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$46	Preview Full Doc	2002	Joint Venture Agreement Joint Venture Agreement (47K) Doc #101884: Click preview link for longer preview. JOINT VENTURE AGREEMENT between ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S. and CONE MILLS CORPORATION and Zekeriye Konukoglu and Fatih Konukoglu and Oguzhan Gurdogan Dated as of June 17, 2002 ================================================================================ {PAGE} TABLE OF CONTENTS Page ARTICLE I STOCKHOLDER ACTIONS 1.1 Ordinary Actions..................................................... 2 1.2 Extraordinary Actions................................................ 2 ARTICLE II BOARD OF DIRECTORS 2.1 Board of Directors................................................... 3 2.2 Decisions by the Board of Directors.................................. 3 2.3 Election of Directors................................................ 5 2.4 Adoption of Initial Business Plan.................................... 6 ARTICLE III OFFICERS 3.1 Nomination of Officers............................................... 6 ARTICLE IV CAPITAL CONTRIBUTIONS 4.1 Initial Capital Contributions........................................ 7 4.2 Additional Capital Contributions..................................... 7 ARTICLE V TRANSFER OF JV STOCK 5.1 Restrictions on Transfer of JV Stock................................. 8 5.2 Notification of Transfer Restrictions................................ 9 ARTICLE VI CERTAIN COVENANTS ANDAGREEMENTS 6.1 Financial and Other Information...................................... 9 6.2 Confidentiality..................................................... 10 6.3 Public Announcements................................................ 10 6.4 Compliance with Laws................................................ 11 i {PAGE} Page ARTICLE VII MISCELLANEOUS 7.1 Definitions......................................................... 11 7.2 Termination......................................................... 13 7.3 Governing Law....................................................... 14 7.4 Arbitration......................................................... 14 7.5 Recapitalizations, Exchanges, etc. Affecting JV Stock............... 14 7.6 Amendment, Assignment, etc.......................................... 14 7.7 Notices............................................................. 14 7.8 Permitted Transferee Shares......................................... 15 7.9 Expenses............................................................ 15 7.10 Severability; Invalidity............................................ 15 7.11 No Third Party Beneficiaries........................................ 15 7.12 Translation......................................................... 15 7.13 Integration; Section Headings; Counterparts; etc.................... 15 ii {PAGE} JOINT VENTURE AGREEMENT JOINT VENTURE AGREEMENT, dated as of June 17, 2002 between (1) CONE MILLS CORPORATION ("Cone"), a corporation organized under the laws of the State of North Carolina, United States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S., a corporation organized under the laws of Turkey, (3) Zekeriye Konukoglu, (4) Fatih Konukoglu and (5) Oguzhan Gurdogan (Isko Dokuma Isletmeleri Sanayi ve Ticaret A.S., Zekeriye Konukoglu, Fatih Konukoglu, and Oguzhan Gurdogan shall hereinafter collectively be referred to in this Agreement and all other agreements related to the Joint Venture as "Isko"). RECITALS A. Isko and Cone wish to establish a joint venture to sell denim fabrics to Levi Strauss Europe or its 100% owned subsidiaries ("LSE") for Levi's(R) 501(R) jeans such fabrics to be marketed to LSE by Cone and produced by Isko based upon orders allocated by Cone and accepted by Isko (the "Project"). B. Isko and Cone are in the process of forming and organizing IsKone Denim Pazarlama A.S. ("JV"), to be organized under the laws of Turkey within a Free Trade Zone, for the purpose of carrying out the Project. C. JV has issued to Isko 49,000 shares and Cone 51,000 shares of ordinary voting stock, par value $ 1.00 per share, representing all of the issued and outstanding shares of capital stock of JV (such shares of stock and all other shares of capital stock of JV which may be outstanding from time to time, the "JV Stock"). D. Isko and Cone have contributed, or agreed to contribute, $49,000 and $51,000 respectively, to JV in cash. E. Isko and Cone have caused the articles of association set forth as Exhibit A to be adopted as the initial articles of association of JV (as amended from time to time, the "Articles of Association"). F. Isko and Cone desire to set forth their agreement as to the management of JV, transfers of JV Stock and certain other matters relating to JV. NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree as follows: 101884	Cone Mills Cone Mills Corp. ( Apparel & Accessories ) As referenced in this Joint Venture Agreement: CONE MILLS CORP – CONE MILLS CORP _____________ dt 1849985 ; Isko Dokuma Isko Dokuma Isletmeleri Sanayi Ve Ticaret A.S. As referenced in this Joint Venture Agreement: ISKO DOKUMA ISLETMELERI SANAYI VE TICARET – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 Exhibit 10.27.1 ================================================================================ JOINT VENTURE AGREEMENT between ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S. and CONE MILLS CORPORATION and Zekeriye Konukoglu and Fatih Konukoglu and Oguzhan Gurdogan Dated as of June 17, 2002 ================================================================================ {PAGE} TABLE _____________ ISKO DOKUMA ISLETMELERI SANAYI VE TICARET – between (1) CONE MILLS CORPORATION ("Cone"), a corporation organized under the laws of the State of North Carolina, United States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S., a corporation organized under the laws of Turkey, (3) Zekeriye Konukoglu, (4) Fatih Konukoglu and (5) Oguzhan Gurdogan (Isko Dokuma Isletmeleri _____________ (Isko Dokuma Isletmeleri Sanayi ve Ticaret – SANAYI VE TICARET A.S., a corporation organized under the laws of Turkey, (3) Zekeriye Konukoglu, (4) Fatih Konukoglu and (5) Oguzhan Gurdogan (Isko Dokuma Isletmeleri Sanayi ve Ticaret A.S., Zekeriye Konukoglu, Fatih Konukoglu, and Oguzhan Gurdogan shall hereinafter collectively be referred to in this Agreement and all other agreements _____________ Isko Dokuma Isletmeleri Sanayi ve Ticaret – deemed validly given upon personal delivery or one day after being sent by telecopy or overnight courier service: (a) if to Isko, at: Isko Dokuma Isletmeleri Sanayi ve Ticaret A.S. Organize Sanayi Bolgesi 3. Cadde 16425 Inegol/BURSA 14 {PAGE} Telecopy: +90-224-714-8016 (b) if to Cone, at: _____________ ISKO DOKUMA ISLETMELERI SANAYI VE TICARET – parties. 