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Participation and Put Option Agreement
Participation and Put Option Agreement (515K)
Doc #139032: Click preview link for longer preview.
PARTICIPATION AND PUT OPTION AGREEMENT
This PARTICIPATION AND PUT OPTION AGREEMENT ("AGREEMENT") is made and entered into as of September 5, 2002, by and among PARKSIDE TOWERS CO-TENANCY, a tenancy in common between GATEWAY PHOENIX ASSOCIATES, L.P., a California limited partnership, and 5990 SEPULVEDA ASSOCIATES, L.P., a California limited partnership (collectively, "PARKSIDE"), EOP Operating Limited Partnership, a Delaware limited partnership ("EQUITY OFFICE"), and INKTOMI CORPORATION, a Delaware corporation ("INKTOMI").
R E C I T A L S :
A. Concurrently herewith, Parkside, Equity Office and Inktomi have entered into that certain Lease Termination Agreement ("LEASE TERMINATION AGREEMENT"), pursuant to which Parkside has agreed to terminate the "Lease," as defined in the Lease Termination Agreement, in exchange for certain consideration from Inktomi to Parkside and/or Equity Office, including (i) Inktomi's agreement to enter into this Agreement, and (ii) Inktomi's making of the Note in the initial principal amount of $21,500,000.00, which Note is secured by the "Note Deed of Trust" encumbering Inktomi's interest in the "Bayside Project", as those terms also are defined in the Lease Termination Agreement.
B. Inktomi desires to hereby grant Equity Office the right to participate in the value, if any, of the Bayside Project in excess of an agreed minimum amount (the "PARTICIPATION INTEREST") on the terms and conditions set forth herein. Equity Office directly or indirectly owns and controls Parkside.
C. Equity Office desires to hereby grant Inktomi an option to sell the Bayside Project to Equity Office (the "PUT OPTION") on the terms and conditions set forth herein.
D. Parkside executes this Agreement to acknowledge that it constitutes the Participation Agreement contemplated by the Lease Termination Agreement. However, this Agreement confers no rights or obligations on Parkside.
A G R E E M E N T :
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.
1. GENERAL TERMS. All undefined terms when used herein shall have the same respective meanings as are given such terms in the Lease Termination Agreement, unless expressly provided otherwise in this Agreement. The terms of this Agreement shall be immediately binding upon the full execution and delivery of this Agreement, but this Agreement shall become effective only upon the "Lease Termination Date," as defined in the Lease Termination Agreement. To the extent required hereunder, Equity Office shall take any and all actions required to cause Parkside to act in accordance with any obligations of Equity Office hereunder.
139032
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EOP Operating
As referenced in this Participation and Put Option Agreement:
EOP Operating Limited Partnership – common between GATEWAY PHOENIX ASSOCIATES, L.P., a California limited
partnership, and 5990 SEPULVEDA ASSOCIATES, L.P., a California limited
partnership (collectively, "PARKSIDE"), EOP Operating Limited Partnership , a
Delaware limited partnership ("EQUITY OFFICE"), and INKTOMI CORPORATION, a
Delaware corporation ("INKTOMI").
R E C I T A L S :
A. _____________
EOP Operating Limited Partnership – any
Notices must be sent, transmitted, or delivered, as the case may be, to the
following addresses:
Equity Office and Parkside:
c/o EOP Operating Limited Partnership
2 North Riverside Plaza
-12-
{PAGE}
Suite 2100
Chicago, IL 60606-2703
Attention: Mr. Robert Winter
Facsimile: (312) 466-3403
with copies, _____________
EOP Operating Limited
Partnership – Cornerstone Holdings, LLC, a
Delaware limited liability company, Delaware limited liability
its general partner company, its general partner
By: EOP Operating Limited By: EOP Operating Limited
Partnership , a Delaware limited Partnership, a Delaware
partnership, its sole member limited partnership, its sole
member
By: Equity Office Properties
Trust, By: Equity _____________
EOP Operating Limited Partnership – may be required by law be mailed to it at its address herein
contained.
7.13 Addresses for Notices to Beneficiary.
c/o EOP Operating Limited Partnership
2 North Riverside Plaza
Suite 2100
Chicago, IL 60606-2703
Attention: Mr. Robert Winter
with copies, at the same address, to Chief _____________
EOP Operating Limited Partnership – a Delaware corporation
By:______________________________ By:___________________________________
Its:_____________________________ Its:______________________________
By:___________________________________
Its:______________________________
Address for notices: Address for notices:
c/o EOP Operating Limited Partnership Inktomi Corporation
2 North Riverside Plaza 4100 East Third Avenue
Suite 2100 Foster City, California 94404
Chicago, IL 60606-2703 Attention Randy _____________
dt 117099
;
EOP Operating
As referenced in this Participation and Put Option Agreement:
EOP Operating Limited Partnership – common between GATEWAY PHOENIX ASSOCIATES, L.P., a California limited
partnership, and 5990 SEPULVEDA ASSOCIATES, L.P., a California limited
partnership (collectively, "PARKSIDE"), EOP Operating Limited Partnership , a
Delaware limited partnership ("EQUITY OFFICE"), and INKTOMI CORPORATION, a
Delaware corporation ("INKTOMI").
