Cogdell Spencer Inc. Common Stock UNDERWRITING AGREEMENT May 13, 2010 Citigroup Global Markets Inc. KeyBanc Capital Markets Inc.Underwriting Agreement • May 19th, 2010 • Cogdell Spencer Inc. • Real estate investment trusts • New York
Citigroup Global Markets Inc. KeyBanc Capital Markets Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street, 32nd Floor New York, NY 10013
CREDIT AGREEMENT Dated as of November 1, 2005 among COGDELL SPENCER LP, as Borrower, COGDELL SPENCER INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CITICORP NORTH AMERICA, INC., as Syndication...Credit Agreement • November 7th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”) is entered into as of November 1, 2005, among COGDELL SPENCER LP, a Delaware limited partnership (“Borrower”), COGDELL SPENCER INC., a Maryland corporation (“CSI”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CREDIT AGREEMENT Dated March 10, 2008 among COGDELL SPENCER LP, as Borrower, COGDELL SPENCER INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent,...Credit Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into effective as of March 10, 2008, among COGDELL SPENCER LP, a Delaware limited partnership (“Borrower”), COGDELL SPENCER INC., a Maryland corporation (“CSI”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • North Carolina
EMPLOYMENT AGREEMENT dated December 1, 2008 which is effective as of October 1, 2008, by and among Cogdell Spencer Inc., a Maryland corporation (the “REIT”), Cogdell Spencer LP, a Delaware Limited Partnership (the “Operating Partnership”) each with its principal place of business at 4401 Barclay Downs Drive, Suite 300, Charlotte, North Carolina 28209-4670, and Charles M. Handy, residing at the address set forth on the signature page hereof (the “Executive”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG COGDELL SPENCER INC. AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO dated as of March 10, 2008Registration Rights Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2008, is made and entered into by and among Cogdell Spencer Inc., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as holders of Registrable Securities, the “Holders” and each the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereto.
Cogdell Spencer Inc. Common Stock UNDERWRITING AGREEMENT dated March 19, 2007 Banc of America Securities LLCUnderwriting Agreement • March 22nd, 2007 • Cogdell Spencer Inc. • Real estate investment trusts • New York
BANC OF AMERICA SECURITIES LLC As Representative of the several Underwriters, c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, NY 10019 Ladies and Gentlemen:
FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COGDELL SPENCER LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR...Limited Partnership Agreement • October 24th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COGDELL SPENCER LP, dated as of October [_], 2005 is entered into by and among Cogdell Spencer Business Trust I, a Maryland business trust (the “General Partner”), and the limited partners listed on Exhibit A hereto (each a “Limited Partner”).
Cogdell Spencer Inc. Common Stock UNDERWRITING AGREEMENT May 27, 2009 Citigroup Global Markets Inc. KeyBanc Capital Markets Inc.Underwriting Agreement • June 2nd, 2009 • Cogdell Spencer Inc. • Real estate investment trusts • New York
Citigroup Global Markets Inc. KeyBanc Capital Markets Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street, 32nd Floor New York, NY 10013
ASSIGNMENT AGREEMENT (PUT AGREEMENT)Assignment Agreement • October 25th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • North Carolina
THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is made as of the 11th day of August, 2005 by and among C & S Donor, LLC, a North Carolina limited liability company, James W. Cogdell and Frank C. Spencer (collectively, “Assignors” and, individually, an “Assignor”) and Cogdell Spencer Inc., a Maryland corporation (“Assignee”).
AGREEMENT AND PLAN OF MERGER Dated as of August 9, 2005 by and between COGDELL SPENCER INC., CS MERGER SUB LLC AND COGDELL SPENCER ADVISORS, INC.Merger Agreement • October 25th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of August 9, 2005, by and between COGDELL SPENCER INC., a Maryland corporation (“CSI”), CS MERGER SUB LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CSI (the “Merger Sub”) and COGDELL SPENCER ADVISORS, INC., a North Carolina corporation (“CSA”).
FORM OF TAX PROTECTION AGREEMENTTax Protection Agreement • October 11th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of ___, 2005 by and among Cogdell Spencer, Inc., a Maryland corporation (the “REIT”), Cogdell Spencer LP a Delaware limited partnership (the “Partnership”), and each of the persons set forth on Schedule 2.1(a) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).
COGDELL SPENCER INC. OPTION AWARD AGREEMENTOption Award Agreement • October 25th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware
WHEREAS, the Company maintains the Cogdell Spencer Inc. 2005 Long Term Incentive Compensation Plan (as amended from time to time, the “Plan”) (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);
Cogdell Spencer Inc. Common Stock UNDERWRITING AGREEMENT dated , 2005 Banc of America Securities LLC Citigroup Global Markets Inc.Underwriting Agreement • October 26th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • New York
BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. As Representatives of the several Underwriters, c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, NY 10019
COGDELL SPENCER, INC. COGDELL SPENCER LP One Erdman Place Madison, Wisconsin 53717Contribution Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts
Reference is made to the contribution agreements (collectively, the “Contribution Agreements”) entered into by each of the persons set forth on Annex A attached hereto (the “Contributors”) on the one hand and Cogdell Spencer, Inc. and Cogdell Spencer LP on the other. Unless otherwise defined in this letter agreement, capitalized terms have the same meaning herein as in the Contribution Agreements.
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVERCredit Agreement • November 14th, 2006 • Cogdell Spencer Inc. • Real estate investment trusts
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER (this “Amendment Agreement”) is made and entered into as of August 23, 2006 by and among COGDELL SPENCER LP, a Delaware limited partnership (“Borrower”), COGDELL SPENCER INC., a Maryland corporation (“CSI”), EACH SUBSIDIARY OF THE BORROWER PARTY TO THE GUARANTY (together with CSI, collectively, the “Guarantors” and individually, each a “Guarantor”), EACH LENDER SIGNATORY HERETO (collectively, the “Lenders” and individually, each a “Lender”), and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 30th, 2012 • Cogdell Spencer Inc. • Real estate investment trusts
This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of January 31, 2012 (this “Amendment”), is made by and among COGDELL SPENCER LP, a Delaware limited partnership (the “Borrower”), COGDELL SPENCER INC., a Maryland corporation (“CSI”), EACH LENDER PARTY HERETO, EACH OF THE UNDERSIGNED GUARANTORS and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG COGDELL SPENCER INC., COGDELL SPENCER LP, GOLDENBOY ACQUISITION CORP., MEA HOLDINGS, INC., MARSHALL ERDMAN & ASSOCIATES, INC. MARSHALL ERDMAN DEVELOPMENT, LLC AND the persons collectively referred to herein as...Merger Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • Wisconsin
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 23rd day of January, 2008 by and among Cogdell Spencer Inc., Cogdell Spencer LP, a Delaware limited partnership (the “Parent”), Goldenboy Acquisition Corp., a Wisconsin corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”), MEA Holdings, Inc., a Wisconsin corporation (the “Holding Company”), Marshall Erdman & Associates, Inc., a Wisconsin corporation (“MEA”) and Marshall Erdman Development, LLC, a Wisconsin limited liability company (“MED,” and together with the Holding Company and MEA, the “Merging Companies,” and each individually a “Merging Company”) and David Pelisek, David Lubar and Scott Ransom, in their capacity as the Seller Representative. MEA and MED shall each individually be referred to as an “Operating Company” and collectively as the “Operating Companies.” Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Ar
VOTING AGREEMENTVoting Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • Wisconsin
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of January, 2008 by and among the undersigned shareholders (each referred to herein as a “Shareholder” and collectively referred to herein as the “Shareholders”) of MEA Holdings, Inc. (the “Holding Company”) for the benefit of Cogdell Spencer LP, a Delaware Limited Partnership (“Parent”), and Goldenboy Acquisition Corp., a Wisconsin Corporation (“Merger Sub”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2010 • Cogdell Spencer Inc. • Real estate investment trusts • North Carolina
EMPLOYMENT AGREEMENT (the “Agreement”) dated September 20, 2010 (the “Effective Date”) between Cogdell Spencer Inc., a Maryland corporation (the “Company”), with its principal place of business at 4401 Barclay Downs Drive, Suite 300, Charlotte, North Carolina 28209-4670, and Raymond William Braun, residing at the address set forth on the signature page hereof (the “Executive”).
Cogdell Spencer Inc. $40,000,000 Common Stock ($0.01 par value) Equity Distribution AgreementEquity Distribution Agreement • August 18th, 2010 • Cogdell Spencer Inc. • Real estate investment trusts • New York
Citigroup Global Markets Inc. KeyBanc Capital Markets Inc. c/o Citigroup Global Markets Inc. 388 Greenwich Street, 32nd Floor New York, NY 10013
AGREEMENT AND PLAN OF MERGER Dated as of August 9, 2005 by and between COGDELL SPENCER INC., CS MERGER SUB LLC AND COGDELL SPENCER ADVISORS, INC.Merger Agreement • October 11th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of August 9, 2005, by and between COGDELL SPENCER INC., a Maryland corporation (“CSI”), CS MERGER SUB LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CSI (the “Merger Sub”) and COGDELL SPENCER ADVISORS, INC., a North Carolina corporation (“CSA”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 15th, 2006 • Cogdell Spencer Inc. • Real estate investment trusts • Illinois
Landlord: [Hanover Lasalle Medical Office, L.L.C, a Delaware limited liability company/ Verdugo Lasalle Medical Office, L.L.C, a Delaware limited liability company]
AMENDED AND RESTATED CREDIT AGREEMENT Dated March 1, 2011 among COGDELL SPENCER LP, as Borrower, COGDELL SPENCER INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, KEYBANK NATIONAL ASSOCIATION, as...Credit Agreement • March 7th, 2011 • Cogdell Spencer Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into effective as of March 1, 2011, among COGDELL SPENCER LP, a Delaware limited partnership (“Borrower”), COGDELL SPENCER INC., a Maryland corporation (“CSI”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
COGDELL SPENCER INC. 2010 LONG TERM INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 24th, 2010 • Cogdell Spencer Inc. • Real estate investment trusts • North Carolina
AGREEMENT by and between Cogdell Spencer Inc., a Maryland corporation (the “Company”) and Raymond William Braun (the “Grantee”), effective as of the 24th day of September, 2010 (the “Grant Date”).
COGDELL SPENCER INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT (the “Agreement”) made and entered into this ___day of ___, 2005, by and between Cogdell Spencer Inc., a Maryland corporation (the “Company”), and ___(the “Indemnitee”).
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • March 16th, 2011 • Cogdell Spencer Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of March 1, 2011, among EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor” and collectively the “Guarantors”) and BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Agent”) for each of the Benefited Parties. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (defined below).
STATE OF NORTH CAROLINA ) SEPARATION AGREEMENT ) AND RELEASE COUNTY OF MECKLENBURG )Separation Agreement • July 14th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • North Carolina
THIS AGREEMENT is made this 8 day of July, 2008, by and between Cogdell Spencer Inc. and Cogdell Spencer LP (collectively the “Company”), with their principal office in Charlotte, North Carolina, on the one hand, and Heidi Wilson (formerly Heidi Barringer), a resident of Charlotte, North Carolina (the “Executive”) on the other.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COGDELL SPENCER LPLimited Partnership Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware
This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COGDELL SPENCER LP is made and entered as of March 10, 2008 (this “Amendment”), by Cogdell Spencer Business Trust I, a Maryland business trust (the “General Partner”).
AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVERCredit Agreement • March 30th, 2012 • Cogdell Spencer Inc. • Real estate investment trusts
This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER dated as of March 27, 2012 (this “Amendment”), is made by and among COGDELL SPENCER LP, a Delaware limited partnership (the “Borrower”), COGDELL SPENCER INC., a Maryland corporation (“CSI”), EACH LENDER PARTY HERETO, EACH OF THE UNDERSIGNED GUARANTORS and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”).
PURCHASE AND SALE AGREEMENT by and between LHRET INDIANAPOLIS, LLC a Delaware limited liability company and COGDELL SPENCER LP, a Delaware limited partnership Property Name: Methodist Professional Center Location: 1801 North Senate Boulevard...Purchase and Sale Agreement • May 15th, 2006 • Cogdell Spencer Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made to be effective as of December 13, 2005, by and between LHRET INDIANAPOLIS, LLC, a Delaware limited liability company (“Seller”), and COGDELL SPENCER LP, a Delaware limited partnership (“Buyer”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2011 • Cogdell Spencer Inc. • Real estate investment trusts
AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) entered into the 31st day of December, 2010, by and between Cogdell Spencer Inc., a Maryland corporation (the “Company”), with its principal place of business as 4401 Barclay Downs Drive, Suite 300, Charlotte, North Carolina 28209-4670, and James W. Cogdell, residing at the address set forth on the signature page (the “Executive”).
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • Wisconsin
THIS AMENDMENT, dated as of March 10, 2008 (the “Amendment”), to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 23, 2008 by and among Cogdell Spencer Inc., a Delaware corporation (“CSI”), Cogdell Spencer LP, a Delaware limited partnership (the “Parent”), Goldenboy Acquisition Corp., a Wisconsin corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”), MEA Holdings, Inc., a Wisconsin corporation (the “Holding Company”), Marshall Erdman & Associates, Inc., a Wisconsin corporation (“MEA”) and Marshall Erdman Development, LLC, a Wisconsin limited liability company (“MED,” and together with the Holding Company and MEA, the “Merging Companies,” and each individually a “Merging Company”) and David Pelisek, David Lubar and Scott Ransom, in their capacity as the Seller Representative, is entered into by and among CSI, Parent, Merger Sub, the Merging Companies and the Seller Representative. Capitalized terms used but not otherwise defined in this Amen
SUBSCRIPTION AGREEMENTSubscription Agreement • September 24th, 2010 • Cogdell Spencer Inc. • Real estate investment trusts • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into, effective as of September 20, 2010, between Cogdell Spencer Inc., a Maryland corporation (the “Company”), and Raymond William Braun, residing at the address set forth on the signature page hereof (the “Subscriber”).
Intercreditor Agreement dated as of March 10, 2008 between Bank of America, N.A., in its capacity as the Company Facility Agent and KeyBank National Association, in its capacity as GAC Facility AgentIntercreditor Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • New York
This Intercreditor Agreement dated as of March 10, 2008 (this “Agreement”), is entered into between Bank of America, N.A., in its capacity as the Company Facility Agent (as defined below) and KeyBank National Association, in its capacity as GAC Facility Agent (as defined below).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • Maryland
DIRECTOR DESIGNATION AGREEMENT, dated as of March 10, 2008 (this “Agreement”), by and among Lubar Capital, LLC (“Investor”), and Cogdell Spencer Inc. (the “Company”).
