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Development Agreement
Development Agreement (18K)
Doc #268106: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}8
{FILENAME}s345371.txt
{DESCRIPTION}EX-99 - EXHIBIT 7 - DEVLOPMENT AGREEMENT
{TEXT}
Exhibit 7
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT, dated as of March 30, 2001 (this
"Agreement"), by and between Cendant Internet Group, Inc., a Delaware
corporation ("CIG"), and Travel Portal, Inc., a Delaware corporation (the
"Company").
WHEREAS, in connection with the execution of this Agreement, the
Company and CIG are entering into a Transaction Agreement (the "Transaction
Agreement"); and
WHEREAS, in connection with the transactions contemplated by the
Transaction Agreement, CIG has agreed to advance funds and shares of common
stock ("Homestore Common Stock") of Homestore.com, Inc. ("Homestore") to
the Company solely for the Company's use in researching and developing
Internet-related products and systems.
NOW, THEREFORE, in consideration of the foregoing and the
covenants and agreements set forth herein, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Advance. (a) Subject to the terms and conditions of this
Agreement, as soon as practicable after the execution of this Agreement,
CIG shall advance, or cause one or more of its subsidiaries to advance, to
the Company (i) $45,000,000 in cash, payable by wire transfer of
immediately available funds to one or more accounts designated by the
Company for such purpose and (ii) 1,500,000 shares of Homestore Common
Stock (which shares have a fair market value of $33,656,250 (collectively,
the "Advance"). The parties hereto agree that the Company shall use the
Advance solely for the purpose of researching and developing
Internet-related products and systems.
(b) The certificate representing the shares of Homestore Common
Stock delivered as part of the Advance, and any certificates subsequently
issued with respect thereto or in substitution therefor (including any
shares issued or issuable in respect of any such shares upon any stock
split stock dividend, recapitalization, or similar event), shall bear the
following legends:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A WRITTEN
OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM
AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933."
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND VOTING CONTAINED IN
STOCKHOLDER AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST OF THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY
OF THE CORPORATION AT THE PRINCIPAL OFFICES OF THE CORPORATION."
2. Interest. Commencing on the first day of the first consecutive
twelve month period in which the Company's EBITDA (calculated as set forth
in Section 3(a)(i) below) equals or exceeds $20,000,000, interest shall
accrue on the outstanding unpaid amount of the Advance at an annual rate
equal to Eighteen Percent (18%). Interest shall be payable only upon
repayment of the Advance in accordance with Section 3 hereof. Interest
shall be payable in cash. Any payments made by the Company hereunder shall
be applied first to any accrued and unpaid interest and second to the
principal amount of the Advance.
3. Repayment. (a) The Company agrees to repay to CIG the
$78,656,250 Advance, in full and with interest as set forth in Section 2
hereof (the "Repayment"), upon the earliest of the following events to
occur:
(i) 90 days following the Company achieving earnings before
income taxes, depreciation and amortization (exclusive of any
income or losses resulting from the ownership and/or any sale of
the Homestore Common Stock being advanced to the Company
hereunder) ("EBITDA") of at least $20,000,000 for any consecutive
twelve months (as reflected in the consolidated income statements
of the Company prepared in accordance with generally accepted
accounting principles (except for the absence of footnotes)) (the
"EBITDA Target"), provided however, that the Company shall not be
required to make the Repayment unless the Company achieves the
EBITDA Target during the 5-year period from April 1, 2001 to March
31, 2006; or
(ii) the consummation of a Change of Control (as defined
below) of the Company in a transaction which values (as determined
in good faith by the Board of Directors) the Company, its assets
or its equity securities at $100,000,000 or more (exclusive of any
value attributable to the Homestore Common Stock owned by the
Company at the time of Change of Control), provided, however, that
in the event of such a Change of Control of the Company,
notwithstanding anything else in this Section 3, the Company shall
be required to apply 66.7% of the dollar value of the
consideration received by the Company in connection with such
Change of Control in excess of $100,000,000 to the Repayment,
until such time as the Advance is repaid in full with interest as
set forth in Section 2 hereof; and any remaining unpaid amount of
the Advance after giving effect to such Repayment shall continue
to be outstanding pursuant to the terms of this Agreement.