R E C I T A L S :
A. _____________
EOP Operating Limited Partnership – any
Notices must be sent, transmitted, or delivered, as the case may be, to the
following addresses:
Equity Office and Parkside:
c/o EOP Operating Limited Partnership
2 North Riverside Plaza
-12-
{PAGE}
Suite 2100
Chicago, IL 60606-2703
Attention: Mr. Robert Winter
Facsimile: (312) 466-3403
with copies, _____________
EOP Operating Limited
Partnership – Cornerstone Holdings, LLC, a
Delaware limited liability company, Delaware limited liability
its general partner company, its general partner
By: EOP Operating Limited By: EOP Operating Limited
Partnership , a Delaware limited Partnership, a Delaware
partnership, its sole member limited partnership, its sole
member
By: Equity Office Properties
Trust, By: Equity _____________
EOP Operating Limited Partnership – may be required by law be mailed to it at its address herein
contained.
7.13 Addresses for Notices to Beneficiary.
c/o EOP Operating Limited Partnership
2 North Riverside Plaza
Suite 2100
Chicago, IL 60606-2703
Attention: Mr. Robert Winter
with copies, at the same address, to Chief _____________
EOP Operating Limited Partnership – a Delaware corporation
By:______________________________ By:___________________________________
Its:_____________________________ Its:______________________________
By:___________________________________
Its:______________________________
Address for notices: Address for notices:
c/o EOP Operating Limited Partnership Inktomi Corporation
2 North Riverside Plaza 4100 East Third Avenue
Suite 2100 Foster City, California 94404
Chicago, IL 60606-2703 Attention Randy _____________
dt 117099
;
EOP
As referenced in this Participation and Put Option Agreement:
Equity Office Properties
Trust, – Operating Limited By: EOP Operating Limited
Partnership, a Delaware limited Partnership, a Delaware
partnership, its sole member limited partnership, its sole
member
By: Equity Office Properties
Trust, By: Equity Office Properties
a Maryland real estate Trust,
investment trust, its a Maryland real estate
general partner investment trust, its
general _____________
Equity Office Properties Trust
– 4100 East 3rd Avenue Suite 2100
Foster City, California 94404 Chicago, Illinois 60606-2703
Attention: Property Manager Attention: Mr. Robert Winter
and to:
Equity Office Properties Trust
Two North Riverside Plaza
Suite 2100
Chicago, Illinois 60606
Attention: Regional Counsel --
San Francisco Region
and to:
Allen Matkins Leck Gamble &
Mallory _____________
Equity Office Properties Trust, – not less than A-VIII. All Commercial General Liability Insurance
policies shall name Tenant as a named insured and Landlord (or any successor),
Equity Office Properties Trust, a Maryland real estate investment trust, EOP
Operating Limited Partnership, a Delaware limited partnership, Equity Office
Properties Management Corp., a Delaware corporation, _____________
Equity Office Properties Trust, – we elect not to so renew this Irrevocable
Standby Letter of Credit. A copy of any such notice shall also be sent to:
Equity Office Properties Trust, 2 North Riverside Plaza, Suite 2100, Chicago,
Illinois 60606, Attention: Treasury Department. Any such notice shall be
delivered by hand or by _____________
dt 111784
;
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EOP
As referenced in this Participation and Put Option Agreement:
Equity Office Properties
Trust, – Operating Limited By: EOP Operating Limited
Partnership, a Delaware limited Partnership, a Delaware
partnership, its sole member limited partnership, its sole
member
By: Equity Office Properties
Trust, By: Equity Office Properties
a Maryland real estate Trust,
investment trust, its a Maryland real estate
general partner investment trust, its
general _____________
Equity Office Properties Trust
– 4100 East 3rd Avenue Suite 2100
Foster City, California 94404 Chicago, Illinois 60606-2703
Attention: Property Manager Attention: Mr. Robert Winter
and to:
Equity Office Properties Trust
Two North Riverside Plaza
Suite 2100
Chicago, Illinois 60606
Attention: Regional Counsel --
San Francisco Region
and to:
Allen Matkins Leck Gamble &
Mallory _____________
Equity Office Properties Trust, – not less than A-VIII. All Commercial General Liability Insurance
policies shall name Tenant as a named insured and Landlord (or any successor),
Equity Office Properties Trust, a Maryland real estate investment trust, EOP
Operating Limited Partnership, a Delaware limited partnership, Equity Office
Properties Management Corp., a Delaware corporation, _____________
Equity Office Properties Trust, – we elect not to so renew this Irrevocable
Standby Letter of Credit. A copy of any such notice shall also be sent to:
Equity Office Properties Trust, 2 North Riverside Plaza, Suite 2100, Chicago,
Illinois 60606, Attention: Treasury Department. Any such notice shall be
delivered by hand or by _____________
dt 111784
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Crosby Heafey
As referenced in this Participation and Put Option Agreement:
Crosby Heafey – same address, to
Joseph Eandi, Esq.
Facsimile: (650) 653-2801
and with additional copies to:
Crosby Heafey Roach & May
Two Embarcadero Center, Suite 2000
San Francisco, CA 94111
Attention: Charles Seaman, Esq.
Crosby, Heafey – at the same address, to: With copies to:
Chief Legal Counsel
Facsimile: (312) 559-5021 Crosby, Heafey , Roach & May
Two Embarcadero Center
With copies to: San Francisco, California 94111
Attention: Charles
dt 35238
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 | 2003 |
Letter Agreement
Letter Agreement (5K)
Doc #153320: Click preview link for longer preview.
