Browse > Home / IndustryIntelligence / Real Estate / Agency Agreements

Real Estate

Agency Agreements

Page 1 of 21 2

$54	Preview Full Doc	2003	Intercreditor and Collateral Agency Agreement [Amended and Restated] Intercreditor and Collateral Agency Agreement [Amended and Restated] (91K) Doc #131005: Click preview link for longer preview. AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT THIS AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this "AGREEMENT") is made as of May 30, 2003 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA"), in its capacity as collateral agent (and in such capacity, together with its successors in such capacity or any Lenders or group of Lenders acting in such capacity, "COLLATERAL AGENT" hereunder), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "REVOLVER AGENT" hereunder) for the Revolver Lenders (as hereinafter defined), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "TERM AGENT" hereunder) for the Term Lenders (as hereinafter defined), LEHMAN COMMERCIAL PAPER INC. ("LEHMAN"), in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "CASDEN AGENT" hereunder), for the Casden Lenders (as hereinafter defined), and AIMCO PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT") (REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as "REVOLVER BORROWERS"; REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as "TERM BORROWERS"; and REIT, AIMCO and NHP Management and their respective successors and assigns are collectively referred to as "CASDEN BORROWERS", the Revolver Borrowers, Term Borrowers and Casden Borrowers are collectively referred to as "BORROWERS"), with reference to the following facts: A. Revolver Borrowers, Bank of America, as agent and as a lender, and the financial institutions party thereto, executed that certain Credit Agreement dated as of August 16, 1999, as amended by (i) that certain Amended and Restated Credit Agreement dated March 15, 2000, (ii) that certain First Amendment to $345,000,000 Amended and Restated Credit Agreement dated as of April 14, 2000, (iii) that certain Second Amended and Restated Credit Agreement dated as of September 20, 2000, (iv) that certain Third Amended and Restated Credit Agreement dated as of November 6, 2001, (v) that certain Fourth Amended and Restated Credit Agreement dated as of March 11, 2002, (vi) that certain Consent and Waiver, dated as of June 12, 2002, (vii) that certain Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 5, 2002, (viii) that certain Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, (ix) that certain First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003 (the "FIRST AMENDMENT"), and (x) that certain Second Amendment to Fifth Amended and Restated Credit Agreement, dated of even date herewith (the "REVOLVER CREDIT AGREEMENT AMENDMENT") (as so amended, and as hereafter may be amended from time to time in accordance with this Agreement, the "REVOLVER CREDIT AGREEMENT"). Pursuant to the Revolver Credit Agreement, the Revolver Lenders have committed to make loans and certain other credit facilities to Revolver Borrowers in the maximum principal amount of $500,000,000 (the "REVOLVER LOAN"). 1 {Page} B. Casden Borrowers, Lehman, as agent and as a lender, and the financial institutions party thereto, executed that certain Interim Credit Agreement, dated as of March 11, 2002, as amended by (i) that certain First Amendment and Waiver, dated as of June 12, 2002, (ii) that certain Second Amendment, dated as of August 2, 2002, (iii) that certain Third Amendment, dated as of February 14, 2003, (iv) that certain Fourth Amendment, dated as of May 9, 2003 (the "FOURTH AMENDMENT"), and (v) that certain Fifth Amendment, dated of even date herewith (the "CASDEN CREDIT AGREEMENT AMENDMENT") (as so amended, and as hereafter may be amended from time to time in accordance with this Agreement, the "CASDEN CREDIT AGREEMENT"). Pursuant to the Casden Credit Agreement, the Casden Lenders have made loans to Casden Borrowers in the original principal amount of $287,000,000 and on the date hereof the outstanding principal balance of such loans has been reduced to approximately $104,000,000 (the "CASDEN LOAN"). C. Concurrently herewith, Term Borrowers, Bank of America, as agent and as a lender, and the financial institutions party thereto, are executing that certain Term Loan Credit Agreement (as hereafter may be amended from time to time in accordance with this Agreement, the "TERM CREDIT AGREEMENT") with respect to a term loan to Term Borrowers in the original principal amount of $250,000,000 (the "TERM LOAN"). D. Casden Lenders and Revolver Lenders have consented to the Term Loan pursuant to the Fourth Amendment and the First Amendment, respectively. Concurrently herewith, Casden Borrowers, Casden Agent and the Casden Lenders are entering into the Casden Credit Agreement Amendment and Revolver Borrowers, Revolver Agent and the Revolver Lenders are entering into the Revolver Credit Agreement Amendment, in each case, to make the specific changes to their respective Loan Documents in order to implement the Term Loan. E. Agents (as defined below), Borrowers and Collateral Agent desire to execute and deliver this Agreement to evidence, among other things, the agreement of the parties that each Loan and the Loan Documents for each Loan and the rights of each Lender thereunder (except as expressly set forth otherwise herein), including, in each case, recourse to Collateral and recourse to Guarantors are and will be PARI PASSU to the other Loans and Loan Documents, and the rights of the Lenders thereunder (except as expressly set forth otherwise herein) will be pro rata in accordance with the respective Benefited Obligations of each such Lender as specifically set forth herein, and to further set forth the relative rights and obligations of the parties hereto. