OPTION AGREEMENT (this "Agreement"), dated as of October 28, 2001, between CABOT INDUSTRIAL TRUST, a Maryland business trust ("Cabot"), and CALWEST INDUSTRIAL PROPERTIES, LLC, a California limited liability company ("CalWest"). WHEREAS, Cabot, Cabot...Option Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts • Maryland
R E C I T A L S: - - - - - - - -Share Purchase Agreement • January 23rd, 1998 • Cabot Industrial Trust • Real estate • New York
Goldman Sachs Mortgage Company 85 Broad Street New York, New York 10004Loan Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of March 27, 1998Revolving Credit Agreement • April 7th, 1998 • Cabot Industrial Trust • Real estate • New York
EXHIBIT 1 RIGHTS AGREEMENTRights Agreement • September 16th, 1998 • Cabot Industrial Trust • Real estate • New York
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT AGREEMENT, made and entered into as of February __, 1998, between Cabot Industrial Trust, a Maryland real estate investment trust (the "Trust"), and ________________ ("Indemnitee"). WHEREAS, the Trust is a...Indemnification Agreement • January 23rd, 1998 • Cabot Industrial Trust • Real estate • Maryland
THIS SHAREHOLDER AGREEMENT (this "Agreement"), is entered into as of --------- _____________ __, 2001, by and among CALWEST INDUSTRIAL PROPERTIES, LLC, a California limited liability company ("CalWest"), ROOSTER ACQUISITION CORP., a ------- Maryland...Shareholder Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts • Maryland
RELATING TOContribution Agreement • January 23rd, 1998 • Cabot Industrial Trust • Real estate • Delaware
by and amongMerger Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts • Maryland
LETTER AGREEMENT October 28, 2001Letter Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts
EXHIBIT 10.16 REVOLVING CREDIT AGREEMENT dated as of October 24, 2000Revolving Credit Agreement • December 5th, 2000 • Cabot Industrial Trust • Real estate • New York
SECOND AMENDED AND RESTATEDLimited Partnership Agreement • January 23rd, 1998 • Cabot Industrial Trust • Real estate • Delaware
EXHIBIT 3.5 ----------- EXHIBIT A --------- AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPAgreement of Limited Partnership • November 26th, 1997 • Cabot Industrial Trust • Real estate • Delaware
EXHIBIT 1 --------- RIGHTS AGREEMENTRights Agreement • June 15th, 1998 • Cabot Industrial Trust • Real estate • New York
CABOT INDUSTRIAL PROPERTIES, L.P., Issuer AND CABOT INDUSTRIAL TRUST, Guarantor TO -------------------------------, Trustee INDENTUREIndenture • February 2nd, 1999 • Cabot Industrial Trust • Real estate • Massachusetts
ARTICLE ONESupplemental Indenture • March 29th, 2001 • Cabot Industrial Trust • Real estate • New York
EXHIBIT 10.2 FORM OF INDEMNIFICATION AGREEMENT AGREEMENT, made and entered into as of __________, 199_, between Cabot Industrial Trust, a Maryland real estate investment trust (the "Trust"), and _________ ("Indemnitee"). WHEREAS, the Trust is a...Indemnification Agreement • August 14th, 1998 • Cabot Industrial Trust • Real estate • Maryland
EXHIBIT 1 UNDERWRITING AGREEMENT CABOT INDUSTRIAL TRUST 7,500,000 Common Shares of Beneficial Interest (Par Value $.01 Per Share)Underwriting Agreement • January 23rd, 1998 • Cabot Industrial Trust • Real estate • New York
Exhibit 10.1 OPTION AGREEMENT (this "Agreement"), dated as of October 28, 2001, between CABOT INDUSTRIAL TRUST, a Maryland business trust ("Cabot"), and CALWEST INDUSTRIAL PROPERTIES, LLC, a California limited liability company ("CalWest"). WHEREAS,...Option Agreement • October 30th, 2001 • Cabot Industrial Trust • Real estate investment trusts • Maryland
EXHIBIT ARegistration Rights and Lock-Up Agreement • January 23rd, 1998 • Cabot Industrial Trust • Real estate • New York
Exhibit 10.9 Cabot Industrial Properties, L.P. Two Center Plaza, Suite 200 Boston, MA 02108-1906 September 10, 1998 Andrew D. Ebbott 7 Winthrop Street Winchester, MA 01890 Dear Mr. Ebbott: This letter reflects our agreement relative to your...Employment Agreement • March 19th, 1999 • Cabot Industrial Trust • Real estate
TOSecond Amended and Restated Agreement of Limited Partnership • December 5th, 2000 • Cabot Industrial Trust • Real estate • Delaware
THIS UNITHOLDER AGREEMENT (this "Agreement"), is entered into as of --------- October __, 2001, by and among CALWEST INDUSTRIAL PROPERTIES, LLC, a California limited liability company ("Calwest"), ROOSTER ACQUISITION CORP., a Maryland -------...Unitholder Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts • Delaware
