISTRATIVE AGENT") and as Issuing Bank (in such
capacity, together with its successors and assigns, "ISSUING BANK").
R E C I T A L S:
1. Reference is hereby made to that certain Credit Agreement dated as
of December 1, 2000, executed by Borrower, Administrative Agent, and the Lenders
defined therein (the "EXISTING AGREEMENT") pursuant to which such Lenders
extended to Borrower a $150,000,000 revolving credit facility for general
corporate purposes including Permitted Distributions, Permitted Redemptions, the
acquisition and development of Real Estate Investments and Permitted
Acquisitions, and working capital.
2. Borrower, Administrative Agent, and Lenders desire to amend and
restate the Existing Agreement as and pursuant to this Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions, and covenants herein contained, Borrower, Lenders, and
Administrative Agent agree as follows:
SECTION 1
DEFINITIONS
1.1 CERTAIN DEFINED TERMS. The following terms used in this Agreement
shall have the following meanings:
"ADJUSTED EURODOLLAR RATE" means, as of any Interest Rate Determination
Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per
annum obtained by DIVIDING (a) the Eurocurrency Rate, BY (b) a percentage equal
to 100% MINUS the stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special, or other
reserves) applicable on such Interest Rate Determination Date to any member bank
of the Federal Reserve System in respect of "EUROCURRENCY LIABILITIES" as
defined in REGULATION D (or any successor category of liabilities under
REGULATION D).
"ADJUSTED GROSS EBITDA" means, for any period, Gross EBITDA (other than
Gross EBITDA of International Subsidiaries and Mortgaged Real Estate
Subsidiaries).
"ADMINISTRATIVE AGENT" has the meaning assigned to such term in the
introduction to this Agreement.
"AFFECTED LENDER" has the meaning assigned to such term in SECTION
2.6(c)
AMENDED AND RESTATED CREDIT AGREEMENT
{PAGE}
"AFFILIATE" means, for any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "CONTROL" (including, with
correlative meanings, the terms "CONTROLLING," "CONTROLLED BY," and "UNDER
COMMON CONTROL WITH"), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting Stock, by
contract, or otherwise.
"AGREEMENT" has the meaning assigned to such term in the introduction
to this Agreement. "APPLICABLE MARGIN" means, as of any date of determination, a
percentage per annum determined by the Level in effect on such date as shown
below:
{TABLE}
{CAPTION}
----------------------------------------------------------------------------------------------
EURODOLLAR RATE BASE RATE
LEVEL LOANS LOANS
----------------------------------------------------------------------------------------------
{S} {C} {C}
Level I (Total Leverage Ratio less than 2.0 to 1.0) 1.625% 0.00%
----------------------------------------------------------------------------------------------
Level II (Total Leverage Ratio more than or equal to
2.0 to 1.0 but less than 2.5 to 1.0) 1.75% 0.00%
----------------------------------------------------------------------------------------------
Level III (Total Leverage Ratio more than or equal to
2.5 to 1.0 but less than 3.25 to 1.0) 2.00% 0.25%
----------------------------------------------------------------------------------------------
Level IV (Total Leverage Ratio more than or equal to
3.25 to 1.0 but less than 3.5 to 1.0) 2.25% 0.50%
----------------------------------------------------------------------------------------------
{/TABLE}
The Applicable Margin, as of any date, shall be determined based upon the Level
as of such date based upon the most recent Level Determination Certificate
delivered pursuant to SECTION 5.1(j); PROVIDED THAT (a) on the Closing Date, the
Applicable Margin shall be determined in accordance with the Level in effect as
determined by the Level Determination Certificate delivered by Borrower to
Administrative Agent pursuant to SECTION 3.1(f) until adjusted as provided in
CLAUSE (b), (b) the Applicable Margin shall be adjusted in accordance with the
Level in effect as determined by the Level Determination Certificate delivered
pursuant to SECTION 5.1(j), such adjustment to become effective (i) in the case
of a Level Determination Certificate delivered with the financial statements
requested under SECTION 5.1(a), on the date such Level Determination Certificate
was required to be delivered pursuant to pursuant to SECTIONS 5.1(a) and (j),
and (ii) in the case of a Level Determination Certificate delivered with the
financial statements requested under SECTION 5.1(b), on date that such Level
Determination Certificate is actually delivered pursuant to pursuant to SECTIONS
5.1(b) and (j), (c) if a Level Determination Certificate is not delivered at the
time required pursuant to SECTION 5.1(j), Level IV shall be applicable from such
time until delivery of a succeeding Level Determination Certificate, and (d) if
a Level Determination Certificate erroneously indicates a Level more favorable
to Borrower than should be afforded by the actual calculation of the Total
Leverage Ratio, then Borrower shall promptly pay additional interest to correct
for such error.