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties hereto agree as follows: 1. DEFINITIONS: As used in this Agreement, the following terms will have the following meanings: "AFFILIATE", as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) 131005	Aimco Properties Aimco Properties, LP As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: AIMCO Properties, LP – Street, 22nd Floor San Francisco, CA 94111 Attn: Frank Stumpf Fax: 415-913-3445 If to Revolver Borrowers, Casden Borrowers or Term Borrowers: AIMCO Properties, LP 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 Attn: Paul McAuliffe Executive Vice President/Chief Financial Officer Fax: 303-691- _____________ dt 183138 ; Aimco Properties Aimco Properties, LP ( Apartment Building Operators ) As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: AIMCO Properties, LP – Street, 22nd Floor San Francisco, CA 94111 Attn: Frank Stumpf Fax: 415-913-3445 If to Revolver Borrowers, Casden Borrowers or Term Borrowers: AIMCO Properties, LP 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 Attn: Paul McAuliffe Executive Vice President/Chief Financial Officer Fax: 303-691- _____________ dt 183138 ; AIMCO Apartment Investment & Management Co. As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: APARTMENT INVESTMENT AND MANAGEMENT – limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT") (REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as " _____________ APARTMENT INVESTMENT AND MANAGEMENT – AGENT FOR TERM LENDERS, BANK OF AMERICA, N.A., AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND LEHMAN COMMERCIAL PAPER INC., AS AGENT FOR CASDEN LENDERS." 9. SUCCESSORS AND ASSIGNS. This Agreement will bind the parties hereto, _____________ APARTMENT INVESTMENT AND MANAGEMENT – K. Kompaniez -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT COMPANY, a District of Columbia corporation By: /S/ Ronald D. Monson ----------------------------------------- Ronald D. Monson President APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation By: /S/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President S-1 AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT { _____________ APARTMENT INVESTMENT AND MANAGEMENT – a Delaware limited partnership By: AIMCO-GP, INC., a Delaware corporation Its: General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT COMPANY, a District of Columbia corporation By: /s/ _____________ dt 152433 ;	AIMCO Apartment Investment & Management Co. ( Real Estate Investment Trusts ) As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: APARTMENT INVESTMENT AND MANAGEMENT – limited partnership ("AIMCO"), AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA"), NHP MANAGEMENT COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") and APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT") (REIT, AIMCO, AIMCO/Bethesda and NHP Management together with their successors and assigns are collectively referred to as " _____________ APARTMENT INVESTMENT AND MANAGEMENT – AGENT FOR TERM LENDERS, BANK OF AMERICA, N.A., AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND LEHMAN COMMERCIAL PAPER INC., AS AGENT FOR CASDEN LENDERS." 9. SUCCESSORS AND ASSIGNS. This Agreement will bind the parties hereto, _____________ APARTMENT INVESTMENT AND MANAGEMENT – K. Kompaniez -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT COMPANY, a District of Columbia corporation By: /S/ Ronald D. Monson ----------------------------------------- Ronald D. Monson President APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation By: /S/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President S-1 AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT { _____________ APARTMENT INVESTMENT AND MANAGEMENT – a Delaware limited partnership By: AIMCO-GP, INC., a Delaware corporation Its: General Partner By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation By: /s/ Peter K. Kompaniez -------------------------------- Peter K. Kompaniez President NHP MANAGEMENT COMPANY, a District of Columbia corporation By: /s/ _____________ dt 152433 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: BANK OF AMERICA, – COLLATERAL AGENCY AGREEMENT (this "AGREEMENT") is made as of May 30, 2003 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA"), in its capacity as collateral agent (and in such "BANK OF AMERICA" – is made as of May 30, 2003 by and among BANK OF AMERICA, N.A. ("BANK OF AMERICA" ), in its capacity as collateral agent (and in such capacity, together with its successors Bank of America – capacity or any Lenders or group of Lenders acting in such capacity, "COLLATERAL AGENT" hereunder), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in Bank of America – its successors in such capacity, "REVOLVER AGENT" hereunder) for the Revolver Lenders (as hereinafter defined), Bank of America in its capacity as administrative agent (and in such capacity, together with its successors in Bank of America, – are collectively referred to as "BORROWERS"), with reference to the following facts: A. Revolver Borrowers, Bank of America, as agent and as a lender, and the financial institutions party thereto, executed that dt 39842 ; LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Intercreditor and Collateral Agency Agreement [Amended and Restated]: LEHMAN COMMERCIAL PAPER – administrative agent (and in such capacity, together with its successors in such capacity, "TERM AGENT" hereunder) for the Term Lenders (as hereinafter defined), LEHMAN COMMERCIAL PAPER INC. ("LEHMAN"), in its capacity as administrative agent (and in such capacity, together with its successors in such capacity, "CASDEN AGENT" hereunder), for _____________ LEHMAN COMMERCIAL PAPER – AMERICA, N.A., AS COLLATERAL AGENT, AIMCO PROPERTIES, L.P., AIMCO/BETHESDA HOLDINGS, INC., NHP MANAGEMENT COMPANY, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND LEHMAN COMMERCIAL PAPER INC., AS AGENT FOR CASDEN LENDERS." 9. SUCCESSORS AND ASSIGNS. This Agreement will bind the parties hereto, the Lenders and their respective successors _____________ Lehman Commercial Paper – 1-22-03 600 Montgomery Street, 22nd Floor San Francisco, CA 94111 Attn: Frank Stumpf Fax: 415-913-3445 If to Casden Lenders: Lehman Commercial Paper Inc. 101 Hudson Street Jersey City, NJ 07302 Attn: Diane Albanese Fax: 201-524-2023 If to Collateral Agent: Bank of America N. _____________ LEHMAN COMMERCIAL PAPER – BANK OF AMERICA, N.A., as Revolver Agent By: /s/ Frank H. Stumpf ----------------------------------------- Frank H. Stumpf Vice President S-4 {Page} CASDEN AGENT: LEHMAN COMMERCIAL PAPER INC., as Casden Agent By: /s/ Francis Chang ----------------------------------------- Francis Chang Authorized Signatory S-5 {Page} TERM AGENT: BANK OF AMERICA, N.A., as _____________ dt 104675
