TO: Ted Antenucci FROM: Nelson C. Rising DATE: March 26, 2004 SUBJECT: Amended and Restated Memorandum of Understanding regarding EmploymentCatellus Development Corp • August 9th, 2004 • Real estate investment trusts • California
This Amended and Restated Memorandum of Understanding (“Memorandum”) sets forth the terms of your employment with Catellus Commercial Development Corporation (“CCDC” or the “Company”), a subsidiary of Catellus Operating Limited Partnership (the “Operating Partnership”) and an indirect subsidiary of Catellus Development Corporation (“Catellus”). This Memorandum supersedes, in their entirety, all previous agreements and understandings concerning your employment except the Indemnity Agreement referenced in Section 8 below (or any future Indemnity Agreement) and any stock option, restricted stock, restricted stock unit, performance unit, or other award agreements you have with the Company, Catellus or any of their affiliates, provided, however, that the provisions of this Memorandum regarding vesting of stock options, restricted stock, restricted stock units, performance units or other equity awards in the event of termination of your employment shall supersede such provisions of your awar
GUARANTY OF MOUGuaranty of Mou • August 12th, 2003 • Catellus Subco Inc • Real estate investment trusts
THIS GUARANTY OF MOU (“Guaranty”) is made as of the 22nd day of August, 2002 by CATELLUS DEVELOPMENT CORPORATION (“Guarantor”) in favor of TED ANTENUCCI, an individual residing in the State of Colorado (“Officer”) in connection with that certain Memorandum of Understanding of substantially even date herewith (the “MOU”) pursuant to which Officer is employed by a wholly-owned subsidiary of Guarantor (“Subsidiary”).
INDEMNITY AGREEMENTIndemnity Agreement • March 12th, 2004 • Catellus Development Corp • Real estate investment trusts • Delaware
This Indemnity Agreement (“Agreement”) is made as of , , by and between Catellus Development Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”), a director of the Company.
PURCHASE AGREEMENTPurchase Agreement • March 4th, 2005 • Catellus Development Corp • Real estate investment trusts • California
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of November, 2004, by and among CATELLUS LAND AND DEVELOPMENT CORPORATION, a Delaware corporation (“CLDC”), CATELLUS OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (“COLP”), CATELLUS RESIDENTIAL GROUP, INC., a California corporation (“CRG”), CATELLUS FINANCE COMPANY, LLC, a Delaware limited liability company (“CFC”), and MISSION BAY S26(a), LLC, a Delaware limited liability company (“MB-S26(a)”), as parties of the first part (individually, a “Seller”, and collectively, the “Sellers”), and FOCIL HOLDINGS, LLC, a Delaware limited liability company (“FOCIL Holdings” and together with any permitted designee pursuant to Section 10.13, “Buyer”). Reference to the “Applicable Seller” or “Applicable Sellers” with respect to a particular Project Asset shall mean the Seller or Sellers that own such Project Asset.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CATELLUS OPERATING LIMITED PARTNERSHIPAnd Restated Agreement • March 12th, 2004 • Catellus Development Corp • Real estate investment trusts • Delaware
year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible.
AMENDED AND RESTATED LOAN AGREEMENT by and among CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company, LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle National Bank, as trustee for the registered Holders of Prudential Mortgage Capital...Loan Agreement • May 6th, 2004 • Catellus Development Corp • Real estate investment trusts • New York
TO: Vanessa L. Washington FROM: Nelson C. Rising DATE: March 26, 2004 SUBJECT: Amended and Restated Memorandum of Understanding regarding EmploymentCatellus Development Corp • August 9th, 2004 • Real estate investment trusts • California
This Amended and Restated Memorandum of Understanding (“Memorandum”) sets forth the terms of your employment with Catellus Commercial Development Corporation (“CCDC” or the “Company”), a subsidiary of Catellus Operating Limited Partnership (the “Operating Partnership”) and an indirect subsidiary of Catellus Development Corporation (“Catellus”). This Memorandum supersedes, in their entirety, all previous agreements and understandings concerning your employment except the Indemnity Agreement referenced in Section 8 below (or any future Indemnity Agreement) and any stock option, restricted stock, restricted stock unit, performance unit or other award agreements you have with the Company, Catellus or any of their affiliates; provided, however, that the provisions of this Memorandum regarding vesting of stock options, restricted stock, restricted stock units, performance units or other equity awards in the event of termination of your employment shall supersede such provisions of your award
CATELLUS DEVELOPMENT CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 4th, 2005 • Catellus Development Corp • Real estate investment trusts
This Restricted Stock Award Agreement (this “Agreement”) is entered into as of the Award Date set forth above by and between the employee named above (the “Participant”) and Catellus Development Corporation (“Catellus”) under the Catellus Development Corporation 2003 Performance Award Plan (such plan, as amended from time to time, shall be referred to herein as the “2003 Plan”).
