1 EXHIBIT 10.2 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Option Agreement") is made and entered into on and as of the 17th day of December, 1998, but effective for all purposes at the "Effective Date" (defined below) between TARRAGON...Stock Option Agreement • January 13th, 1999 • Tarragon Realty Investors Inc • Real estate • Texas
APPENDIX B AGREEMENT AND PLAN OF MERGER OFAgreement and Plan of Merger • August 19th, 1997 • Tarragon Realty Investors Inc • Real estate • Nevada
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into on and as of the 17th day of December, 1998, but effective for all purposes at the "Effective Date" (defined below) between TARRAGON REALTY...Employment Agreement • January 13th, 1999 • Tarragon Realty Investors Inc • Real estate • Texas
EXHIBIT 10.1 LIMITED LIABILITY COMPANY AGREEMENTRegistration Rights Agreement • March 30th, 2000 • Tarragon Realty Investors Inc • Real estate • Delaware
1 EXHIBIT 10.5 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Option Agreement") is made and entered into on and as of the 17th day of December, 1998, but effective for all purposes at the "Effective Date" (defined below) between TARRAGON...Stock Option Agreement • January 13th, 1999 • Tarragon Realty Investors Inc • Real estate • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2005 • Tarragon Corp • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2004, by and between TARRAGON CORPORATION, a Nevada corporation (the “Company”) and LAZARD FRÈRES & CO. LLC (the “Initial Purchaser”).
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into effective as of the 7th day of February, 2000 by and between TARRAGON REALTY INVESTORS, INC., a Nevada corporation ("TRII") and ROBERT C. ROHDIE, an...Employment Agreement • March 30th, 2000 • Tarragon Realty Investors Inc • Real estate • Texas
andTarragon Realty Investors Inc • April 25th, 2003 • Real estate investment trusts • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2005 • Tarragon Corp • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2004, by and between TARRAGON CORPORATION, a Nevada corporation (the “Company”) and LAZARD FRÈRES & CO. LLC (the “Initial Purchaser”).
ContractTarragon Corp • April 2nd, 2008 • Real estate investment trusts • New York
The indebtedness evidenced by this instrument is subordinated to the prior payment in full of the Senior Indebtedness as defined in, and to the extent provided in, the Agreement dated as of March 27, 2008, among Taberna Capital Management, LLC, Beachwold Partners, L.P., Mr. Robert Rothenberg and Tarragon Corporation.
WARRANT TO PURCHASE SHARES OF COMMON STOCK TARRAGON CORPORATIONTarragon Corp • April 2nd, 2008 • Real estate investment trusts • Nevada
This Warrant certifies that, for value received, Robert P. Rothenberg, or its registered assigns (the “Holder”), is entitled to purchase, at any time or from time to time after the date hereof (the “Exercise Date”), at the purchase price of $2.35 per share (the “Exercise Price”), up to an aggregate of 971,336 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Tarragon Corporation, a Nevada corporation (the “Company”). The number of shares purchasable upon exercise of this Warrant will be subject to adjustment as provided herein. The shares of Common Stock issuable upon exercise of this Warrant are referred to herein as the “Warrant Shares.” This Warrant is delivered pursuant to and contemporaneously with the Note and Warrant Purchase Agreement, dated as of the date hereof, by and between the Company and the Holder.
Restricted Stock AgreementRestricted Stock Agreement • March 10th, 2006 • Tarragon Corp • Real estate investment trusts • Nevada
This Restricted Stock Agreement (this “Agreement”) is entered into effective as of the day of , 2006 (the “Issue Date”), between Tarragon Corporation, a Nevada corporation (the “Company”), and , an individual (the “Grantee”).
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (Ballantrae, Reflection Lakes, Monterra at Bonita Springs, Ybor City, Via Lugano and Madison at Park West)Membership Interest Purchase and Sale Agreement • March 28th, 2008 • Tarragon Corp • Real estate investment trusts • New York
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 28th day of December, 2007 by and between BALLANTRAE MANAGER INC., a Nevada corporation (“BMI”), REFLECTION LAKES MANAGER, INC. a Nevada corporation (“RLM”), MONTERRA TARRAGON, INC., a Nevada corporation (“MTI”), MADISON TARRAGON MANAGER, INC., a Nevada corporation (“MTM”), TARRAGON SOUTH DEVELOPMENT CORPORATION, a Nevada corporation (“TSD”), and TARRAGON CORPORATION, a Nevada corporation (“Tarragon”; Tarragon, together with BMI, RLM, MTI, MTM and TSD shall collectively be referred to herein as “Seller”) whose address is 423 West 55th Street, 12th Floor, New York, New York 10019, and NORTHLAND FUND II, L.P., a Delaware limited partnership (“Purchaser”) whose address is 2150 Washington Street, Newton, MA 02462.