$58	Full Doc	2003	Placement Agency Agreement Placement Agency Agreement (121K) Doc #163760: This document is immediately available for purchase, but does not have a preview available for viewing. 163760	EastGroup EastGroup Properties Inc. As referenced in this Placement Agency Agreement: EASTGROUP PROPERTIES, – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}5 {FILENAME}exhibit99.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} Exhibit 99 EASTGROUP PROPERTIES, INC. 847,458 Shares Common Stock ($.0001 Par Value) PLACEMENT AGENCY AGREEMENT November 13, 2003 A.G. Edwards & Sons, Inc. One North _____________ EastGroup Properties, – Par Value) PLACEMENT AGENCY AGREEMENT November 13, 2003 A.G. Edwards & Sons, Inc. One North Jefferson Avenue St. Louis, Missouri 63103 The undersigned, EastGroup Properties, Inc., a Maryland corporation (the "Company"), hereby addresses you ("you," or the "Placement Agent") and confirms its agreement with you as follows: _____________ EASTGROUP PROPERTIES, – in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Placement Agent. EASTGROUP PROPERTIES, INC. By: /s/ N. Keith McKey Title: Chief Financial Officer Accepted in St. Louis, Missouri as of the date first above written. _____________ EastGroup Properties, – documents pertaining to the offering of the securities covered by the Registration Statement. Page 34 {PAGE} SCHEDULE II SUBSIDIARIES 100% Owned Subsidiaries of EastGroup Properties, Inc.: EastGroup Properties General Partners, Inc. EastGroup Properties Holdings, Inc. Nash IND Corporation EastGroup TRS, Inc. Partnerships and LLC's with Partners _____________ EastGroup Properties – the offering of the securities covered by the Registration Statement. Page 34 {PAGE} SCHEDULE II SUBSIDIARIES 100% Owned Subsidiaries of EastGroup Properties, Inc.: EastGroup Properties General Partners, Inc. EastGroup Properties Holdings, Inc. Nash IND Corporation EastGroup TRS, Inc. Partnerships and LLC's with Partners and Members Indented: EastGroup _____________ dt 111744 ; EastGroup EastGroup Properties Inc. ( Real Estate Investment Trusts ) As referenced in this Placement Agency Agreement: EASTGROUP PROPERTIES, – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}5 {FILENAME}exhibit99.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} Exhibit 99 EASTGROUP PROPERTIES, INC. 847,458 Shares Common Stock ($.0001 Par Value) PLACEMENT AGENCY AGREEMENT November 13, 2003 A.G. Edwards & Sons, Inc. One North _____________ EastGroup Properties, – Par Value) PLACEMENT AGENCY AGREEMENT November 13, 2003 A.G. Edwards & Sons, Inc. One North Jefferson Avenue St. Louis, Missouri 63103 The undersigned, EastGroup Properties, Inc., a Maryland corporation (the "Company"), hereby addresses you ("you," or the "Placement Agent") and confirms its agreement with you as follows: _____________ EASTGROUP PROPERTIES, – in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Placement Agent. EASTGROUP PROPERTIES, INC. By: /s/ N. Keith McKey Title: Chief Financial Officer Accepted in St. Louis, Missouri as of the date first above written. _____________ EastGroup Properties, – documents pertaining to the offering of the securities covered by the Registration Statement. Page 34 {PAGE} SCHEDULE II SUBSIDIARIES 100% Owned Subsidiaries of EastGroup Properties, Inc.: EastGroup Properties General Partners, Inc. EastGroup Properties Holdings, Inc. Nash IND Corporation EastGroup TRS, Inc. Partnerships and LLC's with Partners _____________ EastGroup Properties – the offering of the securities covered by the Registration Statement. Page 34 {PAGE} SCHEDULE II SUBSIDIARIES 100% Owned Subsidiaries of EastGroup Properties, Inc.: EastGroup Properties General Partners, Inc. EastGroup Properties Holdings, Inc. Nash IND Corporation EastGroup TRS, Inc. Partnerships and LLC's with Partners and Members Indented: EastGroup _____________ dt 111744 ; EastGroup EastGroup Properties, LP As referenced in this Placement Agency Agreement: EastGroup Properties, LP – Properties General Partners, Inc. EastGroup Properties Holdings, Inc. Nash IND Corporation EastGroup TRS, Inc. Partnerships and LLC's with Partners and Members Indented: EastGroup Properties, LP 99% EastGroup Properties Holdings, Inc. 1% EastGroup Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% _____________ EastGroup Properties LP – LP 99% EastGroup Properties Holdings, Inc. 1% EastGroup Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% EastGroup Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup _____________ EastGroup Properties LP – Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% EastGroup Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP _____________ EastGroup Properties, LP – Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP 31% Capital interest EastGroup Properties, Inc. 20% JCB Limited EastGroup Southbay, LLC 100% EastGroup Properties, LP _____________ EastGroup Properties, LP – 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP 31% Capital interest EastGroup Properties, Inc. 20% JCB Limited EastGroup Southbay, LLC 100% EastGroup Properties, LP EastGroup Property Services, LLC 100% EastGroup _____________ dt 268271 ;	EastGroup EastGroup Properties, LP ( Real Estate ) As referenced in this Placement Agency Agreement: EastGroup Properties, LP – Properties General Partners, Inc. EastGroup Properties Holdings, Inc. Nash IND Corporation EastGroup TRS, Inc. Partnerships and LLC's with Partners and Members Indented: EastGroup Properties, LP 99% EastGroup Properties Holdings, Inc. 1% EastGroup Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% _____________ EastGroup Properties LP – LP 99% EastGroup Properties Holdings, Inc. 1% EastGroup Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% EastGroup Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup _____________ EastGroup Properties LP – Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% EastGroup Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP _____________ EastGroup Properties, LP – Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP 31% Capital interest EastGroup Properties, Inc. 20% JCB Limited EastGroup Southbay, LLC 100% EastGroup Properties, LP _____________ EastGroup Properties, LP – 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP 31% Capital interest EastGroup Properties, Inc. 20% JCB Limited EastGroup Southbay, LLC 100% EastGroup Properties, LP EastGroup Property Services, LLC 100% EastGroup _____________ dt 268271 ; EastGroup EastGroup Properties, LP ( Real Estate Investment Trusts ) As referenced in this Placement Agency Agreement: EastGroup Properties, LP – Properties