"ARRANGER" means Banc of America Securities LLC, together with its
successors and assigns.
"ASSIGNMENT AGREEMENT" means an Assignment Agreement substantially in
the form of EXHIBIT A.
"BANKRUPTCY CODE" means TITLE 11 of the United States Code entitled
"BANKRUPTCY," as now and hereafter in effect, or any successor statute.
AMENDED AND RESTATED CREDIT AGREEMENT 2
{PAGE}
"BASE NET WORTH" means, as of any date, (a) the greater of (i)
$225,000,000, and (ii) THE PRODUCT OF (A) Net Worth as of the last day of the
most-recent Fiscal Quarter prior to any Permitted Redemptions, TIMES (B)
eighty-five percent (85%), LESS (b) the amount of Permitted Redemptions from the
Closing Date through such date.
"BASE RATE" means, as of any date, THE GREATER OF (a) the Prime Rate,
or (b) THE SUM OF (i) the Federal Funds Effective Rate, and (ii) one-half of one
percent (0.5%).
"BASE RATE LOANS" means Loans bearing interest at rates determined by
reference to the Base Rate as provided in SECTION 2.2(a).
"BORROWER" has the meaning assigned to such term in the introduction to
this Agreement.
"BORROWER PLEDGE AGREEMENT" means the Pledge Agreement executed and
delivered in connection with the Existing Agreement by Borrower, substantially
in the form of EXHIBIT B, as such Pledge Agreement may hereafter be modified,
amended, restated, or supplemented from time to time.
"BROKERAGE SERVICES LINE" means the "BROKERAGE SERVICES" revenue line
258721
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Trammell Crow
As referenced in this Credit Agreement [Amended and Restated]:
TRAMMELL CROW CO – DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}2
{FILENAME}a2040856zex-10_1.txt
{DESCRIPTION}EX. 10.1
{TEXT}
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
among
TRAMMELL CROW CO MPANY,
AS BORROWER,
THE LENDERS LISTED HEREIN,
AS LENDERS,
and
BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT AND ISSUING BANK
$150,000,
_____________
TRAMMELL CROW CO – extended,
amended, or restated from time to time, this "AGREEMENT") is dated as of
December 18, 2000 and entered into by and among TRAMMELL CROW CO MPANY, a
Delaware corporation ("BORROWER"), each lender that is a signatory hereto or
that becomes a signatory hereto as provided in SECTION 9.
_____________
"TRAMMELL CROW"), co – material properties used in the business of the Companies
(including, without limitation, all patents, trademarks, tradenames (including,
without limitation, rights in the name "TRAMMELL CROW"), co pyrights, technology,
know-how, and processes used in or necessary for the conduct of the business of
the Companies as currently conducted that
_____________
TRAMMELL CROW CO – OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES TO FOLLOW]
AMENDED AND RESTATED CREDIT AGREEMENT 72
{PAGE}
SIGNATURE PAGE TO
CREDIT AGREEMENT
EXECUTED BY
TRAMMELL CROW CO MPANY, AS BORROWER,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
IN WITNESS WHEREOF, the
_____________
TRAMMELL CROW CO – caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
TRAMMELL CROW CO MPANY,
a Delaware corporation, AS BORROWER
By: /s/ William P. Leiser
----------------------------------------------
William P. Leiser
Executive Vice President - Finance & Treasurer
AMENDED AND RESTATED CREDIT
_____________
dt 132815
;
BofA Securities
As referenced in this Credit Agreement [Amended and Restated]:
BANC OF AMERICA SECURITIES LLC – AS ADMINISTRATIVE AGENT AND ISSUING BANK
$150,000,000
REVOLVING CREDIT LOAN
AS OF DECEMBER 18, 2000
================================================================================
FLEET NATIONAL BANK,
AS SYNDICATION AGENT
BANC OF AMERICA SECURITIES LLC ,
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER.
