Catellus Development Corp Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CATELLUS OPERATING LIMITED PARTNERSHIP
Limited Partnership 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.

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TO: Ted Antenucci FROM: Nelson C. Rising DATE: March 26, 2004 SUBJECT: Amended and Restated Memorandum of Understanding regarding Employment
Memorandum of Understanding • August 9th, 2004 • Catellus Development Corp • 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 MOU
Guaranty 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 AGREEMENT
Indemnification 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 AGREEMENT
Purchase 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.

TO: Vanessa L. Washington FROM: Nelson C. Rising DATE: March 26, 2004 SUBJECT: Amended and Restated Memorandum of Understanding regarding Employment
Memorandum of Understanding • August 9th, 2004 • Catellus Development Corp • 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 AGREEMENT
Restricted 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 AGREEMENT
Employment 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 EMPLOYMENT
Memorandum of Understanding Regarding Employment • August 12th, 2003 • Catellus Subco Inc • 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 AGREEMENT
Development 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 PARTNERSHIP
Limited Partnership Agreement • 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 AGREEMENT
Performance Unit Award 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 AGREEMENT
Employment 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 LLP
Deed of Trust, Assignment of Leases and Rents, Security 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 AGREEMENT
Restricted 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 CORPORATION
Merger Agreement • 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”).

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