General Partners, Inc. EastGroup Properties Holdings, Inc. Nash IND Corporation EastGroup TRS, Inc. Partnerships and LLC's with Partners and Members Indented: EastGroup Properties, LP 99% EastGroup Properties Holdings, Inc. 1% EastGroup Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% _____________ EastGroup Properties LP – LP 99% EastGroup Properties Holdings, Inc. 1% EastGroup Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% EastGroup Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup _____________ EastGroup Properties LP – Properties General Partners, Inc. M.O.R. XXXVI Associates Limited 99% EastGroup Properties, Inc. 1% EastGroup Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP _____________ EastGroup Properties, LP – Properties LP Sample I-95 Associates 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP 31% Capital interest EastGroup Properties, Inc. 20% JCB Limited EastGroup Southbay, LLC 100% EastGroup Properties, LP _____________ EastGroup Properties, LP – 99% EastGroup Properties LP 1% EastGroup Properties General Partners, Inc. University Business Center Associates 80% Profit interest EastGroup Properties, LP 49% Capital interest EastGroup Properties, LP 31% Capital interest EastGroup Properties, Inc. 20% JCB Limited EastGroup Southbay, LLC 100% EastGroup Properties, LP EastGroup Property Services, LLC 100% EastGroup _____________ dt 268271 ; A.G. Edwards A.G. Edwards & Sons, Inc. ( Investment Services ) As referenced in this Placement Agency Agreement: A.G. Edwards & Sons, – PLACEMENT AGENT AGREEMENT {TEXT} Exhibit 99 EASTGROUP PROPERTIES, INC. 847,458 Shares Common Stock ($.0001 Par Value) PLACEMENT AGENCY AGREEMENT November 13, 2003 A.G. Edwards & Sons, Inc. One North Jefferson Avenue St. Louis, Missouri 63103 The undersigned, EastGroup Properties, Inc., a Maryland corporation (the "Company"), hereby addresses you (" _____________ A.G. Edwards & Sons, – in the form of common stock (the "Common Stock") pursuant to that certain Engagement Letter, dated November 10, 2003, between the Company and A.G. Edwards & Sons, Inc. (the "Engagement Letter"). Pursuant to such engagement, the Company proposes to issue and sell to certain investors (the "Investors") shares (the " _____________ A.G. Edwards & Sons, – be in writing and, if sent to the Placement Agent, shall be mailed, delivered, sent by facsimile transmission, or telegraphed and confirmed, to A.G. Edwards & Sons, Inc. at One North Jefferson Avenue, St. Louis, Missouri 63103, Attention: Albert F. Bender, III, facsimile number (314) 955-6996, with a _____________ A.G. EDWARDS & SONS, – PROPERTIES, INC. By: /s/ N. Keith McKey Title: Chief Financial Officer Accepted in St. Louis, Missouri as of the date first above written. A.G. EDWARDS & SONS, INC. By: /s/ Fredrick Johnson Title: Director - Investment Banking Page 29 {PAGE} SCHEDULE I Pursuant to Section 5(f) of the Placement _____________ dt 117372
$42	Preview Full Doc	2001	Agency Agreement Agency Agreement (51K) Doc #256787: Click preview link for longer preview. AGENCY AGREEMENT Dated as of February 26, 2001 between SHURGARD STORAGE CENTERS, INC., as the Construction Agent and FIRST SECURITY BANK, NATIONAL ASSOCIATION, as Owner Trustee under the Storage Centers Trust 2001, as the Lessor -------------------------------------------------------------------------------- {PAGE} 2 TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I DEFINITIONS; RULES OF USAGE .......................................... 1 1.1 Definitions ..................................................... 1 1.2 Interpretation .................................................. 2 ARTICLE II APPOINTMENT OF THE CONSTRUCTION AGENT ............................... 2 2.1 Appointment ..................................................... 2 2.2 Acceptance and Undertaking ...................................... 4 2.3 Term ............................................................ 5 2.4 Scope of Authority .............................................. 5 2.5 Delegation of Duties ............................................ 6 2.6 Covenants of the Construction Agent ............................. 6 2.7 Construction Period Cure Option ................................. 7 ARTICLE III THE PROPERTIES ..................................................... 8 3.1 Construction .................................................... 8 3.2 Amendments; Modifications ....................................... 8 3.3 Abandonment or Permanent Discontinuance ......................... 9 ARTICLE IV PAYMENT OF FUNDS .................................................... 9 4.1 Right to Receive Construction Cost .............................. 9 ARTICLE V EVENTS OF DEFAULT .................................................... 10 5.1 Events of Default ............................................... 10 5.2 Damages ......................................................... 11 5.3 Remedies; Remedies Cumulative ................................... 11 ARTICLE VI THE LESSOR'S RIGHTS ................................................. 12 6.1 Exercise of the Lessor's Rights ................................. 12 6.2 The Lessor's Right to Cure the Construction Agent's Defaults .... 12 ARTICLE VII MISCELLANEOUS ...................................................... 13 7.1 Notices ......................................................... 13 7.2 Successors and Assigns .......................................... 13 7.3 GOVERNING LAW ................................................... 13 7.4 SUBMISSION TO JURISDICTION; VENUE; WAIVERS ...................... 13 7.5 Amendments and Waivers .......................................... 13 7.6 Counterparts .................................................... 13 7.7 Severability .................................................... 14 7.8 Headings and Table of Contents .................................. 14 7.9 WAIVER OF JURY TRIAL ............................................ 14 7.10 Incorporation of Lease Provisions ............................... 