Date:
10JUL03 (REVISED 31JUL03)
Our Reference No. 3097721
Internal Tracking Nos. 13027499
THIS CONFIRMATION SUPERSEDES AND REPLACES ANY AND ALL CONFIRMATIONS PREVIOUSLY SENT TO YOU IN RESPECT OF THIS TRANSACTION.
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bedford Property Investors Inc. and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement").
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
153320
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BPI
As referenced in this Letter Agreement:
Bedford Property Investors – 233 South Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel 312-234-2732
Fax 312-234-3603
Bank of America N.A.
To:
Bedford Property Investors Inc.
270 Lafayette Circle
Lafayette, CA 94549
ATTN:
Hanh Kihara
TEL:
925-283-8910
FAX:
925-283-5697
FROM:
Bank of America, N. _____________
Bedford Property Investors – RESPECT OF THIS TRANSACTION.
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bedford Property Investors Inc. and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This _____________
Bedford Property Investors, – govern this Confirmation except as expressly modified below.
In this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Bedford Property Investors, Inc.
2.
The terms of the particular Transaction to which this Confirmation relates are as follows:
Notional Amount:
USD 24,500,000. _____________
Bedford Property Investors – 4.
Account Details:
Account for payments to Party A:
USD
We will debit your account.
NAME:
Bank of America
ABA #:
CA
ACCT:
xxxxxxxxxx
Bedford Property Investors Deposit Acct.
Account for payments to Party B:
USD
NAME:
Bank of America
ABA #:
CA
NAME:
Bedford Property Investors Deposit Acct.
ACCT:
xxxxxxxxxx
_____________
Bedford Property Investors – ABA #:
CA
ACCT:
xxxxxxxxxx
Bedford Property Investors Deposit Acct.
Account for payments to Party B:
USD
NAME:
Bank of America
ABA #:
CA
NAME:
Bedford Property Investors Deposit Acct.
ACCT:
xxxxxxxxxx
5.
Offices:
The Office of Party A for this
Transaction is:
Charlotte, NC
Please send reset notices to fax _____________
dt 118715
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ISDA
As referenced in this Letter Agreement:
ISDA – specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement").
The definitions and provisions contained in _____________
ISDA – specified in paragraph 1 below (the "Agreement").
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are incorporated _____________
International Swaps and Derivatives Association – Agreement").
The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association , Inc., (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency _____________
ISDA – Confirmation will govern.
1.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 15MAR02, as amended and supplemented from time to time (the " _____________
dt 75530
;
BofA
As referenced in this Letter Agreement:
Bank of America – Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel 312-234-2732
Fax 312-234-3603
Bank of America N.A.
To:
Bedford Property Investors Inc.
270 Lafayette Circle
Lafayette, CA 94549
ATTN:
Hanh
Bank of America, – Lafayette, CA 94549
ATTN:
Hanh Kihara
TEL:
925-283-8910
FAX:
925-283-5697
FROM:
Bank of America, N.A.
233 South Wacker Drive Suite 2800
Chicago, Illinois 60606
Gerry Rosales/Mike Bank of America, – the terms and conditions of the Transaction entered into between Bedford Property Investors Inc. and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified Bank of America, – Agreement govern this Confirmation except as expressly modified below.
In this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Bedford Property Investors, Inc.
2.
The terms of
Bank of America
– Account Details:
Account for payments to Party A:
USD
We will debit your account.
NAME:
Bank of America
ABA #:
CA
ACCT:
xxxxxxxxxx
Bedford Property Investors Deposit Acct.
Account for payments to Party
dt 40115
;
| Hanh Kihara;
Gerry Rosales;
Mike Allison
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 | 2000 |
Call Agreement
Call Agreement (5K)
Doc #262718: Click preview link for longer preview.
CALL AGREEMENT
HOLDER OF CALL: STONEHAVEN REALTY TRUST (the "Company")
ISSUER OF CALL: VENTRUE ONE REAL ESTATE LLC ("Venture")
SHARES SUBJECT TO CALL: 366,670 shares of the Common Stock $.01 par value of the Company (the "Shares"), to the extent some or all of said Shares are purchased by Venture pursuant to a Warrant Agreement (the "Warrant Agreement") between the parties.
STRIKE "CALL" PRICE: $6.375 per share (the "Price")
Venture hereby grants to the Company, a limited right to purchase the Shares (the "Call"), if such Shares have been purchased by Venture pursuant to the Warrant Agreement, on the terms and conditions set forth herein.
1. NUMBER OF SHARES SUBJECT TO CALL. The number of Shares subject to the Call hereunder shall be the same number of Shares purchased by Venture pursuant to the Warrant Agreement, but in no event greater than 366,670 Shares, except as adjusted for stock splits, stock dividends, combinations and recapitalizations. The number of Shares subject to the Call shall be adjusted from time to time to reflect stock splits, stock dividends, combinations and recapitalizations. If there is a merger or consolidation of the Company with another entity and such merger or consolidation does not result in an early expiration/termination of the Call pursuant to paragraph 3 below, Venture shall execute and deliver to the new entity an appropriate amendment to this Call Agreement so that the Call applies to Venture's holdings in the new entity. Notwithstanding the foregoing, the number of Shares subject to the Call shall be reduced by one thousand (1,000) for every thirty thousand dollars ($30,000.00) of gross revenue collected by Netlink International, Inc.'s ("Netlink") website referred to as RERFP.com, beginning on the date of this Call Agreement and continuing through the date which is thirty (30) days prior to the Expiration Date of the Call. Gross revenue of the RERFP.com website shall include revenue from all sources except for taxes collected and direct reimbursement of expenses from customers. At such time as the gross revenue of the RERFP.com website, as defined herein, equals or exceeds Eleven Million Dollars ($11,000,000), all the unexercised Calls shall terminate and expire. The Company shall provide Venture with monthly statements of gross revenues of the RERFP.com website which statements shall reflect the gross revenue as defined herein.