Schedule 3(ii), attached hereto, sets forth some examples as to
how this Section 3(ii) would be applied in certain hypothetical
situations.
(b) The Company shall make the Repayment within five (5)
business days of the date on which the Repayment becomes due pursuant to
subsection (a) above and shall make the Repayment by wire transfer of
immediately available funds to one or more accounts designated by CIG for
such purpose.
(c) For purposes of this Agreement:
"Change of Control" of the Company means the occurrence of
any of the following with respect to the Company: (i) there shall be
consummated (A) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation, or pursuant to
which shares of the Company's Common Stock would be converted in whole or
in part into cash, securities or other property, other than a consolidation
or merger of the Company in which the holders of the Company's Common Stock
immediately prior to the consolidation or merger own 70% or more of the
common stock of the surviving corporation immediately after such
consolidation or merger, (B) any consolidation or merger of the Company in
which the Company is the continuing or surviving corporation, other than
any such consolidation or merger in which the holders of the Company's
Common Stock immediately prior to the consolidation or merger, hold at
least 70% of the voting equity of the continuing or surviving corporation
immediately after such merger or consolidation or (C) any sale, lease,
exchange or transfer (in one transaction or a series of related
transactions) of 30% or more in value of the assets of the Company (based
on the fair market value of such assets at the time of sale), and other
than through the Put Right as that term is defined herein or (ii) any
Person (as defined below), other than the Company or a subsidiary thereof,
any employee benefit plan sponsored by the Company or a subsidiary thereof,
Cendant Corporation, a Delaware corporation (or any of its subsidiaries) or
the Hospitality Technology Trust shall become the beneficial owner (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
268106
|
Cendant Internet
As referenced in this Development Agreement:
Cendant Internet Group, – 99 - EXHIBIT 7 - DEVLOPMENT AGREEMENT
{TEXT}
Exhibit 7
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT, dated as of March 30, 2001 (this
"Agreement"), by and between Cendant Internet Group, Inc., a Delaware
corporation ("CIG"), and Travel Portal, Inc., a Delaware corporation (the
"Company").
WHEREAS, in connection with the execution of this
_____________
CENDANT INTERNET GROUP, – matter.
IN WITNESS WHEREOF, each of the undersigned has caused
this Agreement to be duly signed as of the date first above written.
CENDANT INTERNET GROUP, INC.
By: /s/ Samuel L. Katz
---------------------------------------
Name: Samuel L. Katz
Title: Chief Executive Officer
TRAVEL PORTAL, INC.
By: /s/ Jacob Stepan
---------------------------------------
Name:
_____________
dt 186953
;
|
Homestore.com
As referenced in this Development Agreement:
Homestore.com, – with the transactions contemplated by the
Transaction Agreement, CIG has agreed to advance funds and shares of common
stock ("Homestore Common Stock") of Homestore.com, Inc. ("Homestore") to
the Company solely for the Company's use in researching and developing
Internet-related products and systems.
NOW, THEREFORE,
_____________
dt 187115
;
Homestore.com
As referenced in this Development Agreement:
Homestore.com, – with the transactions contemplated by the
Transaction Agreement, CIG has agreed to advance funds and shares of common
stock ("Homestore Common Stock") of Homestore.com, Inc. ("Homestore") to
the Company solely for the Company's use in researching and developing
Internet-related products and systems.
NOW, THEREFORE,
_____________
dt 187115
;
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Development Agreement
Development Agreement (175K)
Doc #398922: Click preview link for longer preview.