14 {/TABLE} i {PAGE} 3 AGENCY AGREEMENT THIS AGENCY AGREEMENT, dated as of February 26, 2001 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, the "Agreement"), between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association ("FSB"), as Owner Trustee under the Storage Centers Trust 2001 (the "Lessor") and SHURGARD STORAGE CENTERS, INC., a Washington corporation (the "Construction Agent"). PRELIMINARY STATEMENT A. The Lessor and the Construction Agent are parties to that certain Lease Agreement dated as of even date herewith (as amended, modified, extended, supplemented, restated and/or replaced from time to time, the "Lease"), pursuant to which the Construction Agent, as lessee (in such capacity, the "Lessee") has agreed to lease certain Land, Improvements and Equipment and/or to sublease a ground leasehold in certain Properties subject to one or more Ground Leases from the Lessor. B. In connection with the execution and delivery of the Participation Agreement, the Lease and the other Operative Agreements, and subject to the terms and conditions hereof, (i) the Lessor desires to appoint the Construction Agent as its sole and exclusive agent in connection with the identification and acquisition or ground lease of the Properties (provided, title to the Properties shall be held in the name of the Lessor, except that the interest of the Lessor in certain of the Properties shall be a ground leasehold interest pursuant to one or more Ground Leases, if requested by the Construction Agent) and the development, acquisition, installation, construction and testing of the Improvements and the Equipment in accordance with the Plans and Specifications and (ii) the Construction Agent desires, for the benefit of the Lessor, to identify and acquire or ground lease the Properties and to cause the development, acquisition, installation, construction and testing of the Improvements, the Equipment and the other components of the Properties in accordance with the Plans and Specifications and to undertake such other liabilities and obligations as are herein set forth. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS; RULES OF USAGE 1.1 DEFINITIONS. For purposes of this Agreement, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in Appendix A to that certain {PAGE} 4 Participation Agreement dated as of February 26, 2001 (as amended, modified, extended, supplemented, restated and/or replaced from time to time in accordance with the applicable provisions thereof, the "Participation Agreement") among the Construction Agent, the various parties thereto from time to time, as Guarantors, the Lessor, the various banks and lending institutions parties thereto from time to time, as Holders, the various banks and lending institutions parties thereto from time to time, as Lenders, and Bank of America, N.A., as the agent for the Lenders and respecting the Security Documents, as the agent for the Secured Parties. Unless otherwise indicated, references in this Agreement to articles, sections, paragraphs, clauses, appendices, schedules and exhibits are to the same contained in this Agreement. 1.2 INTERPRETATION. The rules of usage set forth in Appendix A to the Participation Agreement shall apply to this Agreement. ARTICLE II APPOINTMENT OF THE CONSTRUCTION AGENT 2.1 APPOINTMENT. Subject to the terms and conditions hereof, the Lessor hereby irrevocably designates and appoints the Construction Agent as its exclusive agent and as general contractor, and the Construction Agent accepts such appointment, in connection with the identification and acquisition from time to time of the Properties (provided, title to the Properties shall be held in the name of the Lessor, except that the interest of the Lessor in certain Properties shall be a ground leasehold interest pursuant to one or more Ground Leases if requested by the Construction Agent) and the development, acquisition, installation, construction and testing of the Improvements, the Equipment and the other components of the Properties in accordance with the Plans and Specifications on the Land, and pursuant to the terms of the Operative Agreements. Notwithstanding any provisions hereof or in any other Operative Agreement to the contrary, the Construction Agent acknowledges and agrees that the Lessor shall advance no more than the sum of the aggregate Available Commitments plus the aggregate Available Holder Commitments of the Holders in regard to the Properties. After the Construction Agent gains knowledge or a reasonable expectation that the aggregate of all amounts previously requested or thereafter to be requested as Advances with respect to any Property shall exceed the Construction Budget for such Property (each such circumstance, a "Cost Overrun") or that Completion for any Property shall not occur on or prior to the Construction Period Termination Date for such Property (each such circumstance, a "Construction Failure"), the Construction Agent shall promptly (and in any event within ten (10) Business Days of gaining such knowledge or expectation) notify the Agent in writing of the same. If at any time prior to the Construction Period Termination Date for any Property, (a)(i) the Lessor or the Agent shall have determined in its respective reasonable good faith judgment that a Cost Overrun or a Construction Failure shall occur with respect to such Property or (ii) 2 {PAGE} 5 received any notice from the Construction Agent as referenced in the preceding provisions of this paragraph, and (b) if the Construction Agent shall have failed to complete a Construction Period Cure for such Property within the Cure Period with respect to such Property in accordance with Section 2.7, then, in any such case, upon the lapse of the Cure Period (if any), the Lessor shall have the option (at the direction of the Agent, acting with consent of the Majority Secured Parties) to replace the Construction Agent with a new construction agent selected by the Lessor (at the direction of the Agent, acting with consent of the Majority Secured Parties) to finalize the Completion of the Properties. The cost and expense incurred to finalize the Completion of the Properties as referenced in the preceding sentence shall be the responsibility of the Construction Agent and shall be payable by the Construction Agent on demand; provided, in no event shall the obligations of the Construction Agent for such costs and expenses exceed the Maximum Amount; provided, further, amounts expended by the Lessor to finalize the Completion of the Properties as referenced in the preceding sentence shall be added to the Property Cost. Costs in excess of each Construction Budget previously delivered to the Agent for each Property shall not be the responsibility of the Construction Agent (unless the Construction Agent elects to incur such costs as