262718
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Stonehaven
As referenced in this Call Agreement:
STONEHAVEN REALTY TRUST – {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}3
{FILENAME}ex-10_3.txt
{DESCRIPTION}EXHIBIT 10.3
{TEXT}
{PAGE}
CALL AGREEMENT
HOLDER OF CALL: STONEHAVEN REALTY TRUST (the "Company")
ISSUER OF CALL: VENTRUE ONE REAL ESTATE LLC ("Venture")
SHARES SUBJECT TO CALL: 366,670 shares of the Common Stock $. _____________
STONEHAVEN REALTY TRUST – other such agreement shall take
precedence and be binding over such other provision.
This Call Agreement is effective as of March 28, 2000.
STONEHAVEN REALTY TRUST VENTURE ONE REAL ESTATE LLC
By: /s/ Duane H. Lund By: /s/ Mark Goode
-------------------------- ------------------------
Duane H. Lund Mark B. Goode, Member
Chief _____________
dt 138032
;
Stonehaven
As referenced in this Call Agreement:
STONEHAVEN REALTY TRUST – {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}3
{FILENAME}ex-10_3.txt
{DESCRIPTION}EXHIBIT 10.3
{TEXT}
{PAGE}
CALL AGREEMENT
HOLDER OF CALL: STONEHAVEN REALTY TRUST (the "Company")
ISSUER OF CALL: VENTRUE ONE REAL ESTATE LLC ("Venture")
SHARES SUBJECT TO CALL: 366,670 shares of the Common Stock $. _____________
STONEHAVEN REALTY TRUST – other such agreement shall take
precedence and be binding over such other provision.
This Call Agreement is effective as of March 28, 2000.
STONEHAVEN REALTY TRUST VENTURE ONE REAL ESTATE LLC
By: /s/ Duane H. Lund By: /s/ Mark Goode
-------------------------- ------------------------
Duane H. Lund Mark B. Goode, Member
Chief _____________
dt 138032
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 | 2003 |
Call and Put Option Agreement
Call and Put Option Agreement (37K)
Doc #262902: Click preview link for longer preview.
CALL AND PUT OPTION AGREEMENT
THIS CALL AND PUT OPTION AGREEMENT (the "Agreement") is entered into as
of the 28th day of April, 2003, by and among the parties listed on Schedule A
hereto (referred to collectively as the "Class A Partners" and individually, a
"Class A Partner"), and PREIT ASSOCIATES, L.P., a Delaware limited partnership
(the "UPREIT"), with joinder by PR New Castle LLC, a Pennsylvania limited
liability company (the "General Partner").
BACKGROUND:
. . .
262902
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PREIT
As referenced in this Call and Put Option Agreement:
Pennsylvania Real Estate Investment Trust – A Partners, certain prior limited partners of the Partnership and certain
general partners of prior limited partners of the Partnership, the UPREIT, and
Pennsylvania Real Estate Investment Trust (the "Trust").
{PAGE}
The Class A Partners and the UPREIT desire to provide a mechanism under
which the UPREIT will have the _____________
Pennsylvania Real Estate Investment Trust, – Investments - G.P., general partner
By: /s/ George F. Rubin
--------------------------------------------
Name: George F. Rubin
Title: President
The UPREIT
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate Investment Trust,
its general partner
By: /s/ Bruce Goldman
-------------------------------------------------
Name: Bruce Goldman
Title: Senior Vice President & General Counsel
The General Partner
PR NEW CASTLE _____________
Pennsylvania Real Estate Investment Trust, – General Counsel
The General Partner
PR NEW CASTLE LLC, a Pennsylvania limited liability company
By : PREIT Associates, L.P., its sole member
By: Pennsylvania Real Estate Investment Trust,
its general partner
By: /s/ Bruce Goldman
--------------------------------------------------
Name: Bruce Goldman
Title: Senior Vice President and General Counsel
17
{/TEXT}
{/DOCUMENT} _____________
dt 145199
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Blank Rome
As referenced in this Call and Put Option Agreement:
Blank Rome – UPREIT:
--------------------------
c/o PREIT-Rubin, Inc.
200 South Broad Street - 3rd Floor
Philadelphia, PA 19102
Attn: George F. Rubin
With a copy to:
Blank Rome LLP
One Logan Square, Philadelphia, PA 19103
Attn: G. Craig Lord, Esq.
To the Class A Partners:
------------------------
At the address specified for _____________
dt 140606
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 | 2003 |
Put Agreement
Put Agreement (10K)
Doc #268985: Click preview link for longer preview.
PUT AGREEMENT
This PUT AGREEMENT (this "Agreement") is made as of this 4th day of September, 2003 by and among INLAND REAL ESTATE CORPORATION, a Maryland corporation having a place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (the "Corporation"), INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation having a place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower")and PARTNERSHIP OWNERSHIP CORPORATION, an Illinois corporation having a place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("POC"; Borrower and POC are collectively referred to herein as the "Shareholder"), and FLEET NATIONAL BANK, a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent (the "Administrative Agent") for itself and such other financial institutions (collectively, the "Lenders") as may become parties to that certain Credit Agreement dated as of even date herewith, by and among Borrower, Administrative Agent and Lenders (the "Credit Agreement").
