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EXHIBIT 1.01
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into by and
between Crescent Real Estate Equities Company ("REIT") and Citicorp Real
Estate, Inc. ("Designee") as of this 22nd day of September, 1997.
RECITALS
WHEREAS, Designee has elected to acquire the common shares of beneficial
interest, par value $.01 per share of REIT (the "REIT Shares") that are the
subject of, or were issued pursuant to, that certain Citicorp Stock Delivery
Agreement, dated as of August 3, 1997, by and between JMB/Houston Center
Partners Limited Partnership, an Illinois limited partnership, and REIT (the
"Citicorp Stock Delivery Agreement"); and
WHEREAS, REIT has the right under the Citicorp Stock Delivery Agreement
to require Designee to agree to certain restrictions on the transfer of any
REIT Shares that Designee so acquires.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by REIT and Designee, REIT and Designee hereby agree as follows:
1. LOCK-UP. Designee hereby agrees that, except as set forth in
paragraph 2 below, from the date hereof until September 22, 1998, Designee
shall not offer, pledge, sell, contract to sell, grant any options for the
sale of or otherwise transfer, distribute or dispose of, directly or
indirectly (a "Transfer"), any REIT Shares, and any attempt to make any such
Transfer in violation of this Agreement shall be null and void ab initio and
of no force or effect.
2. EXCEPTIONS TO LOCK-UP. Notwithstanding the provisions of paragraph
1, REIT agrees that Designee shall have the right prior to September 22, 1998,
to Transfer all or any portion of the REIT Shares in a transaction that is
exempt from registration, and not registered, under the Securities Act of
1933, as amended (the "Securities Act"), to each person who executes a lock-up
agreement and is bound by the terms thereof, such lock-up agreement to be in
the form of this Agreement except that paragraph 3 shall be excluded and
appropriate revisions shall be made to the recitals.
3. NO RELIANCE. Designee acknowledges that it has made its own
independent analysis of an investment in REIT and it is not relying on
statements or representations made by JMB. Upon Designee's receipt of the
REIT Shares, Designee releases JMB from any and all liability under the
Citicorp Stock Delivery Agreement.
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JMB is a third party beneficiary of this Agreement solely with respect to the
immediately preceding sentence of this paragraph 3.
4. Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns.
5. Multiple Counterparts. This Agreement may be executed in several
counterparts, each of which will be deemed an original, and all of which will
constitute but one and the same instrument.
6. Controlling Law. This Agreement will be construed under,
governed by and enforced in accordance with the laws of the State of Texas.
7. No Rule of Construction. The parties hereto have each been
represented by counsel in the negotiations and preparation of this Agreement;
therefore, this Agreement will be deemed to be drafted by all parties, and no
rule of construction will be invoked respecting the authorship of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
REIT:
CRESCENT REAL ESTATE EQUITIES
COMPANY, a Texas real estate investment
trust
By:
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Name:
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Title:
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DESIGNEE:
CITICORP REAL ESTATE, INC., a
DELAWARE CORPORATION
By:
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Name:
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Title:
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