16 {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S. By /s/Zekeriye Konukoglu Name: Zekeriye Konukoglu Title: CONE MILLS CORPORATION By s/s Neil W. Koonce Name: Neil W. Koonce _____________ dt 220326 ;	Mills Mills Corp. ( Real Estate ) As referenced in this Joint Venture Agreement: MILLS CORP – TYPE}EX-10 {SEQUENCE}3 Exhibit 10.27.1 ================================================================================ JOINT VENTURE AGREEMENT between ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S. and CONE MILLS CORP ORATION and Zekeriye Konukoglu and Fatih Konukoglu and Oguzhan Gurdogan Dated as of June 17, 2002 ================================================================================ {PAGE} TABLE OF CONTENTS Page ARTICLE I _____________ MILLS CORP – Integration; Section Headings; Counterparts; etc.................... 15 ii {PAGE} JOINT VENTURE AGREEMENT JOINT VENTURE AGREEMENT, dated as of June 17, 2002 between (1) CONE MILLS CORP ORATION ("Cone"), a corporation organized under the laws of the State of North Carolina, United States of America, (2) ISKO DOKUMA ISLETMELERI SANAYI _____________ Mills Corp – Organize Sanayi Bolgesi 3. Cadde 16425 Inegol/BURSA 14 {PAGE} Telecopy: +90-224-714-8016 (b) if to Cone, at: c/o Cone Mills Corp oration 804 Green Valley Road Greensboro, North Carolina 27408 Attention: General Counsel Telecopy: 336-379-6972 or at such other address and telecopy _____________ MILLS CORP – of the date first above written. ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S. By /s/Zekeriye Konukoglu Name: Zekeriye Konukoglu Title: CONE MILLS CORP ORATION By s/s Neil W. Koonce Name: Neil W. Koonce Title: Vice President Zekeriye Konukoglu By /s/ Zekeriye Konukoglu Name: Zekeriye Konukoglu _____________ dt 109814
$46	Full Doc	2002	Operating and Joint Venture Agreement Operating and Joint Venture Agreement (59K) Doc #106701: This document is immediately available for purchase, but does not have a preview available for viewing. C & D IT LLC OPERATING AND JOINT VENTURE AGREEMENT ------------------------------------- This Operating and Joint Venture Agreement (this "Agreement") of C & D IT LLC (the "Company") is made as of March 1, 2002, by and between the persons identified as the Members on Schedule A attached hereto (such persons and their ---------- respective successors in office or in interest being hereinafter referred to individually as a "Member" or collectively as the "Members"). WHEREAS, the Managing Trustee of AFG Investment Trust C and AFG Investment Trust D has determined that a joint investment by the trusts through a joint venture entity in BMIF/BSLF II Rancho Malibu Limited Partnership would be in the best interest of the respective trusts; WHEREAS, the Members of the Company desire that PLM International, Incorporated, a jointly-owned, indirect subsidiary of the Members, through a to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution agreement with Semele Group, Inc. ("Semele") and the Acquisition Sub, BSLF II Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute consideration to Semele in exchange for all of Semele's limited partnership interest in BMIF/BSLF II Rancho Malibu Limited Partnership ("RM Limited Partnership") and all of the capital stock of BSLF, the general Partner of RM Limited Partnership (the "RMLP Closing"); WHEREAS, the Members of the Company will obtain the approval of their respective beneficiaries to said contribution through the solicitation of consents and such solicitations will take several months to accomplish and may not be successful; WHEREAS, Semele will not defer taking other action with respect to its interests in RM Limited Partnership without a $2 million financial commitment from the Members during the period of time before the Members receive the consents of their respective beneficiaries; WHEREAS, the Members have determined to contribute $1 million each to the Company; WHEREAS, the Members have directed the Company to contribute $2 million to RM Limited Partnership in exchange for a general partnership interest in RM Limited Partnership that (a) gives the Company rights as a co-managing general partner, and (b) is subject to a "claw back" right that requires the refund of said $2 million contribution in the event that (i) said consents of the Members' beneficiaries are not obtained by the deadline for such consents, or (ii) the RMLP Closing has not occurred within 45 days after the date the forms of consents must be received by the Members, which claw back right shall be secured by the pledge of a security interest by Semele of all of its capital stock in BSLF, its limited partnership interest in RM Limited Partnership and all of the assets of RM Limited Partnership; WHEREAS, the Company was formed as a limited liability company under the Delaware Limited Liability Company Act (as amended from time to time, the "Act") pursuant to the Certificate of Formation of the Company dated March 1, 2002 (the "Certificate of Formation"); WHEREAS, the Members desire to engage in a joint venture which will act as a co-managing general partner of RM Limited Partnership; WHEREAS, the Members will actively manage the joint venture and will act as the initial Managers of the Company (each Member in its capacity as Manager referred to herein as a "Manager" and, collectively, the "Managers"), although the Members intend to reserve the right in the future to appoint Managers who are not Members; and WHEREAS, the Members wish to set out fully their respective rights, obligations and duties regarding the Company, its assets and liabilities and the joint venture; NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties hereby agree as follows: ARTICLE I Organization and Powers 1.1. Organization. The Company has been formed by the filing of its ------------ Certificate of Formation (as amended from time to time, the "Certificate" or the "Certificate of Formation") with the Delaware Secretary of State pursuant to the Act. The Certificate of Formation may be restated by the Managers as provided in the Act or amended by the Managers to change the address of the office of the Company in Delaware and the name and address of its resident agent in Delaware or to make corrections required by the Act. Other additions to or amendments of the Certificate of Formation shall be authorized by the Members as provided in Section 10.4. 1.2. Purposes and Powers. The Company shall have authority to engage in any ------------------- lawful business, trade, purpose or activity permitted by the Act, and it shall possess and may exercise all of the powers and privileges granted by the Act and any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company, including without limitation the following powers: 106701	Semele Group Semele Group, Inc. ( Real Estate ) As referenced in this Operating and Joint Venture Agreement: Semele Group, – a jointly-owned, indirect subsidiary of the Members, through a to-be-organized subsidiary (the "Acquisition Sub") enter into a contribution agreement with Semele Group, Inc. ("Semele") and the Acquisition Sub, BSLF II Rancho Malibu Corp. ("BSLF") by which the Acquisition Sub will contribute consideration to Semele _____________ dt 109416 ; C & D IT LLC;	AFG Investment Trust