TABLE OF CONTENTS
ARTICLE I Grant................................................................. 2
ARTICLE II Fees................................................................. 4
ARTICLE III Schedule and Manner for Exercising Development Rights............... 5
ARTICLE IV Prerequisites to Obtaining Licenses.................................. 11
ARTICLE V Term.................................................................. . . .
398922
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O'Charley's
As referenced in this Development Agreement:
[O'CHARLEY'S INC – {DOCUMENT}
{TYPE}EX-10.6
{SEQUENCE}7
{FILENAME}g91871exv10w6.txt
{DESCRIPTION}EX-10.6 DEVELOPMENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.6
[O'CHARLEY'S INC . LOGO]
O'CHARLEY'S INC.
DEVELOPMENT AGREEMENT
{PAGE}
.
.
.
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I Grant................................................................. 2
ARTICLE II Fees................................................................. 4
ARTICLE III Schedule and Manner for Exercising
_____________
O'CHARLEY'S INC – {DOCUMENT}
{TYPE}EX-10.6
{SEQUENCE}7
{FILENAME}g91871exv10w6.txt
{DESCRIPTION}EX-10.6 DEVELOPMENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.6
[O'CHARLEY'S INC. LOGO]
O'CHARLEY'S INC .
DEVELOPMENT AGREEMENT
{PAGE}
.
.
.
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I Grant................................................................. 2
ARTICLE II Fees................................................................. 4
ARTICLE III Schedule and Manner for Exercising Development Rights............... 5
ARTICLE IV
_____________
O'CHARLEY'S INC – Lease Rider.............................................. B-1
Attachment C Confidentiality And Non-Compete Agreement................ C-1
Attachment D Statement Of Ownership Interests and Principals.......... D-1
Attachment E Guaranty................................................. E-1
i
{PAGE}
O'CHARLEY'S INC .
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into
this 20th day of August 2004, by and among O'Charley's Inc., a Tennessee
corporation ("Licensor"),
_____________
O'Charley's Inc – Guaranty................................................. E-1
i
{PAGE}
O'CHARLEY'S INC.
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into
this 20th day of August 2004, by and among O'Charley's Inc ., a Tennessee
corporation ("Licensor"), JFC Enterprises, LLC, a Delaware limited liability
company ("Developer"), Kurt Strang, an individual residing at 109 Grand Cypress
Creek Drive, Broussard, Louisiana 70518 (the "Controlling
_____________
O'Charley's Inc – unless that party
shall have given written notice of change of address to the sending party, in
which event the new address so specified shall be used.
Notices to Licensor: O'Charley's Inc .
3038 Sidco Drive
Nashville, Tennessee 37204
Attention: Director of Franchising
Facsimile: (615) 782-5043
Notices to Developer and JFC Enterprises, LLC
the Controlling Principal: 3038 Sidco Drive
Nashville, Tennessee
_____________
dt 1365008
;
|
Weingarten
As referenced in this Development Agreement:
Weingarten Realty Investors
– This Lease Rider is made and entered into this ________ day of
_____________ 2004 by and between O'CHARLEY'S INC., a Tennessee corporation
("Licensor"), JFC Enterprises, LLC. ("Operator") and Weingarten Realty Investors
("Landlord").
WHEREAS, Licensor and Operator are parties to that certain Development
Agreement dated as of August 20, 2004 ("Development Agreement");
WHEREAS, Operator and Landlord desire to enter into a
_____________
WEINGARTEN REALTY INVESTORS
– O'CHARLEY'S INC.
a Tennessee corporation
By: /s/ Edward C. Hastings
----------------------------------------
Edward C. Hastings
Director of Franchising
OPERATOR:
JFC ENTERPRISES, LLC
By: /s/ Kurt Strang
----------------------------------------
Kurt Strang
President
LANDLORD:
WEINGARTEN REALTY INVESTORS
By:
----------------------------------------
Name:
----------------------------------
Title:
---------------------------------
B-3
{PAGE}
ATTACHMENT C
TO DEVELOPMENT AGREEMENT
CONFIDENTIALITY AND NON-COMPETE AGREEMENT
This Agreement is made and entered into this 20th day of August 2004,
_____________
dt 1023356
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Development Agreement
Development Agreement (18K)
Doc #736582: Click preview link for longer preview.