EXHIBIT 10.7 Cabot Industrial Properties, L.P. Two Center Plaza, Suite 200 Boston, MA 02108-1906 February __, 1998 [Name and Address] Dear Mr. Franz Colloredo-Mansfeld: This letter reflects our agreement relative to your appointment as Chief Financial...Employment Agreement • January 23rd, 1998 • Cabot Industrial Trust • Real estate
Exhibit 8 JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D to which...Joint Filing Agreement • November 7th, 2001 • Cabot Industrial Trust • Real estate investment trusts
This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
Exhibit 4.3 [THE FOLLOWING FORM WAS USED IN CONNECTION WITH TEN CROSS- COLLATERALIZED LOANS SECURED BY DIFFERENT REAL ESTATE ASSETS, WHICH TOTALLED APPROXIMATELY $87.6 MILLION AND INVOLVED THE SAME PARTIES] FORM OF MORTGAGE, ASSIGNMENT OF LEASES AND...Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement • March 19th, 1999 • Cabot Industrial Trust • Real estate
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CABOT INDUSTRIAL PROPERTIES, L.P.Agreement of Limited Partnership • March 30th, 2000 • Cabot Industrial Trust • Real estate • Maryland
Exhibit 99.(A)(7) To: cc: Subject: Breaking News All Employees FROM: Chuck Leitner DATE: October 29, 2001 RE: Cabot Industrial Trust Acquisition Early this morning a major transaction was announced between RREEF, on behalf of CalWest, and Cabot...Merger Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts
This transaction has been a monumental task and has been in progress for several months with the extremely burdensome requirement of maintaining strict confidentiality every step of the way. Our success to date has been the result of a classic RREEF team effort involving Acquisitions, Capital Markets, Portfolio Management, Client Relations, Property Management (including nearly every district office), Research, Risk Management, Engineering, Finance, Accounting, IT, Communications, Human Capital and Legal. The continued effort of all of these departments will be required not only during the next several weeks to close this transaction but, over the next several months to assure a successful transition of this portfolio.
November 8, 2001 -Merger Agreement • November 21st, 2001 • Cabot Industrial Trust • Real estate investment trusts
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CABOT INDUSTRIAL PROPERTIES, L.P.Second Amended and Restated Agreement of Limited Partnership • March 30th, 2000 • Cabot Industrial Trust • Real estate • Maryland
Exhibit 99.(a)(12) November 8, 2001 Dear Limited Partner: As you are aware, on October 28, 2001, Cabot Industrial Trust (the "Company") entered into an agreement and plan of merger with CalWest Industrial Properties, LLC ("CalWest"), Rooster...Shareholder Agreement • November 21st, 2001 • Cabot Industrial Trust • Real estate investment trusts
Exhibit 99.(D)(1) RREEF America L.L.C. May 23, 2001 Page 1 CONFIDENTIALITY AND STANDSTILL AGREEMENT ----------------------------------------Confidentiality and Standstill Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts • Massachusetts
EXHIBIT (e)(14) FORM OF AMENDMENT TO LETTER OF EMPLOYMENT THIS AMENDMENT TO LETTER OF EMPLOYMENT ("Amendment") is made and entered into by and between ________________ ("Employee") and CABOT INDUSTRIAL PROPERTIES, L.P. ("Employer"). WHEREAS, Employee...Letter of Employment • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts • Massachusetts
Exhibit 99.(a)(13) November 8, 2001 Dear Limited Partner: As you are aware, on October 28, 2001, Cabot Industrial Trust (the "Company") entered into an agreement and plan of merger with CalWest Industrial Properties, LLC ("CalWest"), Rooster...Unitholder Agreement • November 21st, 2001 • Cabot Industrial Trust • Real estate investment trusts
Exhibit 99(a)(3) [LOGO] CABOT INDUSTRIAL November 5, 2001 Dear Fellow Shareholder: As you are probably aware, on October 28, 2001, Cabot Industrial Trust and Cabot Industrial Properties, L.P. entered into an agreement and plan of merger with CalWest...Merger Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts
As you are probably aware, on October 28, 2001, Cabot Industrial Trust and Cabot Industrial Properties, L.P. entered into an agreement and plan of merger with CalWest Industrial Properties, LLC and Rooster Acquisition Corp. providing for the acquisition of all of the outstanding common shares of beneficial interest of Cabot Industrial Trust (including the associated preferred share purchase rights).