$49	Preview Full Doc	1999	Standstill Agreement Standstill Agreement (54K) Doc #109115: Click preview link for longer preview. SECOND STANDSTILL AGREEMENT --------------------------- This Agreement dated April 12, 1999 is made and entered into between Vencor, Inc., a corporation organized under the laws of Delaware, for and on behalf of itself and its various subsidiaries and affiliates, including, without limitation, Vencor Operating, Inc. (collectively, "Vencor") and Ventas, Inc., a corporation organized under the laws of Delaware, for and on behalf of itself and its various subsidiaries and affiliates, including, without limitation, Ventas Realty, Limited Partnership (collectively, "Ventas"). WHEREAS, Vencor and Ventas entered into an Agreement And Plan Of Reorganization, dated as of April 30, 1998 (the "Reorganization Agreement"), and other Ancillary Agreements (as defined in the Reorganization Agreement), including four Master Lease Agreements, dated as of April 30, 1998 (the "Master Leases"); WHEREAS, Vencor Nursing Centers Limited Partnership (an affiliate of Vencor) and Ventas Realty, Limited Partnership (an affiliate of Ventas) entered into a Lease Agreement dated as of August 7, 1998, concerning a facility commonly known as the Corydon, Indiana Skilled Nursing Center (the "Indiana Lease," and, collectively with the Master Leases, the "Five Leases"); WHEREAS, on March 18, 1999, Vencor sent a letter to Ventas, invoking the dispute resolution provisions of Section 6.01 of the Reorganization Agreement and seeking, inter alia, to negotiate a settlement concerning various disputes; WHEREAS, on March 22, 1999, Ventas sent a letter to Vencor, inter alia, denying the allegations in Vencor's March 18, 1999 letter but agreeing to engage in a constructive dialogue with Vencor regarding the issues raised in Vencor's letter; {PAGE} WHEREAS, Vencor and Ventas entered into a Standstill Agreement dated March 31, 1999 (the "First Standstill Agreement"), in which the parties agreed not to take certain actions or to exercise certain rights or remedies against one another during a period through and including April 12, 1999; WHEREAS, the parties desire to continue negotiations and, in connection therewith, to enter into certain arrangements more particularly identified herein, including, without limitation, certain arrangements for the payment in full of the rent due to Ventas under the Five Leases for the month of April 1999, for the tolling or suspending of limitations or repose periods applicable to certain alleged claims arising out of the Reorganization Agreement, the Ancillary Agreements or the transactions contemplated by or in those agreements, and for other matters; NOW, THEREFORE, in consideration of the premises and the agreements and undertakings of the parties contained herein, the parties agree as follows: 1. Except as explicitly set forth in the Tolling Agreement, neither this Second Standstill Agreement, the Tolling Agreement by and between Ventas and Vencor of even date herewith, the four Second Amendment to Master Lease Agreements by and between Ventas and Vencor (and the other related parties to the Master Lease Agreements) of even date herewith, nor the First Amendment to Corydon, Indiana Lease Agreement by and between Ventas Realty, Limited Partnership and Vencor Nursing Centers Limited Partnership of even date herewith (the "Contemporaneous Agreements"), nor any discussions in pursuance hereof or thereof, shall constitute a waiver by either party of any claim or defense that may be asserted against the other party (including, without limitation, any claim or defense with respect to the legality, validity, or 109115	Ventas Ventas, Inc. ( Real Estate ) As referenced in this Standstill Agreement: Ventas, Inc – of Delaware, for and on behalf of itself and its various subsidiaries and affiliates, including, without limitation, Vencor Operating, Inc. (collectively, "Vencor") and Ventas, Inc ., a corporation organized under the laws of Delaware, for and on behalf of itself and its various subsidiaries and affiliates, including, without _____________ VENTAS, INC – No.: 064000046 Account: 7020226622 Credit Ventas Realty, Limited Partnership CONFIRMED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN BY: VENCOR, INC. VENTAS, INC . By: By: ------------------------------- -------------------------------- Name: Name: Title: Title: -6- {PAGE} EXHIBIT A TOLLING AGREEMENT ----------------- This Agreement dated April 12, 1999 is made and entered _____________ Ventas, Inc – commenced under Title 11 of the United States Code (the "Bankruptcy Code") or any trustee appointed in any such case (collectively, "Vencor"), and Ventas, Inc ., a corporation organized under the laws of Delaware for and on behalf of itself and its various subsidiaries and affiliates, including, without _____________ VENTAS, INC – of New York law. [INTENTIONALLY LEFT BLANK] -6- {PAGE} CONFIRMED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN BY: VENCOR, INC. VENTAS, INC . By: By: ----------------------- ----------------------------- Name: Name: Title: Title: -7- {PAGE} EXHIBIT B SECOND AMENDMENT TO MASTER LEASE AGREEMENT NO. 1 ------------------------------------------------ THIS SECOND AMENDMENT TO _____________ Ventas, Inc – NO. 1 ------------------------------------------------ THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT NO. 1, dated April 12, 1999 (the "Amendment"), is entered into by and among Ventas, Inc ., formerly known as Vencor, Inc., a Delaware corporation ("Ventas") and Ventas Realty, Limited Partnership, a Delaware limited partnership ("Ventas LP", and together _____________ dt 109669 ;	Kindred Healthcare Inc. [Vencor Operating, Inc.]