WHEREAS, the Shareholder collectively owns 6,166,358.1711 shares of the Corporation's Common Stock, $.01 par value per share (each, a "Share" and collectively, the "Shares");
WHEREAS, Borrower, Administrative Agent and Lenders are parties to the Credit Agreement;
WHEREAS, pursuant to the Credit Agreement, Borrower and POC have entered into that certain Ownership Interests Pledge and Security Agreement (the "IREC Pledge Agreement") dated as of even date herewith with Administrative Agent on behalf of Lenders whereby Borrower and POC have pledged to Administrative Agent on behalf of Lenders all of their right, title and interest in and to the Shares as security for the Borrower's Obligations under the Credit Agreement and the other Credit Documents;
WHEREAS, the Corporation has agreed to grant to Administrative Agent on behalf of Lenders an option to sell the Shares to the Corporation in the event that there is an Event of Default under the Credit Agreement upon the terms and conditions hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
268985
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Inland
As referenced in this Put Agreement:
INLAND REAL ESTATE CORP – q-putagreement.htm
PUT AGREEMENT
This PUT AGREEMENT (this "Agreement") is made as of this 4th day of September, 2003 by and among INLAND REAL ESTATE CORP ORATION, a Maryland corporation having a place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (the "Corporation"), INLAND REAL ESTATE INVESTMENT _____________
INLAND REAL ESTATE CORP – page attached]
IN WITNESS WHEREOF, the parties hereto have executed this Put Agreement as of the day and year first above written.
CORPORATION:
INLAND REAL ESTATE CORP ORATION, a Maryland corporation
By: _________________________
Name:
Title:
SHAREHOLDER:
INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation
By: ________________________
Name:
Title:
PARTNERSHIP _____________
dt 176848
;
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Fleet National
As referenced in this Put Agreement:
FLEET NATIONAL BANK, – of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("POC"; Borrower and POC are collectively referred to herein as the "Shareholder"), and FLEET NATIONAL BANK, a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent ( _____________
FLEET NATIONAL BANK, – ESTATE INVESTMENT CORPORATION, a Delaware corporation
By: ________________________
Name:
Title:
PARTNERSHIP OWNERSHIP CORPORATION, an Illinois corporation
By: ________________________
Name:
Title:
ADMINISTRATIVE AGENT:
FLEET NATIONAL BANK, as Administrative Agent
By: ________________________
Name:
Title:
_____________
dt 172500
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 | 2001 |
Put and Call Agreement
Put and Call Agreement (12K)
Doc #333773: Click preview link for longer preview.
PUT AND CALL AGREEMENT
THIS PUT AND CALL AGREEMENT (the "AGREEMENT") is made as of the 4th day of
October, 2001, by and between the entities and individuals set forth in EXHIBIT
A (the "GALARDI GROUP"), and the entities and individuals set forth on EXHIBIT B
hereto (the "ZEMEL GROUP").
RECITALS:
A. GALARDI GROUP wishes to grant a put to ZEMEL GROUP whereby GALARDI GROUP
would be obligated to purchase up to 400,000 shares of common stock, par value
$.01 per share, of American . . .
333773
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ASR
As referenced in this Put and Call Agreement:
American Spectrum Realty, – GROUP whereby GALARDI GROUP
would be obligated to purchase up to 400,000 shares of common stock, par value
$.01 per share, of American Spectrum Realty, Inc. (the "AQQ Shares") from ZEMEL
GROUP, under the terms and conditions of this Agreement.
B. ZEMEL GROUP wishes to grant a _____________
American Spectrum Realty, – with good and
marketable title.
6. ANTI-DILUTION PROVISIONS. If, subsequent to the date of this Agreement,
but prior to the Exercise Date, American Spectrum Realty, Inc. ("AQQ") shall, by
subdivision, combination or reclassification of securities or otherwise, change
any of the AQQ Shares into the same or _____________
American
Spectrum Realty, – written consent of the general partner of any of the Sierra and Nooney
Partnerships, as defined above, or the Chief Executive Officer of American
Spectrum Realty, Inc. ("American Spectrum"), which consent may be withheld for
any reason, directly or indirectly, (i) seek or propose to enter into, directly
_____________
dt 692547
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 | 2004 |
Call Option Agreement
Call Option Agreement (39K)
Doc #335731: Click preview link for longer preview.
CALL OPTION AGREEMENT
This CALL OPTION AGREEMENT (this �Agreement�), dated as of January 31, 2000, is by and among Bank of America, N.A., a national banking association with its principal offices in Charlotte, North Carolina (�Grantor� or �Bank�), Capital Lease Funding, L.P., a Delaware limited partnership with its principal offices in New York, New York (�Buyer�), and CLFC HPII Inc., a Delaware corporation (�CLFC�) that is one of the Buyer�s general partners.
RECITALS
A. The parties to this Agreement are also parties to that certain Purchase and Sale . . .
335731
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Capital Lease
As referenced in this Call Option Agreement:
Capital Lease Funding, – by and among Bank of America, N.A., a national banking association with its principal offices in Charlotte, North Carolina (Grantor or Bank), Capital Lease Funding, L.P., a Delaware limited partnership with its principal offices in New York, New York (Buyer), and CLFC HPII Inc., a Delaware _____________
Capital Lease Funding, – date on which delivery is made by telecopy. The addresses and telecopy numbers for delivery of notices are as follows:
If to CLF:
Capital Lease Funding, L.P.
