Transitional Services Agreement Transitional Services Agreement (2012)Full Document 

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TRANSITIONAL SERVICES AGREEMENT

THIS TRANSITIONAL SERVICES AGREEMENT (this "Agreement"), dated as of July 1, 2012 (the "Commencement Date") is made and entered into among CHAMBERS STREET PROPERTIES, a Maryland real estate investment trust (the "Company"), CSP OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the "Operating Partnership"), and CBRE ADVISORS LLC, a Delaware limited liability company ("CBRE").

W I T N E S S E T H

WHEREAS, the Company has elected to be taxed as a REIT (as defined below), and to invest its funds in investments permitted by the terms of the Company’s Declaration of Trust (as defined herein) and Sections 856 through 860 of the Code (as defined below);

WHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its business and make all investments through the Operating Partnership;

WHEREAS, CBRE is the former advisor of the Company;

WHEREAS, the Company is now self-managed as result of its hiring of personnel to direct and perform the day-to-day business affairs of the Company;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information and advice of CBRE and to have CBRE undertake the services hereinafter set forth, at the request and subject to the supervision of the Company all as provided herein;

WHEREAS, CBRE is willing to undertake to render such services upon the request and subject to the supervision of the Company, on the terms and conditions hereinafter set forth; and

WHEREAS, the parties hereto were party to a Fourth Amended and Restated Advisory Agreement (the "Advisory Agreement") effective as of May 1, 2012, which agreement has now terminated, and remain party to a Transition to Self-Management Agreement (the "Transition Agreement"), dated as of April 26, 2012;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms have the definitions hereinafter indicated:

Acquisition Expenses. As such term is defined in the Declaration of Trust.

Acquisition Consulting Fee. The Acquisition Consulting Fee payable to CBRE or its Affiliates as set forth in Section 4(b).

Affiliate or Affiliated. As such term is defined in the Declaration of Trust.


Bankruptcy. With respect to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal, state or foreign insolvency law, or such Person’s filing an answer consenting to or acquiescing in any such petition, (b) the making by such Person of any assignment for the benefit of its creditors, (c) the expiration of sixty (60) days after the filing of an involuntary petition under Title 11 of the Unites States Code, an application for the appointment of a receiver for a material portion of the assets of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal, state or foreign insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 60-day period, (d) the entry against it of a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereinafter in effect, (e) the attachment or other judicial seizure of all or substantially all of its assets, which remains pending, (f) its acknowledgement in writing of its inability to pay its debts as they come due, (g) its entry into an offer of settlement, extension or composition to its creditors generally, (h) its taking any action for the purpose of effecting any of the foregoing, or (i) a determination by the Board, in its reasonable discretion, that such Person is bankrupt, insolvent or otherwise unable to pay its debts as they come due.

Board of Trustees or Board. The persons holding such office, as of any particular time, under the Declaration of Trust of the Company, whether they be the Trustees named therein or additional or successor Trustees.

Bylaws. The Amended and Restated Bylaws of the Company, as amended from time to time.

Cause. With respect to the termination of this Agreement, (i) fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by CBRE or (ii) a material breach of this Agreement by CBRE which remains uncured after 30 days’ written notice.

CBRE. As such term is defined in the preamble of this Agreement.

CBRE Indemnified Persons. As such term is defined in Section 20 of this Agreement.

Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

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