out-of-pocket expenses) but instead shall be paid by the Lenders and the Holders to the extent, but only to the extent, that (after taking into account such excess costs and any other items of excess cost which are then known to the Construction Agent or are reasonable for the Construction Agent to expect) the conditions precedent set forth in Section 5.4 of the Participation Agreement are satisfied. Subject to the Lenders and the Holders not agreeing to continue making Advances in accordance with the provisions of the next paragraph and in the event from time to time the Construction Agent gains knowledge or a reasonable expectation, or the Lessor or the Agent shall have determined in its respective reasonable good faith judgment, that a Cost Overrun or a Construction Failure shall occur, and if the Construction Agent shall have failed to complete a Construction Period Cure with respect to such Property in accordance with Section 2.7, then the Construction Agent shall elect and comply (within ten (10) 256787	Shurgard Shurgard Storage Centers, Inc. ( Real Estate ) As referenced in this Agency Agreement: SHURGARD STORAGE CENTERS, – FILENAME}v70338ex10-28.txt {DESCRIPTION}EXHIBIT 10.28 {TEXT} {PAGE} 1 EXHIBIT 10.28 -------------------------------------------------------------------------------- AGENCY AGREEMENT Dated as of February 26, 2001 between SHURGARD STORAGE CENTERS, INC., as the Construction Agent and FIRST SECURITY BANK, NATIONAL ASSOCIATION, as Owner Trustee under the Storage Centers Trust 2001, as the _____________ SHURGARD STORAGE CENTERS, – between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association ("FSB"), as Owner Trustee under the Storage Centers Trust 2001 (the "Lessor") and SHURGARD STORAGE CENTERS, INC., a Washington corporation (the "Construction Agent"). PRELIMINARY STATEMENT A. The Lessor and the Construction Agent are parties to that certain Lease _____________ SHURGARD STORAGE CENTERS, – Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. SHURGARD STORAGE CENTERS, INC., as the Construction Agent By: /s/ Harrell Beck ------------------------------------- Name: Harrell Beck ----------------------------------- Title: Chief Financial Officer ---------------------------------- FIRST SECURITY BANK, NATIONAL ASSOCIATION, as _____________ dt 131244 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Agency Agreement: Bank of America, N.A. – parties thereto from time to time, as Holders, the various banks and lending institutions parties thereto from time to time, as Lenders, and Bank of America, N.A. , as the agent for the Lenders and respecting the Security Documents, as the agent for the Secured Parties. Unless otherwise indicated, references _____________ dt 124978 ;	First Security Bank, National Association
$46	Preview Full Doc	2002	Placement Agency Agreement Placement Agency Agreement (82K) Doc #259137: Click preview link for longer preview. UNITED DOMINION REALTY TRUST, INC. (a Virginia corporation) PLACEMENT AGENCY AGREEMENT March 14, 2002 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: United Dominion Realty Trust, Inc., a Virginia corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" or the "Placement Agent"), to act as placement agent for the Company, as set forth in this agreement (the "Agreement"), with respect to the issue and sale by the Company and the purchase by Cohen & Steers Capital Management, Inc., a Maryland corporation (the "Purchaser"), of 3,000,000 shares of common stock, $1.00 par value per share, of the Company ("Common Stock" or the "Securities"). In acting as the Placement Agent, Merrill Lynch will seek to place the Securities with the Purchaser on a reasonable best efforts basis, acting as the Company's agent and not as a principal in the placement of the Securities. Merrill Lynch may separately engage, at its own expense and with the prior approval of the Company, sub-agents as it may deem necessary or appropriate. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-92667) covering the registration of Common Stock, debt securities, and preferred stock (the "Shelf Securities") under the Securities Act of 1933, as amended (the "1933 Act"), including the related base prospectus. Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"), if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in any such prospectus or in any such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective, if applicable, (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each prospectus used before such registration statement became effective, and any prospectus that {PAGE} omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, as applicable, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus supplement dated March 14, 2002, together with the accompanying base prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Purchaser for use in connection with the offering is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. As used herein, the term "Subsidiary" means a corporation or a partnership a majority of the outstanding voting stock, partnership or membership interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company, including, without limitation, United Dominion Realty L.P., a Virginia limited partnership ("UDR Operating Partnership"), and Heritage Communities L.P., a Delaware limited partnership ("Heritage Operating Partnership" and, together with UDR Operating Partnership, the "Operating Partnerships"). Representations and Warranties. ------------------------------ Representations and Warranties by the Company and the Operating Partnerships. Each of the Company and the Operating Partnerships represents and warrants to the Placement Agent as of the date hereof, and as of the Closing Time referred to in Section 2(b) hereof, and agrees with the Placement Agent, as 259137	United Dominion United Dominion Realty Trust Inc. ( Real Estate ) As referenced in this Placement Agency Agreement: UNITED DOMINION REALTY TRUST, – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}dex101.txt {DESCRIPTION}PLACEMENT AGENCY AGREEMENT {TEXT} {PAGE} Exhibit 10.1 UNITED DOMINION REALTY TRUST, INC. (a Virginia corporation) PLACEMENT AGENCY AGREEMENT Dated: March 14, 2002 {PAGE} UNITED DOMINION REALTY TRUST, INC. (a Virginia corporation) PLACEMENT AGENCY _____________ UNITED DOMINION REALTY TRUST, – AGENCY AGREEMENT {TEXT} {PAGE} Exhibit 10.1 UNITED DOMINION REALTY TRUST, INC. (a Virginia