EX-99.1 5 d00534a6exv99w1.txt SECOND AMENDED AND RESTATED AGREEMENT EXHIBIT 99.1 SECOND AMENDED AND RESTATED AGREEMENT AMONG FILING PARTIES THIS AGREEMENT is made and entered into on October 23, 2002, by and among Crow Family Partnership, L.P., a Delaware limited partnership, CFH Trade Names, L.P., a Texas limited partnership, CFH Capital Resources, L.P., a Texas limited partnership, GP 98, LLC, a Texas limited liability company, Mill Spring Holdings, Inc., a Texas corporation, Crow Family, Inc., a Texas corporation, Crow Public Securities, L.P., a Texas limited partnership, CFHS, L.L.C., a Delaware limited liability company, and Harlan R. Crow (collectively referred to herein as the "Filing Parties"). WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "Act"), requires that, when a Schedule 13D is filed on behalf of more than one person, an agreement be executed and filed as an exhibit to the Schedule 13D reflecting that the Schedule 13D is being filed on behalf of all such persons; WHEREAS, certain of the parties to this Agreement entered into an Agreement Among Filing Parties dated December 11, 1997, as amended, (the "Original Agreement"), which was amended and restated in its entirety by certain parties to this Agreement pursuant to an Amended and Restated Agreement Among Filing Parties dated October 21, 1998, as amended (the "Amended and Restated Agreement"), with respect to a Schedule 13D filed concurrently with the execution of each the Original Agreement and the Amended and Restated Agreement; and WHEREAS, the parties desire to amend and restate the Amended and Restated Agreement in its entirety as provided herein. NOW, THEREFORE, in consideration of the premises and the mutual promises stated herein, the Filing Parties hereby agree as follows: (i) Each Filing Party agrees that a single Schedule 13D (and any amendments thereto) shall be filed jointly on behalf of all the Filing Parties with respect to the shares of common stock, $.01 par value per share, of Trammell Crow Company, a Delaware corporation. (ii) Each Filing Party acknowledges and agrees that, pursuant to Rule 13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible to use the Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such Filing Party contained in such Schedule 13D. None of the Filing Parties, however, shall be responsible for the completeness or accuracy of information concerning any other Filing Party contained in such Schedule 13D, or any amendments thereto, unless such Filing Party knows or has reason to believe that such information is incomplete or inaccurate. (iii) This agreement shall not be assignable by any Filing Party. Any assignment in violation of the forgoing shall be null and void. (iv) This agreement shall terminate upon the written notice of termination given by any Filing Party to the other Filing Parties. (v) This agreement may be executed in several counterparts, each of which shall be deemed to be an original copy hereof. IN WITNESS WHEREOF, the undersigned hereby executed this Agreement Among Filing Parties as of the date or dates indicated below. DATED: October 23, 2002 CROW FAMILY PARTNERSHIP, L.P. a Delaware limited partnership By: CROW FAMILY, INC., a Texas corporation and its General Partner By: /s/ ANTHONY W. DONA ----------------------------------- Anthony W. Dona Executive Vice President DATED: October 23, 2002 CFH TRADE NAMES, L.P., a Texas limited partnership By: GP 98, LLC, a Texas limited liability company and its General Partner By: MILL SPRING HOLDINGS, INC., a Texas corporation and its sole member By: /s/ HARLAN R. CROW ----------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 23, 2002 GP 98, LLC, a Texas limited liability company By: MILL SPRING HOLDINGS, INC., a Texas corporation and its sole member By: /s/ HARLAN R. CROW ----------------------------------- Harlan R. Crow Chief Executive Officer DATED: October 23, 2002 MILL SPRING HOLDINGS, INC., a Texas corporation By: /s/ HARLAN R. CROW --------------------------------------- Harlan R. Crow Chief Executive Officer 2 DATED: October 23, 2002 CFH CAPITAL RESOURCES, L.P., a Texas limited partnership By: CFHS, L.L.C., a Delaware limited liability company and its General Partner By: CROW FAMILY, INC., a Texas corporation, its sole manager By: /s/ ANTHONY W. DONA --------------------------------------- Anthony W. Dona Executive Vice President DATED: October 23, 2002 CFHS, L.L.C., a Delaware limited liability company and its General Partner By: CROW FAMILY, INC., a Texas corporation, its sole manager By: /s/ ANTHONY W. DONA --------------------------------------- Anthony W. Dona Executive Vice President DATED: October 23, 2002 CROW FAMILY, INC. By: /s/ ANTHONY W. DONA ------------------------------------------- Anthony W. Dona Executive Vice President DATED: October 23, 2002 CROW PUBLIC SECURITIES, L.P., a Texas limited partnership By: Crow Family, Inc., a Texas corporation and its General Partner By: /s/ ANTHONY W. DONA -------------------------------------- Anthony W. Dona Executive Vice President 3 DATED: October 23, 2002 CFHS, L.L.C., a Delaware limited liability company By: Crow Family, Inc., a Texas corporation, its sole manager By: /s/ ANTHONY W. DONA ------------------------------------ Anthony W. Dona Executive Vice President /s/ HARLAN R. CROW DATED: October 23, 2002 ------------------------------------------- Harlan R. Crow 4