Restricted Stock AgreementRestricted Stock Agreement • January 17th, 2006 • Tarragon Corp • Real estate investment trusts • Nevada
This Restricted Stock Agreement(this “Agreement”) is entered into effective as of the ___day of ___, 2006 (the “Issue Date”), between Tarragon Corporation, a Nevada corporation (the “Company”), and ___, an individual (the “Grantee”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 10th, 2005 • Tarragon Corp • Real estate investment trusts • Texas
This INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of the ___ day of ___, 20___(the “Date of Grant”), between TARRAGON CORPORATION, a Nevada corporation (the “Company”), and ___, an individual (the “Optionee”).
FIRST AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTSLoan Agreement • November 13th, 2006 • Tarragon Corp • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS (this “Amendment”) is made and entered into as of June 30, 2006, by and among each of the entities that is a signatory hereto identified under the caption “BORROWERS” on the signature pages hereof (individually, a “Borrower” and, collectively, the “Borrowers”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” hereunder after the date hereof (individually, a “Lender” and, collectively, the “Lenders”); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).
OPTION AGREEMENTOption Agreement • April 2nd, 2008 • Tarragon Corp • Real estate investment trusts • New York
THIS OPTION AGREEMENT (this “Agreement”) is made as of the 27th day of March, 2008, by and among Taberna Capital Management, LLC, as collateral manager, for and on behalf of the CDOs (as defined below) (“Taberna”), Beachwold Partners, L.P., a Texas limited partnership and Robert Rothenberg (collectively and individually, “Beachwold”), and Tarragon Corporation, a Nevada corporation (“Tarragon”). William S. Friedman (“Mr. Friedman”), Lucy Friedman (“Mrs. Friedman”), each individually and jointly as husband and wife (including as tenants by the entireties) (“Mr. Friedman” and “Mrs. Friedman,” and collectively the “Friedmans”) have signed to indicate their agreement to be bound by the obligations of Beachwold under the provisions of Articles 2, 3 and 5 of this Agreement and to make certain representations, warranties and covenants to and for the benefit of Taberna.
AGREEMENTAgreement • April 2nd, 2008 • Tarragon Corp • Real estate investment trusts • New York
THIS AGREEMENT (this “Agreement”) is made as of the 27th day of March, 2008, by and among Taberna Capital Management, LLC, as collateral manager for and on behalf of the CDOs (as defined below) (“Senior Lender”), the holders of the Securities (as defined below), Beachwold Partners, L.P., a Texas limited partnership, and Robert Rothenberg (collectively and individually, “Junior Lender”) and Tarragon Corporation, a Nevada corporation (“Borrower”). William Friedman and Lucy Friedman, Affiliates (as defined below) of Junior Lender (the “Insiders”), have signed to indicate their agreement to be bound by the obligations of Junior Lender under the provisions of Articles 2, 3 and 4 of this Agreement and to make certain representations, warranties and covenants to and for the benefit of Senior Lender.
STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • November 10th, 2005 • Tarragon Corp • Real estate investment trusts • Texas
This STOCK APPRECIATION RIGHTS AGREEMENT (“Agreement”) is entered into effective as of the ___ day of ___, 20___(the “Date of Grant”), between TARRAGON CORPORATION, a Nevada corporation (the “Company”), and ___, an individual (the “Grantee”).
PURCHASE AND SALE AGREEMENT (Deerwood Village; Villa Tuscany; Midway Mills; and Vista Grande)Purchase and Sale Agreement • March 28th, 2008 • Tarragon Corp • Real estate investment trusts • Florida
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 7th day of November, 2007 by and among: TAMPA PALMS TARRAGON, LLC (“Tampa Palms”), a Florida limited liability company; OCALA TARRAGON, LLC (“Ocala”), a Florida limited liability company; LAKE SHERWOOD PARTNERS, LLC (“Lake Sherwood”), a Florida limited liability company; and MIDWAY MILLS PARTNERS, L.P., a Texas limited partnership (“Midway”: together with Tampa Palms, Ocala and Lake Sherwood, collectively, “Seller”) whose address is 423 West 55th Street, 12th Floor, New York, New York 10019, and BREOF INVESTORS LLC, a Delaware limited liability company (together with its permitted successors, assigns or designees, the “Purchaser”) whose address is Three World Financial Center, 200 Vesey Street, 11th Floor, New York, NY 10281-1021.