corporation) PLACEMENT AGENCY AGREEMENT Dated: March 14, 2002 {PAGE} UNITED DOMINION REALTY TRUST, INC. (a Virginia corporation) PLACEMENT AGENCY AGREEMENT March 14, 2002 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World _____________ United Dominion Realty Trust, – Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: United Dominion Realty Trust, Inc., a Virginia corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" or _____________ UNITED DOMINION REALTY TRUST, – will become a binding agreement among the Placement Agent, the Company and the Operating Partnerships in accordance with its terms. Very truly yours, UNITED DOMINION REALTY TRUST, INC. By: /s/ Christopher D. Genry -------------------------------------- Name: Christopher D. Genry Title: Executive Vice President and Chief Financial Officer UNITED DOMINION REALTY L. _____________ United Dominion Realty Trust, – By: /s/ Christopher D. Genry -------------------------------------- Name: Christopher D. Genry Title: Executive Vice President and Chief Financial Officer UNITED DOMINION REALTY L.P. By: United Dominion Realty Trust, Inc., its General Partner By: /s/ Christopher D. Genry -------------------------------------- Name: Christopher D. Genry Title: Executive Vice President and Chief Financial Officer HERITAGE _____________ dt 133217 ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Placement Agency Agreement: Merrill Lynch & Co – corporation) PLACEMENT AGENCY AGREEMENT Dated: March 14, 2002 {PAGE} UNITED DOMINION REALTY TRUST, INC. (a Virginia corporation) PLACEMENT AGENCY AGREEMENT March 14, 2002 Merrill Lynch & Co . Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: United Dominion _____________ Merrill Lynch & Co – New York, New York 10281-1209 Ladies and Gentlemen: United Dominion Realty Trust, Inc., a Virginia corporation (the "Company"), confirms its agreement with Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" or the "Placement Agent"), to act as placement agent for the Company, as set _____________ MERRILL LYNCH & CO – Genry -------------------------------------- Name: Christopher D. Genry Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO . MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ John c. Brady -------------------------------------------------- Authorized Signatory 18 {/TEXT} {/DOCUMENT} _____________ dt 149684 ; MLBFS Merrill Lynch, Pierce, Fenner & Smith Inc. ( Financial ) As referenced in this Placement Agency Agreement: Merrill Lynch, Pierce, Fenner & Smith – AGREEMENT Dated: March 14, 2002 {PAGE} UNITED DOMINION REALTY TRUST, INC. (a Virginia corporation) PLACEMENT AGENCY AGREEMENT March 14, 2002 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: United Dominion Realty Trust, Inc., a Virginia _____________ Merrill Lynch, Pierce, Fenner & Smith – York 10281-1209 Ladies and Gentlemen: United Dominion Realty Trust, Inc., a Virginia corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" or the "Placement Agent"), to act as placement agent for the Company, as set forth in this agreement (the " _____________ MERRILL LYNCH, PIERCE, FENNER & SMITH – D. Genry Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ John c. Brady -------------------------------------------------- Authorized Signatory 18 {/TEXT} {/DOCUMENT} _____________ dt 140850 ;	Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Placement Agency Agreement: Hogan & Hartson – include any supplements thereto at Closing Time. 12 {PAGE} Opinion of Designated Placement Agent's Counsel. The Placement Agent shall have received from Hogan & Hartson L.L.P., counsel for the Placement Agent, such opinion or opinions, dated as of Closing Time and addressed to the Placement Agent, _____________ dt 138575 ; Hunton Hunton & Williams ( Legal ) As referenced in this Placement Agency Agreement: Hunton & Williams, – no proceedings for that purpose shall have been instituted or threatened. Opinion of Counsel for Company. The Company shall have requested and caused Hunton & Williams, counsel for the Company, to have furnished to the Placement Agent their opinion, dated as of Closing Time and addressed to the _____________ dt 139955
$55	Preview Full Doc	2002	Placement Agency Agreement Placement Agency Agreement (80K) Doc #259869: Click preview link for longer preview. VORNADO REALTY TRUST (a Maryland real estate investment trust) PLACEMENT AGENCY AGREEMENT Dated: February 25, 2002 {PAGE} VORNADO REALTY TRUST (a Maryland real estate investment trust) PLACEMENT AGENCY AGREEMENT February 25, 2002 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: Vornado Realty Trust, a Maryland real estate investment trust (the "Company"), and Vornado Realty L.P., a Delaware limited partnership (the "Operating Partnership"), each confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" or the "Placement Agent"), to act as placement agent for the Company with respect to the issue and sale by the Company to, and the purchase by, Cohen & Steers Quality Income Realty Fund, Inc., a Maryland corporation (the "Fund"), of 884,543 common shares of the Company (the "Common Shares" or the "Securities"). It is contemplated that the Securities will be issued by the Company to the Fund at a purchase price per share of $42.96, representing aggregate gross proceeds to the Company of $37,999,967.28. In acting as the Placement Agent, Merrill Lynch will seek to place the securities with the Fund on a best efforts basis, acting as the Company's agent and not as a principal in the placement of the Securities. Merrill Lynch may separately engage, at its own expense and with the prior approval of the Company, sub-agents as it may deem necessary or appropriate. The Company has filed with the Securities and Exchange Commission (the "Commission") one or more registration statements on Form S-3, including a prospectus relating to the Common Shares and other securities of the Company for the registration of such securities under the Securities Act of 1933, as amended (the "1933 Act"). Such registration statements have been declared effective by the Commission. A prospectus supplement reflecting the terms of the Common Shares, the terms of the offering thereof and the other matters set forth therein has been prepared or will be prepared and will be filed in accordance with the provisions of paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Such prospectus supplement, in the form first filed after the