Attention: Mr. Paul H. McDowell
110 Maiden Lane, 36th Floor
New York, NY 10005
Telecopy: (212) 217-6301
With a _____________
CAPITAL LEASE FUNDING, – or demand.
11
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
BUYER:
GRANTOR:
CAPITAL LEASE FUNDING, L.P.,
by CLF HOLDINGS, INC., its general partner
BANK OF AMERICA, N.A.
By:
/s/ PAUL H. MCDOWELL
By:
/s/ ROBERT _____________
Capital Lease Funding/ – Instructions:
Account Name:
Bank of America, N.A./Charlotte, NC
ABA#:
053-000-196
Acct#:
1366212250600 Corporate Credit Services
Attention:
Edna Benson
Reference:
Capital Lease Funding/ Call Option
Buyers Wire Instructions:
Bank Name:
Bank of New York
ABA#:
021 000 018
Acct#:
8900039248
Beneficiary:
Capital Lease Funding, L.P., _____________
Capital Lease Funding, – Benson
Reference:
Capital Lease Funding/Call Option
Buyers Wire Instructions:
Bank Name:
Bank of New York
ABA#:
021 000 018
Acct#:
8900039248
Beneficiary:
Capital Lease Funding, L.P., 110 Maiden Lane, 36th Floor, New York, NY 10005
Attention:
Mary Kay Downey (212) 217-6300
Reference:
Call Option
Exhibit _____________
dt 649039
;
BofA
As referenced in this Call Option Agreement:
Bank of America, N.A. – 2000
EXHIBIT 10.2
CALL OPTION AGREEMENT
This CALL OPTION AGREEMENT (this Agreement), dated as of January 31, 2000, is by and among Bank of America, N.A. , a national banking association with its principal offices in Charlotte, North Carolina (Grantor or Bank), Capital Lease Funding, L.P., a Delaware _____________
Bank of America, N.A. – CLFC HPII Inc.
Attention: Mr. Robert Perro
50 Charles Lindbergh Blvd.
Uniondale, NY 11553
Telecopy: (516) 745-6787
If to Bank of America:
Bank of America, N.A. ,
Attention: Mr. Robert D. Howlett
100 North Tryon Street, 16th Floor
NC1-007-16-10
9
Charlotte, NC 28255
Telecopy: (704) 386- _____________
BANK OF AMERICA, N.A. – this Agreement as of the date first above written.
BUYER:
GRANTOR:
CAPITAL LEASE FUNDING, L.P.,
by CLF HOLDINGS, INC., its general partner
BANK OF AMERICA, N.A.
By:
/s/ PAUL H. MCDOWELL
By:
/s/ ROBERT D. HOWLETT
Name:
Paul H. McDowell
Name:
Robert D. Howlett
Title:
Senior Vice President
_____________
Bank of America, N.A. – President
CLFC HPII INC.
By:
/s/ ROBERT A. PERRO
Name:
Robert A. Perro
Title:
Vice President
SCHEDULE I
Grantors Wire Instructions:
Account Name:
Bank of America, N.A. /Charlotte, NC
ABA#:
053-000-196
Acct#:
1366212250600 Corporate Credit Services
Attention:
Edna Benson
Reference:
Capital Lease Funding/Call Option
Buyers Wire _____________
Bank of America, N.A. – 36th Floor, New York, NY 10005
Attention:
Mary Kay Downey (212) 217-6300
Reference:
Call Option
Exhibit A
[BUYER LETTERHEAD]
Call Notice
[DATE]
Bank of America, N.A.
100 North Tryon Street, 16th Floor
Charlotte, North Carolina 28255
Attention: Mr. Robert D. Howlett
RE:
Call Option Agreement, dated as of _____________
dt 660056
;
|
BNY
As referenced in this Call Option Agreement:
Bank of New York
– ABA#:
053-000-196
Acct#:
1366212250600 Corporate Credit Services
Attention:
Edna Benson
Reference:
Capital Lease Funding/Call Option
Buyers Wire Instructions:
Bank Name:
Bank of New York
ABA#:
021 000 018
Acct#:
8900039248
Beneficiary:
Capital Lease Funding, L.P., 110 Maiden Lane, 36th Floor, New York, NY 10005
Attention:
_____________
dt 701663
;
Cadwalader
As referenced in this Call Option Agreement:
Cadwalader, – Paul H. McDowell
110 Maiden Lane, 36th Floor
New York, NY 10005
Telecopy: (212) 217-6301
With a copy to:
Mr. Alan Lawrence
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
Telecopy (212) 504-6666
and:
CLFC HPII Inc.
Attention: Mr. Robert Perro
_____________
dt 696300
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Full Doc
 | 2005 |
Put and Call Option Agreement
Put and Call Option Agreement (20K)
Doc #1004755: Click preview link for longer preview.
Dated 21 February 2005
SHURGARD SELF STORAGE INC.
and
CRESCENT EURO SELF STORAGE INVESTMENTS S.? r.l.
PUT AND CALL OPTION AGREEMENT
with respect to
Additional Mezzanine Bonds
issued by First Shurgard Finance S.? r.l.