DIRECTOR STOCK OPTION AGREEMENTDirector Stock Option Agreement • January 9th, 2006 • Tarragon Corp • Real estate investment trusts • Nevada
This DIRECTOR STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of the ___day of ___, 200___(the “Date of Grant”), between TARRAGON CORPORATION, a Nevada corporation (the “Company”), and ___, an individual (the “Optionee”).
SETTLEMENT AGREEMENTSettlement Agreement • March 28th, 2008 • Tarragon Corp • Real estate investment trusts • Pennsylvania
This Settlement Agreement (the “Agreement”) is entered into as of January 24, 2008, by and among Tarragon Corporation, having an address of 423 West 55th St., 12th Floor, New York, NY 10019 (“Tarragon” or, the “Company”) and PNC Equity Securities, LLC having an address of One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 (“PNC”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2008 • Tarragon Corp • Real estate investment trusts
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of February 12, 2008 (the “Effective Date”) between Tarragon Corporation, a Nevada corporation (the “Company”), and «Name» (“Executive”).
RESTRUCTURING SUPPORT AND FORBEARANCE AGREEMENT BY AND AMONG TABERNA CAPITAL MANAGEMENT LLC, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SUCCESSOR TO JP MORGAN CHASE BANK, NATIONAL ASSOCIATION, AS TRUSTEE, HOLDERS OF THE AFFILIATE DEBT, AND...Confidential Treatment • November 4th, 2008 • Tarragon Corp • Real estate investment trusts • New York
This Restructuring Support and Forbearance Agreement (this “Agreement”) dated as of October 30, 2008, is entered into by and among TABERNA CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“Taberna”), as collateral manager for the benefit of TABERNA PREFERRED FUNDING II, LTD., TABERNA PREFERRED FUNDING III, LTD., TABERNA PREFERRED FUNDING IV, LTD., TABERNA PREFERRED FUNDING V, LTD. AND TABERNA PREFERRED FUNDING VI, LTD. (collectively, the “Taberna Debt Holders”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (“BNY”), as successor to JP Morgan Chase Bank, National Association, as Trustee under those certain subordinated unsecured notes issued pursuant to the subordinated indentures between Tarragon Corporation and BNY dated as of June 15, 2005, September 12, 2005, and March 1, 2006 (as amended, extended, supplemented, increased, consolidated, renewed or otherwise modified or replaced from time to time), ROBERT ROTHENBERG and BEACHWOLD PARTNERS, L.P., a Texa
AGREEMENT TO CONTRIBUTE AMONG NORTHLAND PORTFOLIO L.P., a Delaware limited partnership, NORTHLAND FUND L.P., a Delaware limited partnership NORTHLAND FUND II, L.P., a Delaware limited partnership NORTHLAND FUND III, L.P., a Delaware limited...Agreement to Contribute • April 2nd, 2008 • Tarragon Corp • Real estate investment trusts • New York
This AGREEMENT TO CONTRIBUTE (this “Agreement”) is entered into as of this 31st day of March, 2008, by and among NORTHLAND PORTFOLIO L.P., a Delaware limited partnership (“Northland Portfolio”), NORTHLAND FUND L.P., a Delaware limited partnership (“Northland Fund I”), NORTHLAND FUND II, L.P., a Delaware limited partnership (“Northland Fund II”), NORTHLAND FUND III, L.P., a Delaware limited partnership (“Northland Fund III”), NORTHLAND INVESTMENT CORPORATION, a Massachusetts corporation (“NIC”), NORTHLAND AUSTIN INVESTORS LLC, a Delaware limited liability company (“Northland Austin”), AUSTIN INVESTORS L.P., a Delaware limited partnership (“Austin Investors”), DRAKE INVESTORS L.P., a Delaware limited partnership (“Drake”), TATSTONE INVESTORS L.P., a Delaware limited partnership company (“Tatstone” and together with Northland Portfolio, Northland Fund I, Northland Fund II, Northland Fund III, NIC, Northland Austin, Austin Investors and Drake, collectively, “Northland”), TARRAGON CORPORATI
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF ANSONIA APARTMENTS, L.P.Limited Partnership Agreement • December 6th, 2005 • Tarragon Corp • Real estate investment trusts
THIS SECOND AMENDMENT (“Amendment”) amends the Limited Partnership Agreement of Ansonia Apartments, L.P. (the “Partnership”) dated November 25, 1997 (the “Partnership Agreement”) between Tarragon Development Company LLC (“Tarragon”), a Delaware limited liability company, successor by merger to PB Acquisition Corp., a Nevada corporation (“PB”), as general partner, and Ansonia, LLC, a New York limited liability company (“ALLC”), and Richard S. Frary, individually, as limited partners, effective as of November 30, 2005.