$42	Preview Full Doc	2002	Acknowledgment and Consent Acknowledgment and Consent (87K) Doc #111864: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.13 {SEQUENCE}3 {PAGE} EXHIBIT 4.13 ACKNOWLEDGMENT AND CONSENT THIS ACKNOWLEDGMENT AND CONSENT (this "Agreement") dated as of June 12, 2002 is by and among Merrill Lynch Private Finance Inc., a Delaware corporation ("Lender"), The Boyer Company, L.C., a Utah limited liability company ("Borrower"), HCPI/Utah, LLC, a Delaware limited liability company (the "Down REIT Sub"), each of the entities that is affiliated with Borrower and that is a signatory hereto under the designation "Pledgor" (individually and collectively, as the context requires, "Pledgor"), and Health Care Property Investors, Inc., a Maryland corporation ("HCPI"). RECITALS: 1. Each Pledgor is a Non-Managing Member of the Down REIT Sub pursuant to that certain Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999, as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9 dated as of June 30, 1999, November 12, 1999, January 12, 2000, March 1, 2000, December 1, 2000, March 16, 2001, March 30, 2001, October 1, 2001 and October 30, 2001, respectively (the "LLC Agreement"). Further, each Pledgor is the record owner of the number of Non-Managing Member Units, as set forth opposite such Pledgor's name on Exhibit A attached hereto (collectively, the "Pledged Units"). As of the date of this Agreement, the Pledged Units are evidenced by the LLC Unit Certificates referred to on Exhibit A (collectively, the "Certificates"). All references herein to the Pledged Units shall include all additional or substituted Non-Managing Member Units, from time to time pledged to Lender pursuant to the Loan Agreement, as defined below, and all references herein to the Certificates shall include the Certificates related to such additional or substituted Non-Managing Member Units. 2. Lender is a party to that certain Loan and Collateral Account Agreement (Demand Loan), dated as of the date hereof, by and among Borrower, Pledgor, Lender and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as such agreement has been or may hereafter be amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), whereby Lender has agreed to lend to Borrower from time to time, on a revolving basis, an amount not to exceed $20,000,000 as presently established. 3. Pursuant to the Loan Agreement, the loan contemplated therein is secured by, inter alia, (i) all of Pledgor's right, title and interest in the Pledged Units, and (ii) all of Pledgor's right, title and interest in the Registration Rights Agreement dated as of June 30, 1999 among Boyer-BPMA Holdings, L.C., a Utah limited liability company ("Boyer-BPMA"), Spring Creek Medical Building, L.L.C., a Utah limited liability company, and HCPI, as amended, and those certain Registration Rights Agreements between each Pledgor (other than Boyer-BPMA) and HCPI, as amended with respect to certain of the Pledged Units (individually and collectively, referred to herein as the "Registration Rights Agreement"). The loan contemplated in the Loan Agreement is also secured, pursuant to the Loan Agreement, by similar collateral security pertaining to HCPI/Utah II, LLC, a Delaware limited liability company ("HCPI/Utah II, LLC") as confirmed in the Acknowledgment and Consent, dated as of the date hereof (the "Utah II Acknowledgment and Consent"), among Lender, Borrower, HCPI, HCPI/Utah II, LLC and certain other pledgors specified therein. {PAGE} 4. The parties hereto desire to enter into this Agreement for the purpose of setting forth certain agreements among Lender, Borrower, Pledgor, HCPI and the Down REIT Sub with respect to the Collateral. 5. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the LLC Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the ----------- meanings hereinafter set forth unless the context shall otherwise require. a. "Collateral" shall mean, collectively, the Pledged Units, the Pledged Shares and any and all securities issued or issuable on the conversion or redemption of the Pledged Units or Pledged Shares, or cash or other distributions of every kind in respect of any of the foregoing. b. "Commission" shall mean the Securities and Exchange Commission. c. "Default" shall mean a Remedy Event as defined in the Loan Agreement or a demand under Section 8.3 of the Loan Agreement. d. "Material Adverse Effect" shall mean (i) an adverse condition or event material to, (ii) a material adverse effect on, or (iii) a material adverse change in, as the case may be, any one or more of the following: (A) the business, assets, results of operations, financial condition or prospects of HCPI or the Down REIT Sub, as the case may be, or (B) the ability of HCPI or the Down REIT Sub, as the case may be, to perform its obligations under any material contract to which it is a party. e. "Pledged Shares" shall mean REIT Shares which are exchanged by HCPI for any Pledged Units which are tendered to HCPI, as the Managing 111864	Health Care Health Care Property Investors Inc. ( Real Estate ) As referenced in this Acknowledgment and Consent: Health Care Property Investors, – is affiliated with Borrower and that is a signatory hereto under the designation "Pledgor" (individually and collectively, as the context requires, "Pledgor"), and Health Care Property Investors, Inc., a Maryland corporation ("HCPI"). RECITALS: 1. Each Pledgor is a Non-Managing Member of the Down REIT Sub pursuant to that _____________ Health Care Property Investors, – Los Angeles, CA 90067 Attention: Jay D. Sanders Telephone No.: 310-407-4943 Telecopier: 310-284-2835 HCPI and/or Down REIT Sub: Health Care Property Investors, Inc. 4675 MacArthur Court, Suite 900 Newport Beach, California 92660 Attention: Legal Department Telephone No.: (949) 221-0600 Telecopier: (949) 221-0607 _____________ HEALTH CARE PROPERTY INVESTORS, – By: /s/ Steve Ostler ----------------------------------------- Date: 6/12/02 --------------------------------------- Title: Manager -------------------------------------- THE DOWN REIT SUB: HCPI/UTAH, LLC, a Delaware limited liability company By: HEALTH CARE PROPERTY INVESTORS, INC., its Managing Member By: /s/ Edward J. Henning ---------------------------------- Date: 6/12/02 -------------------------------- Title: Senior Vice President ------------------------------- HCPI: HEALTH CARE PROPERTY INVESTORS, _____________ HEALTH CARE PROPERTY INVESTORS, – By: HEALTH CARE PROPERTY INVESTORS, INC., its Managing Member By: /s/ Edward J. Henning ---------------------------------- Date: 6/12/02 -------------------------------- Title: Senior Vice President ------------------------------- HCPI: HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation By: /s/ Edward J. Henning ----------------------------------------- Date: 6/12/02 --------------------------------------- Title: Senior Vice President -------------------------------------- 17 {PAGE} PLEDGORS: AMARILLO BELL _____________ dt 111554 ;	MLBFS Merrill Lynch, Pierce, Fenner & Smith Inc. ( Financial ) As referenced in this Acknowledgment and Consent: Merrill Lynch, Pierce, Fenner & Smith – Demand Loan), dated as of the date hereof, by and among Borrower, Pledgor, Lender and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as such agreement has been or may hereafter be amended, supplemented or otherwise dt 43881