AMENDMENT NUMBER 1 TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2004 • Catellus Development Corp • Real estate investment trusts
THIS AMENDMENT NUMBER 1 TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of January 1, 2004, except as otherwise noted, by and among Nelson C. Rising (the “Executive”) and Catellus Development Corporation, a Delaware corporation (“Catellus”), Catellus Operating Limited Partnership, a Delaware limited partnership (“Operating Partnership”), which is the successor to Catellus Development Corporation, a Delaware Corporation merged into Operating Partnership on December 1, 2003 (“Former Catellus”) and Catellus Commercial Development Corporation, a Delaware corporation (“CCDC”);
FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING REGARDING EMPLOYMENTCatellus Subco Inc • August 12th, 2003 • Real estate investment trusts
This First Amendment to Memorandum of Understanding regarding Employment is entered into as of July 31, 2003, by and between Catellus Development Corporation, a Delaware corporation (the “Company”), and Timothy J. Beaudin (the “Executive”).
LOAN AGREEMENT Alameda (Bayport)Loan Agreement • March 4th, 2005 • Catellus Development Corp • Real estate investment trusts • California
THIS LOAN AGREEMENT (this “Agreement”) is made as of November 22, 2004, by and between FOCIL-BP, LLC, a Delaware limited liability company (“Borrower”), and CATELLUS FINANCE COMPANY, LLC, a Delaware limited liability company (“Lender”), with respect to the following:
DEVELOPMENT AGREEMENTDevelopment Agreement • March 4th, 2005 • Catellus Development Corp • Real estate investment trusts • California
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 Delaware corporation (“CUCI”), and CATELLUS COMMERCIAL DEVELOPMENT CORPORATION, a Delaware corporation (“CCDC”) (CUCI and CCDC are referred to herein, collectively, as “Development Manager”).
CATELLUS OPERATING LIMITED PARTNERSHIP AGREEMENT OF LIMITED PARTNERSHIPAgreement of Limited Partnership • June 17th, 2003 • Catellus Subco Inc • Real estate investment trusts • Delaware
This Agreement of Limited Partnership (this “Agreement”) is made as of April 10, 2003 by and between Catellus SubCo, Inc., a Delaware corporation (the “Company”), and Catellus REIT, LLC, a Delaware limited liability company (“Catellus LLC”), as partners (the “Partners”) of Catellus Operating Limited Partnership (the “Partnership”). The Company shall be the General Partner of the Partnership and Catellus LLC shall be the Limited Partner of the Partnership.
CATELLUS DEVELOPMENT CORPORATION LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENTAward Agreement • March 4th, 2005 • Catellus Development Corp • Real estate investment trusts • California
This Performance Unit Award Agreement (this “Agreement”) is entered into as of the first day of the Performance Period set forth above by and between the executive named above (the “Participant”) and Catellus Development Corporation (“Catellus”) under the Catellus Development Corporation 2003 Performance Award Plan (the “2003 Plan”) and the terms and conditions for a long-term incentive plan originally approved by the Catellus Compensation and Benefits Committee on March 26, 2004 (the “LTIP”).
AMENDMENT NUMBER 2 TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2005 • Catellus Development Corp • Real estate investment trusts
THIS AMENDMENT NUMBER 2 TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of December 1, 2004, by and among Nelson C. Rising (the “Executive”) and Catellus Development Corporation, a Delaware corporation (“Catellus”), Catellus Operating Limited Partnership, a Delaware limited partnership (“Operating Partnership”), and Catellus Commercial Development Corporation, a Delaware corporation (“CCDC”);
RECORDING REQUESTED BY AND UPON RECORDING RETURN TO: Susan Reid, Esq. Preston Gates & Ellis LLPLoan Agreement • November 8th, 2004 • Catellus Development Corp • Real estate investment trusts
LOAN AGREEMENT (CF Capital Loan)Loan Agreement • March 4th, 2005 • Catellus Development Corp • Real estate investment trusts • California
THIS LOAN AGREEMENT (this “Agreement”) is made as of November 22, 2004, by and among FOCIL-MB, LLC, a Delaware limited liability company (“Mission Bay Borrower”), FOCIL-WB, LLC, a Delaware limited liability company (“West Bluffs Borrower”), FOCIL-SFD, LLC, a Delaware limited liability company (“Santa Fe Depot Borrower”) (individually, a “Borrower” and collectively, “Borrowers”), and CF CAPITAL LLC, a Delaware limited liability company (“Lender”), with respect to the following:
FIRST AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 4th, 2005 • Catellus Development Corp • Real estate investment trusts
WHEREAS, (the “Participant”) and Catellus Development Corporation (“Catellus”) have entered into that certain Restricted Stock Unit Award Agreement dated as of March 3, 2005 (the “Agreement”);
AGREEMENT AND PLAN OF MERGER Dated as of June 5, 2005 by and among PROLOGIS, PALMTREE ACQUISITION CORPORATION and CATELLUS DEVELOPMENT CORPORATIONAgreement and Plan of Merger • June 8th, 2005 • Catellus Development Corp • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 5, 2005, is by and among PROLOGIS, a Maryland real estate investment trust (“ProLogis”), PALMTREE ACQUISITION CORPORATION, a Delaware corporation (“Merger Sub”), and CATELLUS DEVELOPMENT CORPORATION, a Delaware corporation (“Catellus”).