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT, dated as of March 30, 2001 (this
"Agreement"), by and between Cendant Internet Group, Inc., a Delaware
corporation ("CIG"), and Travel Portal, Inc., a Delaware corporation (the
"Company").
WHEREAS, in connection with the execution of this Agreement, the
Company and CIG are entering into a Transaction Agreement (the "Transaction
Agreement"); and
WHEREAS, in connection with the transactions contemplated by the
Transaction Agreement, CIG has . . .
736582
|
Cendant Internet
As referenced in this Development Agreement:
Cendant Internet Group, Inc – SEQUENCE}8
{FILENAME}s345371.txt
{DESCRIPTION}EX-99 - EXHIBIT 7 - DEVLOPMENT AGREEMENT
{TEXT}
Exhibit 7
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT, dated as of March 30, 2001 (this
"Agreement"), by and between Cendant Internet Group, Inc ., a Delaware
corporation ("CIG"), and Travel Portal, Inc., a Delaware corporation (the
"Company").
WHEREAS, in connection with the execution of this Agreement, the
Company and CIG are entering into
_____________
CENDANT INTERNET GROUP, INC – both oral and written, regarding such subject matter.
IN WITNESS WHEREOF, each of the undersigned has caused
this Agreement to be duly signed as of the date first above written.
CENDANT INTERNET GROUP, INC .
By: /s/ Samuel L. Katz
---------------------------------------
Name: Samuel L. Katz
Title: Chief Executive Officer
TRAVEL PORTAL, INC.
By: /s/ Jacob Stepan
---------------------------------------
Name: Jacob Stepan
Title: Chief Operating Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1414834
;
Homestore.com
As referenced in this Development Agreement:
Homestore.com, Inc – the "Transaction
Agreement"); and
WHEREAS, in connection with the transactions contemplated by the
Transaction Agreement, CIG has agreed to advance funds and shares of common
stock ("Homestore Common Stock") of Homestore.com, Inc . ("Homestore") to
the Company solely for the Company's use in researching and developing
Internet-related products and systems.
NOW, THEREFORE, in consideration of the foregoing and the
covenants
_____________
dt 1521755
;
|
Homestore.com
As referenced in this Development Agreement:
Homestore.com, Inc – the "Transaction
Agreement"); and
WHEREAS, in connection with the transactions contemplated by the
Transaction Agreement, CIG has agreed to advance funds and shares of common
stock ("Homestore Common Stock") of Homestore.com, Inc . ("Homestore") to
the Company solely for the Company's use in researching and developing
Internet-related products and systems.
NOW, THEREFORE, in consideration of the foregoing and the
covenants
_____________
dt 1521755
;
Stepan
As referenced in this Development Agreement:
Stepan
– as of the date first above written.
CENDANT INTERNET GROUP, INC.
By: /s/ Samuel L. Katz
---------------------------------------
Name: Samuel L. Katz
Title: Chief Executive Officer
TRAVEL PORTAL, INC.
By: /s/ Jacob Stepan
---------------------------------------
Name: Jacob Stepan
Title: Chief Operating Officer
{/TEXT}
{/DOCUMENT}
_____________
Stepan
– date first above written.
CENDANT INTERNET GROUP, INC.
By: /s/ Samuel L. Katz
---------------------------------------
Name: Samuel L. Katz
Title: Chief Executive Officer
TRAVEL PORTAL, INC.
By: /s/ Jacob Stepan
---------------------------------------
Name: Jacob Stepan
Title: Chief Operating Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1338418
;
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Development Agreement
Development Agreement (351K)
Doc #873104: Click preview link for longer preview.