$57	Preview Full Doc	2002	Limited Liability Company Agreement [Delaware] Limited Liability Company Agreement [Delaware] (75K) Doc #111869: Click preview link for longer preview. LIMITED LIABILITY COMPANY AGREEMENT FOR 731 COMMERCIAL LLC, A DELAWARE LIMITED LIABILITY COMPANY (COMMERCIAL PARCEL) This Limited Liability Company Agreement ("AGREEMENT") of 731 COMMERCIAL LLC, a Delaware limited liability company (the "COMPANY") is made as of and is effective the 3rd day of July, 2002, by 731 Commercial Holding LLC, a Delaware limited liability company, as the sole member ("Member"), Domenic A. Borriello (in his capacity as the initial "INDEPENDENT MANAGER 1"), and Kim E. Lutthans (in her capacity as the initial "INDEPENDENT MANAGER 2"). RECITALS A. A Certificate (as hereinafter defined) for the Company was executed and delivered on May 31, 2002 and filed on June 3, 2002 with the Secretary of State of the State of Delaware, thereby forming the Company as a limited liability company pursuant to the provisions of the Act (as hereinafter defined). B. The Member, Special Member 1 and Special Member 2 wish to operate the Company in accordance with the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein (the receipt and sufficiency of which are acknowledged by each party hereto), the parties hereto, intending to be legally bound, do hereby agree as follows: 1. DEFINITIONS. When used in this Agreement, the following terms shall have the meanings set forth below (terms used in this Agreement that are not defined in this Article 1 shall have the meanings set forth elsewhere in this Agreement or in Section 18-101 of the Act): 1.1 "ACT" shall mean the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et. seq.), as the same may be amended from time to time. 1.2 "AFFILIATE" shall mean a Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Person or Persons in question. The term "control", as used in the immediately preceding sentence, shall mean, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than 20% of the voting rights attributable to the shares of the controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person. 111869	Alexander's Alexander's Inc. ( Real Estate ) As referenced in this Limited Liability Company Agreement [Delaware]: Alexander's, Inc – 1.3 "AGREEMENT" shall mean this Limited Liability Company Agreement for 731 Commercial LLC, as originally executed and as amended from time to time. 1.4 "ALEXANDER'S" shall mean Alexander's, Inc ., a Delaware corporation. 1.5 "ALEXANDER'S REIMBURSEMENT AGREEMENT" shall have the meaning provided in the Loan Agreement. 1.6 "BANKRUPTCY ACTION" shall have the meaning set forth in _____________ Alexander's, Inc – o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. In addition, the Company shall maintain its principal office at c/o Alexander's, Inc ., 888 Seventh Avenue, New York, New York 10019, or at such other place as Principal Manager may determine. The registered office, registered agent and principal office of the Company _____________ Alexander's, Inc – from time to time by Principal Manager. 2.5 ADDRESS OF MEMBER. The address of Member as the sole Member as of the date of this Agreement is c/o Alexander's, Inc ., 888 Seventh Avenue, New York, New York 10019, Attention: Chief Executive Officer. Any successor Member who is admitted shall notify the Member and the Company of its address upon _____________ Alexander's, Inc – assets, funds, liabilities or business functions of any other person or entity (other than (i) Residential SPE (a) as co-borrower under the Loan and (b) as co-obligor to Alexander's, Inc . under the Alexander's Reimbursement Agreement for the reimbursement of payments under the Guaranties and (ii) Alexander's and Residential SPE as co-obligors to Vornado under the Vornado _____________ Alexander's, Inc – IN WITNESS WHEREOF, Member and the Independent Managers have executed this Agreement, effective as of the date first written above. 731 COMMERCIAL HOLDING LLC a Delaware limited liability company By: Alexander's, Inc ., member By: /s/ Brian Kurtz --------------------------------- Name: Brian Kurtz ------------------------- Title: Assistant Secretary ------------------------- INDEPENDENT MANAGERS: /s/ Domenic A. Borriello ---------------------------------- Name: Domenic A. Borriello /s/ Kim E. Lutthans ---------------------------------- Name: Kim E. Lutthans _____________ dt 1424802 ; CTC Corporation Trust Co. ( Financial ) As referenced in this Limited Liability Company Agreement [Delaware]: Corporation Trust Company, – The registered office and registered agent of the Company in Delaware are c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. In dt 46738 ;	731 Commercial LLC
$60	Preview Full Doc	2003	Limited Partnership Agreement Limited Partnership Agreement (95K) Doc #113655: Click preview link for longer preview. LIMITED PARTNERSHIP AGREEMENT OF KOGER POST OAK LIMITED PARTNERSHIP THIS AGREEMENT of Limited Partnership is made and entered into as of December 2, 2002, by and between KOGER POST OAK, INC., a Delaware corporation ("KPO" or "General Partner"), and KOGER EQUITY, INC. ("KE" or "Limited Partner"). WITNESSETH: WHEREAS, the Partners desire to enter into this Agreement to more fully set forth their respective rights and obligations. IN WITNESS WHEREOF, the parties hereto do hereby agree to the following terms and conditions: Section 1. Definitions. As used in this Agreement, the following terms have the definitions as hereinafter indicated (unless otherwise specifically indicated): "Adjusted Capital Account Deficit" shall mean, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the applicable fiscal year after (i) crediting thereto any amounts which such Partner is, or is deemed to be, obligated to restore pursuant to Regulations ss. 1.704-2(g)(1) and ss. 1.704-2(i)(5) and (ii) debiting such Capital Account by the amount of the items described in Regulations ss. 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulation ss. 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. "Affiliate" means any Person that directly or indirectly Controls, is Controlled By, or is Under Common Control With any Partner, and any spouse, ancestor or lineal descendant of any individual Partner. "Agreement" means this Limited Partnership Agreement, as it may be amended or modified from time to time in accordance with Section 21. "Capital Account" means an amount computed as provided in Section 5.5. "Capital Contribution(s)" means, with respect to any Partner, the aggregate amount contributed by such Partner to the capital of the Partnership. "Capital Loan" shall have the meaning provided in Section 16.1 hereof. "Certificates" means any issue of securities issued in respect of a pool of mortgage loans that includes the First Mortgage. 