Catellus Development Corp Sample Contracts

EXHIBIT 99.1 PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 13th, 2001 • Catellus Development Corp • Operators of nonresidential buildings • Delaware
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RECITALS:
Loan Agreement • March 27th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • California
CATELLUS DEVELOPMENT CORPORATION -------------------------------- Second Amended and Restated Employment Agreement
Employment Agreement • March 30th, 2000 • Catellus Development Corp • Operators of nonresidential buildings • California
Exhibit 10.10 CATELLUS DEVELOPMENT CORPORATION Third Amended and Restated Employment Agreement
Employment Agreement • March 25th, 2002 • Catellus Development Corp • Operators of nonresidential buildings
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN CATELLUS DEVELOPMENT CORPORATION AND KATHLEEN SMALLEY DATED AS OF SEPTEMBER 16, 1997
Employment Agreement • March 31st, 1998 • Catellus Development Corp • Operators of nonresidential buildings • California
OFFICE LEASE BETWEEN
Office Lease • March 31st, 1997 • Catellus Development Corp • Operators of nonresidential buildings • California
LOGO] CATELLUS
Memorandum of Understanding • March 27th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • Washington
Between
Loan Agreement • March 27th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • California
RECITALS:
Loan Agreement • March 27th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • California
and
Rights Agreement • December 28th, 1999 • Catellus Development Corp • Operators of nonresidential buildings • Delaware
RECITALS:
Loan Agreement • March 27th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • California
RECITALS:
Loan Agreement • March 27th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • California
CATELLUS DEVELOPMENT CORPORATION 1995 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Employee)
Non-Qualified Stock Option Award Agreement • February 26th, 1996 • Catellus Development Corp • Operators of nonresidential buildings • California
among
Line of Credit Loan Agreement • March 31st, 1999 • Catellus Development Corp • Operators of nonresidential buildings • California
GUARANTY OF MOU
Guaranty of Mou • August 14th, 2003 • Catellus Development Corp • Operators of nonresidential buildings

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”).

LOGO] CATELLUS
Memorandum of Understanding • August 14th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • California

This Memorandum of Understanding (“Memorandum”) sets forth the terms of your employment with Catellus Commercial Development Corporation (the “Company”), a 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 and any stock option agreements you have with Catellus; provided, however, that the provisions of this Memorandum regarding vesting of stock options in the event of termination of your employment shall supersede such provisions of your stock option agreements.

CATELLUS DEVELOPMENT CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • October 1st, 2003 • Catellus Development Corp • Operators of nonresidential buildings • California

This Award Agreement (“Agreement”) is entered into as of [date] (the “Date of Grant”) between Catellus Development Corporation, a Delaware corporation (“Catellus”), and [name], an employee of Catellus or any of its subsidiaries (the “Executive”).

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FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING REGARDING EMPLOYMENT
Memorandum of Understanding • November 12th, 2003 • Catellus Development Corp • Operators of nonresidential buildings

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”).

FIFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 12th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • New York
CREDIT AGREEMENT $200,000,000 Revolving Credit Facility Dated as of September 15, 2003 among CATELLUS DEVELOPMENT CORPORATION and CATELLUS LAND AND DEVELOPMENT CORPORATION, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line...
Credit Agreement • November 12th, 2003 • Catellus Development Corp • Operators of nonresidential buildings • California

THIS GUARANTY (this “Guaranty”), dated as of , 20 , is made by Catellus SubCo, Inc., a Delaware corporation (the “Guarantor”), in favor of the Lenders party to the Credit Agreement referred to below, Fleet National Bank, as Syndication Agent, Bank One, NA, as Documentation Agent, Wells Fargo Bank, National Association, as Managing Agent, Union Bank of California, N.A., as Managing Agent (Syndication Agent, Documentation Agent, and Managing Agents, collectively, the “Other Agents”), and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), the letter of credit issuer (in such capacity, the “the L/C Issuer”), and the swing line lender (in such capacity, the “Swing Line Lender”).

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