MORTGAGE CONSOLIDATION AND SPREADER AGREEMENTConsolidation and Spreader Agreement • November 9th, 2006 • Tarragon Corp • Real estate investment trusts • Florida
THIS MORTGAGE CONSOLIDATION AND SPREADER AGREEMENT (this “Agreement”) is made as of October 10, 2006 by and between TARRAGON LUGANO LLC, a Delaware limited liability company, BALLANTRAE TARRAGON LLC, a Florida limited liability company, REFLECTION LAKES TARRAGON, LLC, a Florida limited liability company, OMNI MONTERRA LLC, a Florida limited liability company, YBOR CITY TARRAGON, LLC, a Delaware limited liability company, and MADISON AT PARK WEST TARRAGON, LLC, a South Carolina limited liability company (each a “Borrower” and collectively the “Borrowers”), having an address c/o 423 West 55th Street, 12th Fl., New York, New York 10019, and BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation (“Lender”), whose address is 200 Park Avenue, New York, New York 10166.
BEACHWOLD PARTNERS, L.P. 423 West 55th Street, 12th Floor New York, NY 10019 November 7, 2007Letter Agreement • December 24th, 2007 • Tarragon Corp • Real estate investment trusts • New York
Borrower and Lender agree that the “Maturity Date” specified in Paragraph 2 of the Agreement is hereby extended to January 2, 2009.
ROBERT P. ROTHENBERG ANSONIA LLC 1775 BROADWAY NEW YORK, NY 10019Tarragon Corp • December 6th, 2005 • Real estate investment trusts
Reference is made to the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • November 9th, 2006 • Tarragon Corp • Real estate investment trusts • Florida
THIS AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of October 10, 2006, by TARRAGON LUGANO LLC, a Delaware limited liability company, BALLANTRAE TARRAGON LLC, a Florida limited liability company, REFLECTION LAKES TARRAGON, LLC, a Florida limited liability company, OMNI MONTERRA LLC, a Florida limited liability company, YBOR CITY TARRAGON, LLC, a Delaware limited liability company, and MADISON AT PARK WEST TARRAGON, LLC, a South Carolina limited liability company (each a “Mortgagor” and collectively the “Borrower”), whose address is c/o 423 West 55th Street, 12th Fl., New York, New York 10019, in favor of BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, its successors and assigns (“Lender”), whose address is 200 Park Avenue, New York, New York 10166.
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF ANSONIA APARTMENTS, L.P.Limited Partnership Agreement • December 6th, 2005 • Tarragon Corp • Real estate investment trusts
THIS FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT, is dated as of February 1, 2002, between PB ACQUISITION CORP. (“PB”), a Nevada corporation having an address at 1775 Broadway, 23rd Floor, New York 10019 and ANSONIA LLC (“ALLC”), a limited liability company having an address at 346 Quinnipiac Street, 3rd Floor, Wallingford, CT 06492.
LOAN AGREEMENT between THE ENTITIES IDENTIFIED AS BORROWERS PARTY HERETO, as Borrowers THE LENDERS PARTY HERETO, as Lenders and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent As of November 30, 2005 Property Locations: Attached as Exhibit BLoan Agreement • November 13th, 2006 • Tarragon Corp • Real estate investment trusts • New York
This Loan Agreement (together with all exhibits, schedules, and attachments and as hereafter amended, this “Agreement”) is entered into as of November 30, 2005 among each of the entities that is a signatory hereto identified under the caption “BORROWERS” on the signature pages hereof (individually, a “Borrower” and, collectively, the “Borrowers”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Administrative Agent” after the date hereof pursuant to Section 12.27.2 (individually, a “Lender” and, collectively, the “Lenders”); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).
LOAN REINSTATEMENT, SECOND AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS AND GUARANTIESLoan Agreement • December 24th, 2007 • Tarragon Corp • Real estate investment trusts • New York
THIS LOAN REINSTATEMENT, SECOND AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS AND GUARANTIES (this “Amendment”) is made and entered into as of September 12, 2007, by and among each of the entities that is a signatory hereto identified under the caption “BORROWERS” on the signature pages hereof (individually, a “Borrower” and, collectively, the “Borrowers”); each of the guarantors, indemnitors and joinder parties that is a signatory hereto identified under the caption “GUARANTORS” on the signature pages hereof (individually, a “Guarantor” and, collectively, the “Guarantors”); each of the pledgors that is a signatory hereto identified under the caption “PLEDGORS” on the signature pages hereof (individually, a “Pledgor” and, collectively, the “Pledgors”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” hereunder after the date hereof (individu
