EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • North Carolina
EMPLOYMENT AGREEMENT dated as of March 1, 2008 (the “Agreement”), by and between Marshall Erdman & Associates, Inc., a Wisconsin corporation (the “Company”) and wholly owned subsidiary of Cogdell Spencer LP, a Delaware Limited Partnership (the “Operating Partnership”) with its principal place of business at One Erdman Place, Madison, WI 53717-2171 and Scott A. Ransom, residing at the address set forth on the signature page hereof (the “Executive”).
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.
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. COGDELL SPENCER LP One Erdman Place Madison, Wisconsin 53717Cogdell Spencer Inc. • May 12th, 2008 • 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.
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...Agreement and Plan of Merger • 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”).
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COGDELL SPENCER LPCogdell Spencer Inc. • May 12th, 2008 • 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 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement 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
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”).
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 January 23, 2008 by and among the undersigned shareholders (each referred to herein as a “Shareholder” and collectively referred to herein as the “Shareholders”) of Cogdell Spencer Inc. (“CSI”) for the benefit of MEA Holdings, Inc. (the “Holding Company”) and the undersigned shareholders of the Holding Company (the “Holding Company Shareholders”).
GUARANTY AGREEMENTGuaranty Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of March 10, 2008, 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 “Administrative 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.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG COGDELL SPENCER INC. AND KEYBANC CAPITAL MARKETS INC. ON BEHALF OF CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO dated as of January 28, 2008Registration Rights Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2008, is made and entered into by and among Cogdell Spencer Inc., a Maryland corporation (the “Company”), and KeyBanc Capital Markets Inc. (“KeyBanc”), on behalf of the Persons (as hereinafter defined) listed on Schedule 1 hereto, as such Schedule 1 may be amended from time to time as provided herein (such Persons, in their capacity as Holders of Registrable Securities (as hereinafter defined). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereof.
ESCROW AGREEMENTEscrow Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • New York
THIS ESCROW AGREEMENT (this “Agreement”), dated as of March 10, 2008, by and among Cogdell Spencer LP (the “Parent”), David P. Pelisek (“Pelisek”), Scott A. Ransom (“Ransom”), David J. Lubar (“Lubar,” and together with Ransom and Pelisek, the “Seller Representative”) and Mellon Investor Services LLC, a New Jersey limited liability company, as the escrow agent (the “Escrow Agent”).
EXCHANGE AGENT AGREEMENT by and among Cogdell Spencer LP and the persons collectively referred to herein as the “Seller Representative” and Mellon Investor Services LLC in respect of the delivery of merger consideration to the stockholders of MEA...Exchange Agent Agreement • May 12th, 2008 • Cogdell Spencer Inc. • Real estate investment trusts • New York
THIS EXCHANGE AGENT AGREEMENT (this “Agreement”) is made and entered into as of March 10, 2008 by and between Cogdell Spencer LP., a Delaware limited partnership (the “Parent”), David P. Pelisek (“Pelisek”), Scott A. Ransom (“Ransom”), David J. Lubar (“Lubar,” and together with Ransom and Pelisek, the “Seller Representative”) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (“Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
Cogdell Spencer Inc. Cogdell Spencer LP 4401 Barclay Downs Drive Suite 300 Charlotte, North Carolina 28209-4670Cogdell Spencer Inc. • May 12th, 2008 • Real estate investment trusts • Delaware
Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 23, 2008, by and among Cogdell Spencer Inc., a Maryland corporation (the “Parent”), Cogdell Spencer LP, a Delaware limited partnership subsidiary of Parent (the “Operating Partnership”), Goldenboy Acquisition Corp., a Wisconsin corporation and a wholly-owned subsidiary of the Operating Partnership (“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, and David Pelisek, David Lubar and Scott Ransom, in their capacity as the Seller Representative. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