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (�Agreement�) is made as of the 22nd day of November, 2004, by and among FOCIL HOLDINGS, LLC, a Delaware limited liability company (�FOCIL Holdings�), FOCIL-MB, LLC, a Delaware limited liability company (�FOCIL-MB�), FOCIL-BP, LLC, a Delaware limited liability company (�FOCIL-BP�), FOCIL-WB, LLC, a Delaware limited liability company, and FOCIL-SFD, LLC, a Delaware limited liability company (individually, an �Owner�, and collectively, �Owner� or �Owners� as the context may dictate), and CATELLUS URBAN CONSTRUCTION, INC., a . . .
873104
|
Catellus
As referenced in this Development Agreement:
Catellus Development – the City of Alameda, a public body corporate and politic (CIC), pursuant to that certain Disposition and Development Agreement dated as of June 16, 2000, by and between CIC and Catellus Development Corporation, a Delaware corporation (CDX), as amended, other than the right to acquire the Alameda (Commercial) Assets).
C. As used herein, each of the Wholly-Owned Assets and the Alameda (
_____________
Catellus Development – shall diligently pursue and shall, including, (a) prepare the Payment Requests required under those certain Acquisition Agreements, both dated as of June 1, 2001 (the Acquisition Agreements), by and between Catellus Development Corporation, a Delaware corporation, and the Redevelopment Agency of the City and County of San Francisco (Agency), which Acquisition Agreements have been assigned to Owner; (b) process such Payment Requests,
_____________
Catellus Development – Specifications for each Wholly-Owned Project, and addenda and change orders thereto, at either the on-site local office for the Wholly-Owned Project or at Development Managers offices at Catellus Development Corporation, 201 Mission Street, Lobby 2, San Francisco, California 94105 with respect to the Mission Bay Assets and the Alameda (Bayport) Wholly-Owned Assets (the Development Manager Northern California Office),
_____________
Catellus Development – 201 Mission Street, Lobby 2, San Francisco, California 94105 with respect to the Mission Bay Assets and the Alameda (Bayport) Wholly-Owned Assets (the Development Manager Northern California Office), or Catellus Development Corporation, Residential Group, 3990 Westerly Place, Suite 120, Newport Beach, California 92660 with respect to the West Bluffs Assets and the Santa Fe Depot Assets (the Development Manager Southern California
_____________
Catellus Development – subject to the right of a party to designate a different address for itself by notice similarly given):
Development Manager:
Catellus Urban Construction, Inc.
Catellus Commercial Development Corporation
c/o Catellus Development Corporation
201 Mission Street, 2nd Floor
San Francisco, California 94105
Attention:
General Counsel
Telecopier:
(415) 974-4651
Telephone:
(415) 974-4500
with a copy to:
Allen Matkins Leck Gamble &
_____________
dt 1388778
;
|
Urban
As referenced in this Development Agreement:
URBAN CONSTRUCTION, INC – LLC, a Delaware limited liability company, and FOCIL-SFD, LLC, a Delaware limited liability company (individually, an Owner, and collectively, Owner or Owners as the context may dictate), and CATELLUS URBAN CONSTRUCTION, INC ., a Delaware corporation (CUCI), and CATELLUS COMMERCIAL DEVELOPMENT CORPORATION, a Delaware corporation (CCDC) (CUCI and CCDC are referred to herein, collectively, as Development Manager).
RECITALS
A. Concurrently herewith, FOCIL
_____________
URBAN CONSTRUCTION, INC – 4.7 OF THAT CERTAIN DEVELOPMENT AGREEMENT DATED AS OF NOVEMBER 22, 2004 BY AND AMONG FOCIL HOLDINGS, LLC AND OTHER OWNERS NAMED THEREIN, ON THE ONE HAND, AND CATELLUS URBAN CONSTRUCTION, INC ., AND CATELLUS COMMERCIAL DEVELOPMENT CORPORATION, ON THE OTHER HAND, FOR AN URGENT DEVELOPMENT MATTER AND THEREFORE, PURSUANT TO SECTION 4.7 OF SUCH DEVELOPMENT AGREEMENT, YOU MUST ENDEAVOR TO
_____________
Urban Construction, Inc – clause (i) or (ii) above, and addressed as follows (subject to the right of a party to designate a different address for itself by notice similarly given):
Development Manager:
Catellus Urban Construction, Inc .