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE NO.
--------
{S} {C}
SECTION 1 DEFINITIONS
1.
_____________
Banc of America Securities LLC – by the actual calculation of the Total
Leverage Ratio, then Borrower shall promptly pay additional interest to correct
for such error.
"ARRANGER" means Banc of America Securities LLC , together with its
successors and assigns.
"ASSIGNMENT AGREEMENT" means an Assignment Agreement substantially in
the form of EXHIBIT A.
"BANKRUPTCY CODE" means
_____________
dt 139744
;
BofA
As referenced in this Credit Agreement [Amended and Restated]:
BANK OF AMERICA, N.A. – EX. 10.1
{TEXT}
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
among
TRAMMELL CROW COMPANY,
AS BORROWER,
THE LENDERS LISTED HEREIN,
AS LENDERS,
and
BANK OF AMERICA, N.A. ,
AS ADMINISTRATIVE AGENT AND ISSUING BANK
$150,000,000
REVOLVING CREDIT LOAN
AS OF DECEMBER 18, 2000
================================================================================
FLEET NATIONAL BANK,
AS SYNDICATION
_____________
BANK OF AMERICA, N.A. – becomes a signatory hereto as provided in SECTION 9.1 (individually,
together with its successors and assigns, a "LENDER," and collectively,
"LENDERS"), and BANK OF AMERICA, N.A. , a national banking association, as
Administrative Agent for the Lenders (in such capacity, together with its
successors and assigns, "ADMINISTRATIVE AGENT") and
_____________
BANK OF AMERICA, N.A. – SIGNATURE PAGES TO FOLLOW]
AMENDED AND RESTATED CREDIT AGREEMENT 72
{PAGE}
SIGNATURE PAGE TO
CREDIT AGREEMENT
EXECUTED BY
TRAMMELL CROW COMPANY, AS BORROWER,
BANK OF AMERICA, N.A. , AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
_____________
BANK OF AMERICA, N.A. – Executive Vice President - Finance & Treasurer
AMENDED AND RESTATED CREDIT AGREEMENT
{PAGE}
SIGNATURE PAGE TO
CREDIT AGREEMENT
EXECUTED BY
TRAMMELL CROW COMPANY, AS BORROWER,
BANK OF AMERICA, N.A. , AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT, ISSUING BANK,
AND
_____________
BANK OF AMERICA, N.A. – EXECUTED BY
TRAMMELL CROW COMPANY, AS BORROWER,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
BANK OF AMERICA, N.A. ,
AS ADMINISTRATIVE AGENT, ISSUING BANK,
AND A LENDER
By: /s/ Anthony T. Fertitta, Jr.
---------------------------------
Anthony T. Fertitta, Jr.
Vice President
AMENDED AND
_____________
dt 140399
;
|
BNY
As referenced in this Credit Agreement [Amended and Restated]:
Bank of New York, – published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for
_____________
dt 140653
;
Nova Scotia
As referenced in this Credit Agreement [Amended and Restated]:
BANK OF NOVA SCOTIA, – BY
TRAMMELL CROW COMPANY, AS BORROWER,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
AND THE LENDERS DEFINED THEREIN
THE BANK OF NOVA SCOTIA,
AS A LENDER
By: /s/ A. Gilani
---------------------------------
Name: A. Gilani
----------------------------
Title: Managing Director
---------------------------
{PAGE}
SIGNATURE PAGE TO
CREDIT AGREEMENT
EXECUTED BY
TRAMMELL
_____________
dt 136445
;
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