113655	Citibank Citibank, NA As referenced in this Limited Partnership Agreement: Citibank, N.A. – association, limited liability company or other entity. "Prime Rate" shall mean the prime rate announced as such from time to time in the Citibank, N.A. as in effect from time to time. Any interest payable under this Agreement with reference to the Prime Rate shall be adjusted _____________ dt 145771 ; Koger Equity Koger Equity, Inc. ( Real Estate ) As referenced in this Limited Partnership Agreement: KOGER EQUITY, – and entered into as of December 2, 2002, by and between KOGER POST OAK, INC., a Delaware corporation ("KPO" or "General Partner"), and KOGER EQUITY, INC. ("KE" or "Limited Partner"). WITNESSETH: WHEREAS, the Partners desire to enter into this Agreement to more fully set forth their respective _____________ Koger Equity, – and 3050 Post Oak Boulevard, Houston, Texas. 4 {PAGE} "Purchase and Sale Agreements" shall mean that certain Agreement of Purchase and Sale between Koger Equity, Inc. and 4849 Greenville I, Ltd. dated October 4, 2002 and between Koger Equity, Inc. and West Oak/Nissei Associates dated October _____________ Koger Equity, – mean that certain Agreement of Purchase and Sale between Koger Equity, Inc. and 4849 Greenville I, Ltd. dated October 4, 2002 and between Koger Equity, Inc. and West Oak/Nissei Associates dated October 8, 2002. "Rating Agency" means any nationally recognized rating agency that has been requested _____________ KOGER EQUITY, – the same instrument. GENERAL PARTNER: KOGER POST OAK, INC., a Delaware corporation By: /S/ Thomas J. Crocker ------------------------------------------- Thomas J. Crocker, President LIMITED PARTNERS: KOGER EQUITY, INC. By: /S/ Thomas J. Crocker ------------------------------------------ Thomas J. Crocker, President 30 {PAGE} EXHIBIT A Legal description of Property 31 {PAGE} {TABLE} {CAPTION} _____________ Koger Equity, – Legal description of Property 31 {PAGE} {TABLE} {CAPTION} SCHEDULE A ----------- Column I Column II Limited Partners: Initial Contribution Percentage Interest ---------------- -------------------- ------------------- {S} {C} {C} Koger Equity, Inc. $2,997,000 99.9% 433 Plaza Real Suite 335 Boca Raton, FL 33432 General Partner: ---------------- Koger Post Oak, Inc. $3, _____________ dt 110691 ; Citibank Citibank, NA ( Financial ) As referenced in this Limited Partnership Agreement: Citibank, N.A. – association, limited liability company or other entity. "Prime Rate" shall mean the prime rate announced as such from time to time in the Citibank, N.A. as in effect from time to time. Any interest payable under this Agreement with reference to the Prime Rate shall be adjusted _____________ dt 145771 ;	Column Financial Column Financial, Inc. ( Financial ) As referenced in this Limited Partnership Agreement: Column Financial, – means as the term is defined in the Certificate of Incorporation of the General Partner. "IRS" means the Internal Revenue Service. "Lender" means Column Financial, Inc., a Delaware corporation, and its successors and assigns. "Limited Partner" shall mean KE. "Loan Documents" shall mean (i) the First Mortgage _____________ Column Financial, – under any of the loan documents entered into in connection with the First Mortgage and except for matters relating to the financing with Column Financial, Inc., the General Partner shall not individually or on behalf of the Partnership undertake, or cause to be taken, or to the _____________ dt 126072 ; Koger Post Oak Limited Partnership
$39	Preview Full Doc	2001	Registration Rights Agreement Registration Rights Agreement (45K) Doc #114427: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.4 {SEQUENCE}6 {PAGE} EXHIBIT 10.4 PRICE ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of _______, 2001 (this "AGREEMENT"), among Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership; Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership; Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited partnership; and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (collectively, the "INVESTORS"), and Price Enterprises, Inc., a Maryland corporation (the "COMPANY"). R E C I T A L S WHEREAS, the Investors have, pursuant to the terms of that certain Securities Purchase Agreement, dated as of March __, 2001, by and among the Company and the Investors (the "PURCHASE AGREEMENT"), agreed to purchase shares of 9% Series B Junior Convertible Redeemable Preferred Stock, par value $0.0001 per share, of the Company (the "SERIES B PREFERRED STOCK") and warrants to purchase an aggregate of 2,500,000 shares of Common Stock of the Company, par value $0.0001 per share ("COMMON STOCK"), at an exercise price of $8.25 per share (the "WARRANTS"); and WHEREAS, the shares of Series B Preferred Stock are convertible into shares of Common Stock; and WHEREAS, the Company has agreed, as a condition precedent to the Investors' obligations under the Purchase Agreement, to grant the Investors certain registration rights; and WHEREAS, the Company and the Investors desire to define the registration rights of the Investors on the terms and subject to the conditions herein set forth. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows: SECTION 1. DEFINITIONS As used in this Agreement, the following terms have the respective meanings set forth below: AFFILIATE: shall mean any Person or entity, directly or indirectly controlling, controlled by or under common control with such Person or entity; COMMISSION: shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act; EXCHANGE ACT: shall mean the Securities Exchange Act of 1934, as amended; HOLDER: shall mean any holder of Registrable Securities; {PAGE} INITIATING HOLDER: shall mean the Investors; PERMITTED TRANSFEREE: shall mean (a) an Affiliate or constituent partner of a Holder (including limited partners, retired partners, and spouses, ancestors, descendants and other members of such partners' immediate families, and trusts for the benefit of any such party) or (b) any Person who acquires at least [1,000,000] shares of Registrable Securities (as appropriately adjusted for stock splits, combinations, recapitalizations and the like); PROVIDED, HOWEVER, with respect to the Warrant and the shares of Common Stock issuable upon the exercise of the Warrant, "PERMITTED TRANSFEREE" shall mean any Person; PERSON: shall mean an individual, partnership, joint-stock company, corporation, trust or unincorporated organization, and a government or agency or political subdivision thereof; REGISTER, REGISTERED and REGISTRATION: shall mean a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement; REGISTRABLE SECURITIES: shall mean (A) shares of Common Stock issuable upon conversion of the Series B Preferred Stock, (B) shares