MERUELO MADDUX PROPERTIES, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2007 • Meruelo Maddux Properties, Inc. • Real estate • New York
Meruelo Maddux Properties, Inc., a Delaware corporation (the “Company”), and Meruelo Maddux Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. (“FBR”), UBS Securities LLC (“UBS”) are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company of shares (the “Initial Shares”) of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters on Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Compa
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MERUELO MADDUX PROPERTIES, L.P. (a Delaware limited partnership)Limited Partnership Agreement • November 16th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MERUELO MADDUX PROPERTIES, L.P., dated as of [ ], is entered into by and among Meruelo Maddux Properties, Inc., a Delaware corporation (the “General Partner”), and the limited partners that are parties hereto from time to time as shown on Exhibit A (as in effect from time to time).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 9th, 2007 • Meruelo Maddux Properties, Inc. • Real estate • California
This Executive Employment Agreement (“Agreement”) is made effective as of ______________, 2007 (“Effective Date”), by and among Meruelo Maddux Properties, Inc., a Delaware corporation (“Company”), Meruelo Maddux Properties, L.P. (“Partnership”) and John Charles Maddux (“Executive”) to reaffirm and amend the terms and conditions of employment.
CONTRIBUTION AGREEMENT BY AND AMONG RICHARD MERUELO, AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T DATED SEPTEMBER 15, 1989 MERCO GROUP – ROOSEVELT BUILDING, LLC SUNSTONE BELLA VISTA, LLC MERUELO MADDUX PROPERTIES, L.P. AND MERUELO MADDUX...Contribution Agreement • February 9th, 2007 • Meruelo Maddux Properties, Inc. • Real estate • California
This Contribution and Assumption Agreement is in respect of the real property described in Attachment 1 attached hereto.
MERGER AGREEMENT BY AND AMONG RICHARD MERUELO, AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T DATED SEPTEMBER 15, 1989 SANTA FE & WASHINGTON MARKET, INC. SANTA FE & WASHINGTON MARKET, LLC AND MERUELO MADDUX PROPERTIES, INC. DATED AS OF SEPTEMBER...Merger Agreement • November 3rd, 2006 • Meruelo Maddux Properties, Inc. • Real estate • California
THIS MERGER AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of September 19, 2006, by and among MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), RICHARD MERUELO, AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T DATED SEPTEMBER 15, 1989 (“Meruelo Trust”), SANTA FE & WASHINGTON MARKET, INC., a California corporation (“S Corp,” together with Meruelo Trust, the “Meruelo Entities”) and SANTA FE & WASHINGTON MARKET, LLC, a Delaware limited liability company (the “LLC;” the Company, Meruelo Trust, S Corp and LLC are referred to individually as a “Party” and collectively as the “Parties”).
FIRST AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTSLoan Agreement • August 4th, 2008 • Meruelo Maddux Properties, Inc. • Real estate • California
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTS (this “Amendment”) made as of the 10th day of July, 2008, by and among RICHARD MERUELO AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T DATED SEPTEMBER 15, 1989, a trust established under the laws of the State of California (the “Trust”), MERCO GROUP-ROOSEVELT BUILDING, LLC, a California limited liability company (“Merco”; Merco and Trust are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”), RICHARD MERUELO, a resident of the State of Florida (“Richard Meruelo”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Banks (the “Agent”).
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEUnconditional Guaranty of Payment and Performance • August 4th, 2008 • Meruelo Maddux Properties, Inc. • Real estate
FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned 333 SOUTH ALAMEDA CORPORATION, a Florida corporation (“Guarantor”), the receipt and sufficiency whereof are hereby acknowledged by Guarantor, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Bank which may now be or hereafter become a party to the “Loan Agreement” (as hereinafter defined), and shall also include any such individual Bank acting as agent for all of the Banks), to extend credit or otherwise provide financial accommodations to RICHARD MERUELO AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T dated September 18, 1989 and MERCO GROUP – ROOSEVELT BUILDING, LLC, a California limited liability company (hereinafter referred to collectively as “Borrowers”), which extension of credit and provision of
LONG TERM INCENTIVE PLAN UNIT AGREEMENT Under the Meruelo Maddux Properties, Inc. (Officers and Employees)Long Term Incentive Plan Unit Agreement • December 18th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • Delaware
Pursuant to the Meruelo Maddux Properties, Inc. 2007 Equity Incentive Plan (the “Plan”) as amended through the date hereof and the Agreement of Limited Partnership, to be dated as of the Closing Date (as defined below) (the “Partnership Agreement”), of Meruelo Maddux Properties, L.P., a Delaware limited partnership (the “Partnership”), Meruelo Maddux Properties, Inc., a Delaware corporation and the general partner of the Partnership (the “Company”), for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, a Partnership Interest (as defined in the Partnership Agreement, as amended) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and
MERUELO MADDUX PROPERTIES, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 18th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of , 2007, is entered into between MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the Meruelo Maddux Properties, Inc. 2007 Equity Incentive Plan (the “Plan”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MERUELO MADDUX PROPERTIES, INC., THE STOCKHOLDERS AND THE LTIP UNIT HOLDERS DATED AS OF NOVEMBER [ ], 2006Registration Rights Agreement • November 16th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • California
THIS REGISTRATION RIGHTS AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November [__], 2006, by and among MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), holders of the Company’s common stock, par value $0.01 per share (the “Common Stock”) whose names are set forth on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”) and holders of Long-Term Incentive Plan units (“LTIP Units”) in Meruelo Maddux Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), whose names are set forth on the signature pages hereto (each a “LTIP Unit Holder” and collectively, the “LTIP Unit Holders”).
MERUELO MADDUX PROPERTIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • Delaware
This Indemnification Agreement (this “Agreement”), dated as of , 2006, is made by and between Meruelo Maddux Properties, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
PROMISSORY NOTEPromissory Note • August 4th, 2008 • Meruelo Maddux Properties, Inc. • Real estate • California
FOR VALUE RECEIVED, the undersigned, MERUELO MADDUX—845 S. FLOWER STREET, LLC, a Delaware limited liability company (“Borrower”), having an address at 761 Terminal Street, Building 1, Second Floor, Los Angeles, California 90021, promises to pay, as hereinafter provided, to the order of CANPARTNERS REALTY HOLDING COMPANY IV LLC, a Delaware limited liability company (“Lender”), having an address c/o Canyon Capital Realty Advisors, LLC, 2000 Avenue of the Stars, 11th Floor, Los Angeles, California 90067, without set-off, counterclaim or deduction, the sum of Eighty-Four Million Dollars ($84,000,000.00) (the “Stated Principal Amount”), or so much thereof as shall have been advanced by Lender, together with interest on the Outstanding Principal Balance (as hereinafter defined) at the rate(s) hereinafter provided. The proceeds of the loan evidenced by this Note shall be disbursed by Lender in two (2) separate Tranches (as defined below) pursuant to the Loan Agreement (as defined below).
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 3rd, 2006 • Meruelo Maddux Properties, Inc. • Real estate • California
This Non-Competition Agreement (this “Agreement”) is dated as of [ ], 2006, by and between MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), and [RICHARD MERUELO/JOHN CHARLES MADDUX] (“Contributor”).
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • January 3rd, 2007 • Meruelo Maddux Properties, Inc. • Real estate • California
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of September 19, 2006 (although executed on December , 2006), by and among MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), MERUELO MADDUX PROPERTIES, L.P., a Delaware limited partnership (the “Operating Partnership”), RICHARD MERUELO, AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T DATED SEPTEMBER 15, 1989 (“Meruelo Trust”), MERCO GROUP – ROOSEVELT BUILDING, LLC, a California limited liability company (“Merco”) and SUNSTONE BELLA VISTA, LLC, a Delaware limited liability company (“Sunstone;” Meruelo Trust, Merco and Sunstone are referred to individually as a “Contributor” and collectively as the “Contributors”) and amends that certain the CONTRIBUTION AGREEMENT by and among the Company, the Operating Partnership and the Contributors dated as of September 19, 2006 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meanings
LOAN AGREEMENT Dated as of July 31, 2008 among MERUELO MADDUX – 845 S. FLOWER STREET, LLC, a Delaware limited liability company, as Borrower and CANPARTNERS REALTY HOLDING COMPANY IV LLC, a Delaware limited liability company, as Lender $84,000,000.00...Loan Agreement • August 4th, 2008 • Meruelo Maddux Properties, Inc. • Real estate • California
This LOAN AGREEMENT is made as of this 31st day of July, 2008, by and between MERUELO MADDUX – 845 S. FLOWER STREET, LLC, a Delaware limited liability company (“Borrower”), and CANPARTNERS REALTY HOLDING COMPANY IV LLC, a Delaware limited liability company (together with its successors and assigns, and the holder, from time to time, of the Note (as defined below), the “Lender”), with respect to the following matters:
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • January 3rd, 2007 • Meruelo Maddux Properties, Inc. • Real estate • California
This FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of September 19, 2006 (although executed on December , 2006), by and among MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), RICHARD MERUELO, AS TRUSTEE OF THE RICHARD MERUELO LIVING TRUST U/D/T DATED SEPTEMBER 15, 1989 (“Meruelo Trust”), ALAMEDA PRODUCE MARKET, INC., a California corporation (“S Corp”) and ALAMEDA PRODUCE MARKET, LLC, a Delaware limited liability company (“LLC”) and amends that certain the MERGER AGREEMENT by and among the Company, Meruelo Trust, S Corp and LLC dated as of September 19, 2006 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 1st, 2009 • Meruelo Maddux Properties, Inc. • Real estate
THIS JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of September, 2009, by and among Taylor International Fund, Ltd. and Stephen S. Taylor.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2008 • Meruelo Maddux Properties, Inc. • Real estate • California
This Executive Employment Agreement (“Agreement”) is made effective as of May 23, 2008 (“Effective Date”), by and among Meruelo Maddux Properties, Inc., a Delaware corporation (“Company”), Meruelo Maddux Properties, L.P. ( “Partnership”) and Andrew Grant Murray (“Executive”) to affirm the terms and conditions of employment.