date hereof pursuant to Rule 424(b), is hereinafter called the "Prospectus Supplement." Such registration statements, as amended at the date hereof, including all documents incorporated or deemed to be incorporated by reference therein and the exhibits thereto, and schedules thereto, if any, are hereinafter called the "Registration Statement" and the base prospectus included therein and relating to all offerings of securities under the Registration Statement, as supplemented by the Prospectus Supplement, is hereinafter called the "Prospectus", except that if such base prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement is first filed 2 {PAGE} pursuant to Rule 424(b), the term "Prospectus" shall refer to the base prospectus as so amended or supplemented and as supplemented by the Prospectus Supplement, including the documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), that are incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement or the Prospectus or any amendment or supplement to either of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included," "stated," "described," "discussed" or "set forth" in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act, which is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used herein, the term "subsidiary" means a corporation, a partnership, or limited liability company, a majority of the outstanding voting stock, partnership or membership interests, as the case may be, of which is controlled, directly or indirectly, by the Company, the Operating Partnership, or by one or more other subsidiaries of the Company or the Operating Partnership. SECTION 1. Representations and Warranties. (a) Representations and Warranties by the Company. The Company represents and warrants to the Placement Agent as of the date hereof, and as of the Closing Time referred to in Section 2(b) hereof, and agrees with the Placement Agent, as follows: (i) Incorporated Documents. The documents incorporated by reference in the Registration Statement and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement and the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use in the Registration Statement or the Prospectus, in each case as amended or supplemented, relating to such Common Shares; 259869	Alexander's Alexander's Inc. ( Real Estate ) As referenced in this Placement Agency Agreement: Alexander's, Inc – statements and representations contained in certificates provided by the Company and Two Penn Plaza REIT, Inc., (ii) without independent investigation, upon statements and representations contained in a certificate provided by Alexander's, Inc ., (iii) without investigation, upon an opinion of Shearman & Sterling concerning the qualification of Alexander's as a REIT for federal income tax purposes and (iv) upon any other certificates _____________ dt 1424818 ; Vornado Realty Vornado Realty Trust ( Real Estate ) As referenced in this Placement Agency Agreement: VORNADO REALTY TRUST – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}4 {FILENAME}sc0049-02d.txt {DESCRIPTION}EXHIBIT 10.1: PLACEMENT AGENCY AGREEMENT {TEXT} VORNADO REALTY TRUST (a Maryland real estate investment trust) PLACEMENT AGENCY AGREEMENT Dated: February 25, 2002 {PAGE} VORNADO REALTY TRUST (a Maryland real estate investment _____________ VORNADO REALTY TRUST – 10.1: PLACEMENT AGENCY AGREEMENT {TEXT} VORNADO REALTY TRUST (a Maryland real estate investment trust) PLACEMENT AGENCY AGREEMENT Dated: February 25, 2002 {PAGE} VORNADO REALTY TRUST (a Maryland real estate investment trust) PLACEMENT AGENCY AGREEMENT February 25, 2002 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North _____________ Vornado Realty Trust, – Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: Vornado Realty Trust, a Maryland real estate investment trust (the "Company"), and Vornado Realty L.P., a Delaware limited partnership (the "Operating Partnership"), each confirms _____________ Vornado Realty Trust – issuances, if any, pursuant to this Agreement or pursuant to the terms of reservations, agreements or employee benefit plans, including, without limitation, the Vornado Realty Trust Omnibus Share Plan, dividend reinvestment plans and employee or director stock option plans, the redemption of units of the Operating Partnership or _____________ VORNADO REALTY TRUST – will become a binding agreement among the Placement Agent, the Company and the Operating Partnership in accordance with its terms. Very truly yours, VORNADO REALTY TRUST By: /s/ STEVEN ROTH ------------------------------------- Name: Steven Roth Title: Chief Executive Officer VORNADO REALTY L.P. By: Vornado Realty Trust, its General Partner _____________ dt 133837 ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Placement Agency Agreement: Merrill Lynch & Co – PLACEMENT AGENCY AGREEMENT Dated: February 25, 2002 {PAGE} VORNADO REALTY TRUST (a Maryland real estate investment trust) PLACEMENT AGENCY AGREEMENT February 25, 2002 Merrill Lynch & Co . Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: Vornado Realty _____________ Merrill Lynch & Co – real estate investment trust (the "Company"), and Vornado Realty L.P., a Delaware limited partnership (the "Operating Partnership"), each confirms its agreement with Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" or the "Placement Agent"), to act as placement agent for the Company with respect _____________ Merrill Lynch & Co – have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Placement Agent shall be directed to Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated at North Tower, 4 World Financial Center, New York, New York 10080, attention of Mark Landau; _____________ MERRILL LYNCH & CO – General Partner By: /s/ STEVEN ROTH ------------------------------------- Name: Steven Roth Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO . MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ MARK LANDAU ------------------------------------- Authorized Signatory {PAGE} EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL _____________ dt 149696 ;	MLBFS Merrill Lynch, Pierce, Fenner & Smith Inc. ( Financial ) As referenced in this Placement Agency Agreement: Merrill Lynch, Pierce, Fenner & Smith – Dated: February 25, 2002 {PAGE} VORNADO REALTY TRUST (a Maryland real estate investment trust) PLACEMENT AGENCY AGREEMENT February 25, 2002 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower 4 World Fina