Rue Brederode 13
B - 1000 Brussels
Telephone (32-2) 501 94 11
Facsimile (32-2) 501 94 94
PUT AND CALL OPTION AGREEMENT
BETWEEN:
(1)
Shurgard Storage Centers Inc., a company organized and existing under the laws of Washington, . . .
1004755
|
Shurgard
As referenced in this Put and Call Option Agreement:
Shurgard Storage Centers – Shurgard Finance S.? r.l.
Rue Brederode 13
B - 1000 Brussels
Telephone (32-2) 501 94 11
Facsimile (32-2) 501 94 94
PUT AND CALL OPTION AGREEMENT
BETWEEN:
(1)
Shurgard Storage Centers Inc., a company organized and existing under the laws of Washington, having its registered office at Valley Street 1155, Suite 400, 98109 Seattle WA, USA,
represented for the purposes of _____________
Shurgard Storage Centers – Parties agree that wherever practicable, and as a first option, any form of communication contemplated by this Clause 6.4. shall be transmitted by electronic means.
If to Shurgard:
To:
Shurgard Storage Centers Inc.
Valley Street 1155, Suite 400
98109-4426 Seattle
USA
Attn:
Mr. Harrell L. Beck
Telefax:
00 1-206 652.37.60
With a copy to:
To:
Shurgard Storage Centers _____________
Shurgard Storage Centers – Shurgard Storage Centers Inc.
Valley Street 1155, Suite 400
98109-4426 Seattle
USA
Attn:
Mr. Harrell L. Beck
Telefax:
00 1-206 652.37.60
With a copy to:
To:
Shurgard Storage Centers Inc.
Valley Street 1155, Suite 400
98109-4426 Seattle
USA
Attn:
General Counsel
Telefax:
00 1-206 652.37.60
If to the Issuer:
To:
First Shurgard Finance S.? r. _____________
Shurgard Storage Centers – in Brussels, on 21 February 2005, in five (5) originals. Each Party, Soci?t? G?n?rale and First Shurgard Finance S.? r.l. acknowledge receipt of their own original.
Shurgard Storage Centers Inc.:
Crescent Euro Self Storage Investments S.? r.l.:
Name:
Kris Van Mieghem
Name:
Henry Thompson
Title:
Attorney-in-fact
Title:
Manager
For acknowledgement and approval of Clauses 4 and _____________
dt 1722286
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 | 2004 |
Put Option Agreement
Put Option Agreement (114K)
Doc #1019920: Click preview link for longer preview.
Put Option Agreement
Between Omega Healthcare Investors, Inc.
and American Health Care Centers, Inc.
and Related Parties
. . .
1019920
|
Omega Healthcare
As referenced in this Put Option Agreement:
Omega Healthcare Investors, Inc – Put Option Agreement between OHI and American Health Care
EX-10.1 2 ex10_1.htm PUT OPTION AGREEMENT BETWEEN OHI AND AMERICAN HEALTH CARE
Put Option Agreement
Between Omega Healthcare Investors, Inc .
and American Health Care Centers, Inc.
and Related Parties
Table of Contents
Section 1. Put Option Consideration
1
Section 2. Put Option
2
(a) Grant of Option
2
(b) _____________
Omega Healthcare Investors, Inc – of Disputes Following Closing
2
(m) Invalidity
2
(n) Prevailing Partys Fees
2
Put Option Agreement
This Agreement, dated as of October 12, 2004, is entered into by and among Omega Healthcare Investors, Inc ., a Maryland corporation ("Omega"), and American Health Care Centers, Inc., an Ohio corporation ("AHCC"), Robert L. and Phyllis Leatherman ("Leathermans"), Leatherman Family Co., Ltd., an Ohio limited liability company (" _____________
Omega Healthcare Investors, Inc – amp; Burroughs, LLP
P.O. Box 1500
50 S. Main St.
Akron, Ohio 44308
Attn: Robert W. Malone
Telephone No.: 330/376-5300
Facsimile No.: 330/258-6559
To Optionees: Omega Healthcare Investors, Inc .
9690 Deereco Road, Ste. 100
Timonium, MD 21093
Attn: C. Taylor Pickett
Telephone No.: 410/427-1720
Facsimile No.: 410/427-8820
With copy to:
(which shall not
constitute _____________
Omega Healthcare Investors, Inc – of the Purchase Agreements, the terms of this Agreement shall control.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Omega Healthcare Investors, Inc . American Health Care Centers, Inc.
on behalf of itself and the American Entities
By:/S/DANIEL. J. BOOTH By:/S/NEIL R. WENGER
Its:Chief Operating Officer Its: Executive _____________
dt 1400221
;
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Dykema Gossett
As referenced in this Put Option Agreement:
Dykema Gossett – and the Optionees acknowledge that Buckingham, Doolittle & Burroughs, LLP is satisfactory to it as counsel for the defense of a claim hereunder and AHCC and the Optionors acknowledge that Dykema Gossett PLLC is acceptable to them as counsel to defend a third-party claim described herein.) After notice from the Indemnifying Person to the Indemnified Person of its election to _____________
Dykema Gossett – 9690 Deereco Road, Ste. 100
Timonium, MD 21093
Attn: C. Taylor Pickett
Telephone No.: 410/427-1720
Facsimile No.: 410/427-8820
With copy to:
(which shall not
constitute notice) Dykema Gossett PLLC
39577 Woodward, Suite 300
Bloomfield Hills, MI 48304
Attn: Kyle R. Hauberg
Telephone No.: 248/203-0871
Facsimile No.: 248/203-0763
Notice to an American Entity must _____________
dt 1474434
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 | 2004 |
Put Agreement
Put Agreement (18K)
Doc #1103006: Click preview link for longer preview.