Catellus Commercial Development Corporation
c/o Catellus Development Corporation
201 Mission Street, 2nd Floor
San Francisco, California 94105
Attention:
General Counsel
Telecopier:
(415) 974-4651
Telephone:
(415) 974-4500
_____________
URBAN CONSTRUCTION, INC – Name:
Title:
FOCIL-SFD, LLC,
a Delaware limited liability company
By:
Farallon Capital Management, L.L.C.,
a Delaware limited liability company,
its Manager
By:
Name:
Title:
DEVELOPMENT MANAGER:
CATELLUS URBAN CONSTRUCTION, INC .,
a Delaware corporation
By:
Name:
Title:
DMA Signature Page 2
CATELLUS COMMERCIAL DEVELOPMENT
CORPORATION, a Delaware corporation
By:
Name:
Title:
DMA Signature Page 3
JOINDER
In consideration of the
_____________
URBAN CONSTRUCTION, INC – Delaware limited liability company, FOCIL-WB, LLC, a Delaware limited liability company, and FOCIL-SFD, LLC, a Delaware limited liability company (individually, an Owner, and collectively, the Owners), and CATELLUS URBAN CONSTRUCTION, INC ., a Delaware corporation (CUCI), and CATELLUS COMMERCIAL DEVELOPMENT CORPORATION, a Delaware corporation (CCDC) (CUCI and CCDC are hereinafter referred to, collectively, as Development Manager), of which this Joinder forms
_____________
dt 1467350
|
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Development Agreement
Development Agreement (136K)
Doc #1044650: Click preview link for longer preview.
DEVELOPMENT AGREEMENT
by and among
Princeton Land Partners, L.L.C.,
ABL Capital Corp.
&
Boston Properties Limited Partnership
Dated: June 30, 1998
TABLE OF CONTENTS
ARTICLE I - DEFINITIONS
3
1.1
Defined Terms.
3
ARTICLE II - DEVELOPMENT
10
2.1
Development Properties.
10
2.2
Development.
13
2.3
. . .
1044650
|
BP
As referenced in this Development Agreement:
Boston Properties, Inc – over BPLP, the Owner, Landis, any Development Properties or Withdrawn Properties.
BCP Release Documents shall mean the agreements identified as BCP Release Documents on Schedule 2.
Boston Properties shall mean Boston Properties, Inc ., a Delaware corporation.
BPLP Indemnified Parties shall mean BPLP, Boston Properties and their respective officers, directors, employees, agents, consultants, representatives, subsidiaries, Affiliates, stockholders, partners and attorneys.
Business Day shall
_____________
Boston Properties, Inc – LLP
185 Madison Avenue
New York, New York 10016
Attn:
Jeffrey D. Stanger
Fax:
(212) 683-5555
- 49 -
Development Agreement
If to BPLP to:
Boston Properties Limited Partnership
c/o Boston Properties, Inc .
8 Arlington Street
Boston, Massachusetts 02116
Attn:
Douglas T. Linde, Vice President and
Frederick J. DeAngelis, General Counsel
Fax:
(617) 536-4562
with a copy to:
Goodwin, Procter &
_____________
Boston Properties, Inc – By:
/s/ Alan B. Landis
Name:
Alan B. Landis
Title:
President
ABL CAPITAL CORP.