of Common Stock issuable upon exercise of the Warrant, (C) any additional shares of Common Stock acquired by the Investors and (D) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Warrant, the shares of Series B Preferred Stock or Common Stock referred to in clause (A), (B) or(C); REGISTRATION EXPENSES: shall mean all expenses incurred by the Company in compliance with Sections 2(a) and (b) hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, fees and expenses of one counsel for all the Holders in an amount not to exceed $15,000, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company); SECURITY, SECURITIES: shall have the meaning set forth in Section 2(1) of 114427	Price Legacy Price Legacy Corp. ( Real Estate ) As referenced in this Registration Rights Agreement: PRICE LEGACY CORP – PRICE LEGACY CORP _____________ dt 1849814 ; Latham & Watkins Latham & Watkins ( Legal ) As referenced in this Registration Rights Agreement: Latham & Watkins, – S. Eric Ottesen (facsimile: (858) 675-9405), with a copy to Scott N. Wolfe, Esq., Latham & Watkins, 12636 High Bluff Drive, Suite 300, San Diego, California, 92130 or at such other dt 31107 ;	Willkie Farr Willkie Farr & Gallagher ( Legal ) As referenced in this Registration Rights Agreement: Willkie Farr – have been furnished the Company in writing, with a copy to Steven A. Seidman, Esq., Willkie Farr & Gallagher, 787 Seventh Avenue, New York, NY 10019. (ii) Any notice so addressed shall dt 32178
$41	Preview Full Doc	2003	Shareholder Agreement [Form] Shareholder Agreement [Form] (28K) Doc #115768: Click preview link for longer preview. FORM OF SHAREHOLDER AGREEMENT ___________ ___, 2003 Pennsylvania Real Estate Investment Trust PREIT Associates, L.P. The Bellevue 200 S. Broad Street Philadelphia, PA 19102 Re: Shareholder Agreement --------------------- Ladies and Gentlemen: Each of the undersigned (collectively, the "undersigned") understands and acknowledges that Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust ("PREIT Trust"), PREIT Associates, L.P., a Delaware limited partnership ("PREIT Partnership" and, together with PREIT Trust, "PREIT"), Crown American Realty Trust, a Maryland real estate investment trust ("Crown"), and Crown American Properties, L.P., a Delaware limited partnership ("Crown Partnership"), entered into an Agreement and Plan of Merger, dated as of May 13, 2003 (the "Merger Agreement"), pursuant to which, among other things, (i) Crown will be merged with and into PREIT Trust (the "Merger"), with PREIT Trust as the survivor of the Merger, and (ii) PREIT Partnership and Crown Partnership will consummate certain transactions contemplated in connection with the Merger, as described in the Merger Agreement, that will result in PREIT Partnership acquiring substantially all of the assets of Crown Partnership in exchange for limited partnership interests in PREIT Partnership. In connection with the Merger Agreement and the closing of the Merger, PREIT Partnership has made certain undertakings to the partners of Crown Partnership, consisting of the undersigned, who will become, directly or indirectly, limited partners in PREIT Partnership as a result of the Merger. Among those undertakings is the requirement that PREIT Partnership enter into a Tax Protection Agreement, dated as of the date hereof, with the undersigned (the "Tax Protection Agreement"), pursuant to which PREIT Partnership will agree to provide certain tax and debt protections to the undersigned, subject to certain terms and conditions. 115768	PREIT Pennsylvania Real Estate Investment Trust ( Real Estate ) As referenced in this Shareholder Agreement [Form]: Pennsylvania Real Estate Investment Trust – {DOCUMENT} {TYPE}EX-2 {SEQUENCE}10 {PAGE} Exhibit 2.8 FORM OF SHAREHOLDER AGREEMENT ___________ ___, 2003 Pennsylvania Real Estate Investment Trust PREIT Associates, L.P. The Bellevue 200 S. Broad Street Philadelphia, PA 19102 Re: Shareholder Agreement --------------------- Ladies and Gentlemen: Each of the _____________ Pennsylvania Real Estate Investment Trust, – S. Broad Street Philadelphia, PA 19102 Re: Shareholder Agreement --------------------- Ladies and Gentlemen: Each of the undersigned (collectively, the "undersigned") understands and acknowledges that Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust ("PREIT Trust"), PREIT Associates, L.P., a Delaware limited partnership ("PREIT Partnership" and, together with PREIT Trust, "PREIT"), _____________ Pennsylvania Real Estate Investment Trust – at such other address or telecopy number for a party as shall be specified by like notice from such party): if to PREIT: Pennsylvania Real Estate Investment Trust The Bellevue 200 South Broad Street Philadelphia, PA 19102 Attention: Bruce Goldman, Executive Vice President and General Counsel Facsimile: (215) 546-7311 _____________ Pennsylvania Real Estate Investment Trust – American Investment Company, a Delaware corporation By: ---------------------------------- Name: Title: Crown Delaware Holding Company, a Delaware Corporation By: ---------------------------------- Name: Title: {PAGE} Acknowledged and Agreed: Pennsylvania Real Estate Investment Trust a Pennsylvania business trust By: ---------------------------------- Name: Title: PREIT Associates, L.P. a Delaware limited partnership By: Pennsylvania Real Estate Investment Trust, its _____________ Pennsylvania Real Estate Investment Trust, – and Agreed: Pennsylvania Real Estate Investment Trust a Pennsylvania business trust By: ---------------------------------- Name: Title: PREIT Associates, L.P. a Delaware limited partnership By: Pennsylvania Real Estate Investment Trust, its general partner By: ---------------------------------- Name: Title: _____________ dt 110023 ; Drinker Biddle Drinker Biddle & Reath LLP ( Legal ) As referenced in this Shareholder Agreement [Form]: Drinker Biddle – Warren Gorrell, Jr., Esq. Stuart A. Barr, Esq. Facsimile: (202) 637-5910 9 {PAGE} and Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103-6996 Attention: Howard dt 35780 ; Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Shareholder Agreement [Form]: Hogan & Hartson – General Counsel Facsimile: (215) 546-7311 with a copy (which shall not constitute notice) to: Hogan & Hartson L.L.P. Columbia Square 555 13th Street, N.W. Washington, D.C. 20004-1109 dt 37289 ;	Reed Smith Reed Smith ( Legal ) As referenced in this Shareholder Agreement [Form]: Reed Smith – J. Hamilton Facsimile: (814) 536-9525 with a copy (which shall not constitute notice) to: Reed Smith LLP 435 Sixth Avenue Pittsburgh, PA 15219 Attention: David L. DeNinno, Esq. Facsimile: (412) dt 33362 ; Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Shareholder Agreement [Form]: Sullivan & Cromwell – Sixth Avenue Pittsburgh, PA 15219 Attention: David L. DeNinno, Esq. Facsimile: (412) 288-3218 and Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004-2498 Attention: Joseph C. Shenker, Esq. Facsimile: ( dt 31508 ; PREIT Associates, L.P.
