EX-10.13



 





Exhibit 10.13




CONTRIBUTION AGREEMENT




     THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [•] (the “Effective
Date”), is entered into by Holliday GP Corp., a corporation organized under the laws of
Delaware (“Holliday GP”), Holliday Fenoglio Fowler, L.P., a Texas limited partnership
(“HFF LP”) and HFF Securities L.P., a Delaware limited partnership (“HFFS”,
together with HFF LP, the “Partnerships”) on one hand and the signatory hereto (the
“Indemnitee”) on the other.



     WHEREAS, the Indemnitee currently serves as a member of the Board of Directors or as an
officer of HFF, Inc., a Delaware corporation (“HFF”);



     WHEREAS, HFF is a holding company and its sole assets are, through its wholly-owned subsidiary
HFF Partnership Holdings LLC (“Holdings LLC”), partnership units in the Partnerships and
all of the outstanding shares of Holliday GP;



     WHEREAS, HFF, after reasonable investigation, has determined that the liability insurance
coverage presently available to HFF may be inadequate in certain circumstances to cover all
possible exposure for which Indemnitee should be protected and HFF believes that the interests of
HFF and its stockholders would best be served by a combination of such insurance and the
indemnification by HFF of the directors and officers of HFF;



     WHEREAS, HFF’s Certificate of Incorporation requires HFF to indemnify its directors and
officers to the fullest extent permitted by the Delaware General Corporation Law (the
“Indemnification Obligations”). The Certificate of Incorporation also expressly provides
that the indemnification provisions set forth therein are not exclusive, and contemplate that
contracts may be entered into between HFF and its directors and officers with respect to
indemnification;



     WHEREAS, the Board of Directors has determined that the contractual provisions set forth
herein are not only reasonable and prudent but also promotes the best interests of HFF and its
stockholders;



     WHEREAS, HFF desires and has requested Indemnitee to serve or continue to serve as a director
or officer of HFF free from undue concern for unwarranted claims for damages arising out of or
related to such services to HFF; and



     WHEREAS, Indemnitee is willing to serve, continue to serve or to provide additional service
for or on behalf of HFF on the condition that he or she is ensured that HFF will possess the
resources of the Partnerships to meet the Indemnification Obligations if and when they arise;



 









 





     NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties,
covenants, agreements and conditions herein contained, and intending to be legally bound, the
parties hereto agree as follows:



     1.1. Distributions. To the extent funds are legally available for distribution, each
of the Partnerships hereby agrees and covenants to, and Holliday GP hereby agrees and covenants to
cause the Partnerships to, make distributions, in accordance with each of their respective
partnership agreements, to HFF, through Holdings LLC, sufficient in aggregate amount for HFF to
meet any and all of HFF’s Indemnification Obligations with respect to the Indemnitee as and when
such amounts are necessary.



     1.2. Other Agreements. Each of the Partnerships hereby agrees and covenants not to,
and Holliday GP hereby agrees and covenants to cause the Partnerships not to, enter into any
agreement with a third party that would impede or adversely affect the Partnerships’ ability to
fulfill their obligations in Section 1.1 above.



     1.3. Assignment. This Agreement may not be assigned by any party without the prior
written consent of the other Parties.



     1.4. Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving effect to such
State’s laws and principles regarding the conflict of laws.



     1.5. No Benefit to Others. The representations, warranties, covenants and agreements
contained in this Agreement are for the sole benefit of the Parties hereto and their respective
heirs, executors, administrators, legal representatives, successors and permitted assigns, and they
shall not be construed as conferring any rights on any other Persons.



     1.6. Counterparts. This Agreement may be executed in any number of counterparts and
any party hereto may execute any such counterpart, each of which when executed and delivered shall
be deemed to be an original and all of which counterparts taken together shall constitute but one
and the same instrument. This Agreement shall become binding when one or more counterparts taken
together shall have been executed and delivered by all of the Parties.



 









 





     IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	 	HOLLIDAY GP CORP.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: John H. Pelusi, Jr.
	 

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	HOLLIDAY FENOGLIO FOWLER, L.P.,
	 

	 	 	 	BY HOLLIDAY GP CORP.,

ITS GENERAL PARTNER
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: John H. Pelusi, Jr.
	 

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	HFF SECURITIES L.P. ,
	 

	 	 	 	BY HOLLIDAY GP CORP.,

ITS GENERAL PARTNER
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: John H. Pelusi, Jr.
	 

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	INDEMNITEE
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: