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EXHIBIT 1.04
CRESCENT REAL ESTATE EQUITIES COMPANY
(a Texas real estate investment trust)
COMMON SHARES OF BENEFICIAL INTEREST
(Par Value $.01 Per Share)
INTERNATIONAL TERMS AGREEMENT
Dated: April 22, 1997
To: CRESCENT REAL ESTATE EQUITIES COMPANY
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention:
Ladies and Gentlemen:
We (the "International Underwriters") understand that Crescent
Real Estate Equities Company (the "Company") proposes to issue and sell its
Common Shares of Beneficial Interest, $.01 par value per share (the "Common
Shares") (such Common Shares being hereinafter referred to as the
"International Securities"). Subject to the terms and conditions set forth or
incorporated by reference herein, the International Underwriters named below
offer to purchase, severally and not jointly, the respective numbers of Initial
International Securities (as defined in the International Purchase Agreement
referred to below) set forth below opposite their respective names, and a
proportionate share of International Option Securities (as defined in the
International Purchase Agreement referred to below) to the extent any are
purchased, at the purchase price set forth below.
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Number of Shares of Initial
International Underwriter International Securities
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Xxxxxxx Xxxxx International 700,000
Bear, Xxxxxxx International Limited 700,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities 700,000
Corporation
Xxxxxx Xxxxxxx & Co. International Limited 700,000
PaineWebber International (UK) Ltd. 700,000
Xxxxx Xxxxxx Inc. 700,000
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Total $4,200,000
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The International Securities shall have the following terms:
Title of Securities: Common Shares of Beneficial Interest, par value $.01 per
share
Number of Shares: 4,200,000
Public offering price per share: $25.375
Purchase price per share: $24.165
Number of International Option Securities, if any, that may be purchased by the
International Underwriters: 630,000
Delayed Delivery Contracts: not authorized
Additional co-managers, if any: Bear, Xxxxxxx International Limited,
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Corporation, Xxxxxx Xxxxxxx & Co.
International Limited, PaineWebber
International (U.K.) Ltd. and Xxxxx
Xxxxxx Inc.
Closing date and location: April 28, 0000, Xxxxx & Xxxxxxx X.X.X., Xxxxxxxx
Square, 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx,
X.X. 00000-0000
All the provisions contained in the document attached as
Exhibit A hereto entitled "Crescent Real Estate Equities Company--Preferred
Shares of Beneficial Interest, Common Shares of Beneficial Interest, and Common
Share Warrants--International Purchase Agreement" are hereby incorporated by
reference in their entirety herein and shall be deemed to be a part of this
International Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Terms defined in such document are used herein as
therein defined.
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Please accept this offer no later than ten o'clock P.M. (New York City time) on
April 22, 1997 by signing a copy of this International Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
Managing Director
Acting on behalf of itself and the
other named International
Underwriters.
Accepted:
By: CRESCENT REAL ESTATE EQUITIES COMPANY
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
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