$42	Preview Full Doc	2003	Standstill Agreement [Form] Standstill Agreement [Form] (22K) Doc #115770: Click preview link for longer preview. FORM OF STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this "Agreement") is dated as of _____________ ___, ____, by and among Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust ("PREIT"), PREIT Associates, L.P., a Delaware limited partnership ("PREIT Partnership"), Mark E. Pasquerilla, Crown Investments Trust, a Delaware business trust, Crown American Investment Company, a Delaware corporation, Crown Delaware Holding Company, a Delaware corporation, Crown Holding Company, a Pennsylvania corporation, and Crown American Properties, L.P., a Delaware limited partnership ("Crown Partnership" and, together with Mark E. Pasquerilla, Crown Investments Trust, Crown American Investment Company, Crown Delaware Holding Company and Crown Holding Company, the "Standstill Group"). W I T N E S S E T H: WHEREAS, PREIT, PREIT Partnership, Crown American Realty Trust ("Crown") and Crown Partnership have entered into an Agreement and Plan of Merger dated as of May 13, 2003 (the "Merger Agreement"), pursuant to which, among other things, (a) Crown will be merged with and into PREIT, with PREIT as the surviving trust (the "Merger"), and (b) Crown Partnership and PREIT Partnership will consummate certain transactions contemplated in connection with the Merger, in each case upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, in order to induce PREIT and PREIT Partnership to consummate the Merger Agreement, the members of the Standstill Group have agreed to and desire to enter into this Agreement prohibiting them from taking certain actions, directly or indirectly through others, following the Effective Time, as set forth below. NOW THEREFORE, in consideration of the foregoing and the covenants, conditions and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: A G R E E M E N T: 1. Definitions. Capitalized terms used herein and not defined are used as defined in the Merger Agreement. In addition, as used herein: (a) "Affiliate" means, (i) with respect to a Person, any member of such person's immediate family; (ii) with respect to an entity, any officer, director, trustee, general partner or managing member of such entity; and (iii) with respect to a Person or entity, 115770	PREIT Pennsylvania Real Estate Investment Trust ( Real Estate ) As referenced in this Standstill Agreement [Form]: Pennsylvania Real Estate Investment Trust, – PAGE} Exhibit 2.10 FORM OF STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this "Agreement") is dated as of _____________ ___, ____, by and among Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust ("PREIT"), PREIT Associates, L.P., a Delaware limited partnership ("PREIT Partnership"), Mark E. Pasquerilla, Crown Investments Trust, a _____________ Pennsylvania Real Estate Investment Trust – other address or telecopy number for a party as shall be specified by like notice from such party): 5 {PAGE} if to PREIT: Pennsylvania Real Estate Investment Trust The Bellevue 200 South Broad Street Philadelphia, PA 19102 Attention: Bruce Goldman, Executive Vice President and General Counsel Facsimile: (215) 546-7311 _____________ Pennsylvania Real Estate Investment Trust, – By: ----------------------------------- Name: Title: Crown Delaware Holding Company, a Delaware corporation By: ----------------------------------- Name: Title: {PAGE} Crown Holding Company, a Pennsylvania corporation By: ----------------------------------- Name: Title: Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust By: ----------------------------------- Name: Title: PREIT Associates, L.P., a Delaware limited partnership By: Pennsylvania Real Estate Investment Trust, its _____________ Pennsylvania Real Estate Investment Trust, – Name: Title: Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust By: ----------------------------------- Name: Title: PREIT Associates, L.P., a Delaware limited partnership By: Pennsylvania Real Estate Investment Trust, its general partner By: ------------------------------ Name: Title: _____________ dt 110024 ; Drinker Biddle Drinker Biddle & Reath LLP ( Legal ) As referenced in this Standstill Agreement [Form]: Drinker Biddle – Attention: J. Warren Gorrell, Jr., Esq. Stuart A. Barr, Esq. Facsimile: (202) 637-5910 and Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103-6996 Attention: Howard dt 35781 ; Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Standstill Agreement [Form]: Hogan & Hartson – General Counsel Facsimile: (215) 546-7311 with a copy (which shall not constitute notice) to: Hogan & Hartson L.L.P. Columbia Square 555 13th Street, N.W. Washington, D.C. 20004-1109 dt 37290 ;	Reed Smith Reed Smith ( Legal ) As referenced in this Standstill Agreement [Form]: Reed Smith – Facsimile: (814) 536-9525 6 {PAGE} with a copy (which shall not constitute notice) to: Reed Smith LLP 435 Sixth Avenue Pittsburgh, PA 15219 Attention: David L. DeNinno, Esq. Facsimile: (412) dt 33363 ; Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Standstill Agreement [Form]: Sullivan & Cromwell – Sixth Avenue Pittsburgh, PA 15219 Attention: David L. DeNinno, Esq. Facsimile: (412) 288-3218 and Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004-2498 Attention: Joseph C. Shenker, Esq. Facsimile: ( dt 31509 ; More...
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