By:
/s/ Alan B. Landis
Name:
Alan B. Landis
Title:
President
BOSTON PROPERTIES LIMITED PARTNERSHIP
By:
Boston Properties, Inc .,
its general partner
By:
/s/ William J. Wedge
Name:
William J. Wedge
Title:
Senior Vice-President
Boston Properties execution below is solely for acknowledging its agreement in connection with
_____________
BOSTON PROPERTIES, INC – solely for acknowledging its agreement in connection with an issuance of Units under Section 5.5 and Schedule 5.5 and otherwise in accordance with the terms of this Agreement:
BOSTON PROPERTIES, INC .
By:
/s/ William J. Wedge
Name:
William J. Wedge
Title:
Senior Vice-President
_____________
dt 1330517
;
Covance
As referenced in this Development Agreement:
Covance, Inc – date hereof by and between the parties identified on the Schedules thereto, BPLP and Boston Properties, as may be amended, modified or supplemented from time to time.
Covance shall mean Covance, Inc .
Covance Documents shall mean the agreements, letters and other documents identified as Covance Documents on Schedule 2.
Design Criteria shall mean, for each Development Property, the design criteria set
_____________
dt 1383536
;
|
 Fried Frank
As referenced in this Development Agreement:
Fried, Frank – If to Landis or the Owner:
The Landis Group
101 Carnegie Center
Princeton, New Jersey 08540
Attn:
Alan B. Landis and
Mitchell Landis
Fax:
(609) 452-1453
with copies to:
Fried, Frank , Harris, Shriver & Jacobson
1 New York Plaza
New York, New York 10004
Attn:
Jonathan L. Mechanic
Fax:
(212) 859-8582
and
Motola Klar & Dinowitz, LLP
185 Madison
_____________
dt 1523089
|
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Development Agreement
Development Agreement (38K)
Doc #1084659: Click preview link for longer preview.
<DESCRIPTION>DEVELOPMENT AGREEMENT
<TEXT>
DEVELOPMENT AGREEMENT
This "Agreement" is made and entered into as of this 30th day of
September 2000, by and among Amerihost Properties, Inc., a Delaware corporation,
("Developer" or "API"), AmeriHost Inn Franchising Inc., a Delaware corporation
("AIFI"), Amerihost Management Inc., an Illinois corporation ("AMI"), Amerihost
Development, Inc., an Illinois corporation ("ADI") and Cendant Finance Holding
Corporation, a Delaware . . .
1084659
|
PMC Commercial
As referenced in this Development Agreement:
PMC Commercial Trust, – facility or the long
term (20 year or longer term) lessee of the facility (provided however that with
respect to the API Facilities leased in connection with the transactions with
PMC Commercial Trust, the term of such leases may be 10 years or longer and the
term of any related franchise agreement shall be 20 years), or (ii) AMI if it is
_____________
dt 1509469
| |
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Development Agreement
Development Agreement (24K)
Doc #3250922: Click preview link for longer preview.
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this ?Agreement?) is made this 4th day of March, 2004 (the ?Effective Date?), by and between ST. CHARLES COMMUNITY, LLC, a Maryland limited liability company (the ?Developer?) and U.S. HOME CORPORATION, a Delaware corporation (the ?Builder?).
RECITALS:
A. The Developer is engaged in the subdivision and development of a residential planned unit development community located in Charles County, Maryland and known as St. Charles (?St. Charles?).
B. . . .
3250922
|
ACPT
As referenced in this Development Agreement:
American Community Properties Trust
– Bomgardner
Walsh, Colucci, Stackhouse,
Emrich & Lubeley, P.C.
13663 Office Place, Suite 201
Woodbridge, VA 22192
Fax No.: (703) 690-2412
To the Developer: Mr. Edwin L. Kelly
President
American Community Properties Trust
222 Smallwood Village Center
St. Charles, Maryland 20602
With a copy to: Stephen H. Scott, Esq.
Chapman, Bowling & Scott, P.A.
112 La Grange Ave
PO Box 610
_____________
dt 1874983
| |