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EXHIBIT 1.01
CRESCENT REAL ESTATE EQUITIES, INC.
(a Maryland corporation)
COMMON STOCK
(Par Value $.01 Per Share)
TERMS AGREEMENT
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Dated: October 3, 1996
To: CRESCENT REAL ESTATE EQUITIES, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention:
Ladies and Gentlemen:
We (the "Representative") understand that Crescent Real Estate
Equities, Inc. ("the Company") proposes to issue and sell shares of its
Common Stock, $.01 par value per share (the "Common Stock"), such shares of
Common Stock being collectively hereinafter referred to as the "Underwritten
Securities". Subject to the terms and conditions set forth or incorporated by
reference herein, the underwriters named below (the "Underwriters") offer to
purchase, severally and not jointly, the respective numbers of Underwritten
Securities set forth below opposite their respective names, at the purchase
price set forth below.
Number of Shares of
Underwriter Underwritten Securities
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▇▇▇▇▇▇▇ Lynch , Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ 96,750
Incorporated
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. 96,750
PaineWebber Incorporated 96,750
▇▇▇▇▇ ▇▇▇▇▇▇ Inc. 96,750
Alex. ▇▇▇▇▇ & Sons Incorporated 4,500
CS First Boston Corporation 4,500
▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ 4,500
Securities Corporation
2
▇.▇. ▇▇▇▇▇▇▇ & Sons, Inc. 4,500
▇▇▇▇▇▇ ▇▇▇▇ LLC 4,500
NatWest Securities Limited 4,500
Salomon Brothers Inc 4,500
Southwest Securities, Inc. 4,500
UBS Securities LLC 4,500
EVEREN Securities, Inc. 2,250
Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. 2,250
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Inc. 2,250
▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. 2,250
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co., L.P. 2,250
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 2,250
Incorporated
Principal Financial Securities, Inc. 2,250
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Refsnes, Inc. 2,250
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. 2,250
Sutro & Co. Incorporated 2,250
Total 450,000
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The Underwritten Securities shall have the following terms:
Common Stock
Title of Securities: Common Stock, par value $.01 per share
Number of Shares: 450,000
Public offering price per share: n/a
Purchase price per share: $ 42.00
Number of Option Securities, if any, that may be purchased
by the Underwriters: none
Delayed Delivery Contracts: not authorized
Additional co-managers, if any: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., PaineWebber
Incorporated and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
Closing date and location: October 9, ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇.▇.▇., ▇▇▇▇▇▇▇▇
Square, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
All the provisions contained in the document attached as Annex
A hereto entitled "Crescent Real Estate Equities, Inc.-Preferred Stock, Common
Stock and Common Stock Warrants-Purchase Agreement" are hereby incorporated by
reference in their entirety herein and shall be deemed to be a part of this
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.
(Annex A Omitted)
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Please accept this offer no later than 5:30 o'clock P.M. (New York City time)
on October 3, 1996 by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.
Very truly yours
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By: /s/
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Acting on behalf of itself and the
other named Underwriters.
Accepted: October 3, 1996
By: CRESCENT REAL ESTATE EQUITIES, INC.
By: /s/
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