THIS PUT AGREEMENT ("Agreement") is dated as of September 24, 2004 (the
"Effective Date"), by and between ROBERT PATTILLO PROPERTIES, INC., a Georgia
corporation ("Contributor"), and AMB PROPERTY, L.P., a Delaware limited
partnership ("AMB").
RECITALS
A. Contributor and AMB Property II, L.P., a Delaware limited partnership ("AMB
II"), have previously entered into that certain Contribution Agreement
dated as of September 24, 2004 (the "Contribution . . .
1103006
|
AMB Property
As referenced in this Put Agreement:
AMB Property Corp – a copy to: Robert Pattillo Properties, Inc.
2987 Clairmont Road, Suite 550
Atlanta, GA 30329
Att'n: Clay W. Reese
Fax No.: (404) 235-3541
If to AMB: c/o AMB Property Corp oration
Pier 1, Bay 1
San Francisco, CA 94111
Att'n: General Counsel
Fax No.: (415) 394-9000
With a copy to: Morrison & Foerster LLP
755 Page Mill Road
Palo _____________
AMB Property Corp – provided herein, this Agreement may be
amended or modified only by a written instrument executed by Contributor and
AMB.
AMB: AMB PROPERTY, L.P.,
a Delaware limited partnership
By: AMB Property Corp oration,
a Maryland corporation,
its general partner
By: /s/ Eugene F. Reilly
---------------------------------------
Name: Eugene F. Reilly
---------------------------------------
Its: EVP
---------------------------------------
CONTRIBUTOR: ROBERT PATTILLO PROPERTIES, INC.,
a Georgia Corporation
By: /s/ Clay W. _____________
AMB Property Corp – IN WITNESS WHEREOF the parties hereto have duly executed this Assignment as
of the day and year first above written.
ASSIGNEE: AMB PROPERTY, L.P.,
a Delaware limited partnership
By AMB Property Corp oration,
a Maryland corporation, its general partner
By:
--------------------------------------
Name:
--------------------------------------
Its:
--------------------------------------
ASSIGNOR: ROBERT PATTILLO PROPERTIES, INC.
a Georgia Corporation
By:
--------------------------------------
Name:
--------------------------------------
Its:
--------------------------------------
By:
--------------------------------------
Name:
--------------------------------------
Its:
--------------------------------------
_____________
dt 1366015
;
|
Morrison
As referenced in this Put Agreement:
Morrison & Foerster – 3541
If to AMB: c/o AMB Property Corporation
Pier 1, Bay 1
San Francisco, CA 94111
Att'n: General Counsel
Fax No.: (415) 394-9000
With a copy to: Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018
Att'n: Philip J. Levine, Esq.
Fax No.: (650) 494-0792
or to such other address as either party may _____________
dt 1360647
|
| Preview
Full Doc
 | 2004 |
Put Agreement
Put Agreement (18K)
Doc #1308149: Click preview link for longer preview.
PUT AGREEMENT
THIS PUT AGREEMENT ("Agreement") is dated as of September 24, 2004 (the
"Effective Date"), by and between ROBERT PATTILLO PROPERTIES, INC., a Georgia
corporation ("Contributor"), and AMB PROPERTY, L.P., a Delaware limited
partnership ("AMB").
RECITALS
A. Contributor and AMB Property II, L.P., a Delaware limited partnership ("AMB
II"), have previously entered into that certain Contribution Agreement
dated as . . .
1308149
| |
AMB Property
As referenced in this Put Agreement:
AMB Property Corp – a copy to: Robert Pattillo Properties, Inc.
2987 Clairmont Road, Suite 550
Atlanta, GA 30329
Att'n: Clay W. Reese
Fax No.: (404) 235-3541
If to AMB: c/o AMB Property Corp oration
Pier 1, Bay 1
San Francisco, CA 94111
Att'n: General Counsel
Fax No.: (415) 394-9000
With a copy to: Morrison & Foerster LLP
755 Page Mill Road
_____________
AMB Property Corp – this Agreement may be
amended or modified only by a written instrument executed by Contributor and
AMB.
<PAGE>
AMB: AMB PROPERTY, L.P.,
a Delaware limited partnership
By: AMB Property Corp oration,
a Maryland corporation,
its general partner
By: /s/ Eugene F. Reilly
---------------------------------------
Name: Eugene F. Reilly
---------------------------------------
Its: EVP
---------------------------------------
CONTRIBUTOR: ROBERT PATTILLO PROPERTIES, INC.,
a Georgia Corporation
By: /s/ Clay W. _____________
AMB Property Corp – IN WITNESS WHEREOF the parties hereto have duly executed this Assignment as
of the day and year first above written.
ASSIGNEE: AMB PROPERTY, L.P.,
a Delaware limited partnership
By AMB Property Corp oration,
a Maryland corporation, its general partner
By:
--------------------------------------
Name:
--------------------------------------
Its:
--------------------------------------
ASSIGNOR: ROBERT PATTILLO PROPERTIES, INC.
a Georgia Corporation
By:
--------------------------------------
Name:
--------------------------------------
Its:
--------------------------------------
By:
--------------------------------------
Name:
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