TERMINATION OF MANAGEMENT AND LEASING AGREEMENT
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THIS TERMINATION OF MANAGEMENT AND LEASING AGREEMENT ("Agreement") is
made and entered into as of the 28th day of April, 2003, by and between NEW
CASTLE ASSOCIATES, a Pennsylvania limited partnership ("Owner"), and
PREIT-RUBIN, INC., a Pennsylvania corporation (formerly known as The Rubin
Organization, Inc.) ("Agent").
W I T N E S S E T H:
WHEREAS, Owner and Agent are parties to a Real Estate Management and
Leasing Agreement dated as of January 1, 1997 (as amended, the "Management
Agreement") with respect to the Christiana Mall (the "Property"); and
WHEREAS, Owner has agreed to sell the Property to Christiana Mall, LLC
("Buyer"); and
WHEREAS, in light of such pending sale of the Property, Owner and Agent
desire to terminate the Management Agreement pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Owner and Agent agree as follows:
1. The Management Agreement is terminated effective as of the date
Owner transfers title to the Property to Buyer.
2. Notwithstanding the termination of the Management Agreement, the
parties shall comply with all obligations contained in the Management Agreement
that are intended to survive such termination, including without limitation
Sections 3.5, 7.3 and 7.4 thereof; provided, however, the aggregate commission
that will be due Agent as result of the closing of the sale of the Property to
Buyer is Two Million Dollars ($2,000,000.00), which commission will be paid at
closing.
3. This Agreement and the Management Agreement constitute the entire
agreement of the parties hereto and supersede any prior understandings or
written or oral agreements between such parties with respect to the subject
matter hereof.
4. This Agreement may not be amended or modified except in writing
signed by all of the parties hereto.
5. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania.
6. Each of the parties hereto hereby agrees, at the request of any
other parties hereto, to execute and deliver all such other and additional
instruments and documents and to do such other acts and things as may be
reasonably necessary or appropriate to carry out the intent and purposes of this
Agreement.
7. Except as otherwise required by law or provided herein, this
Agreement shall not be assignable. If this Agreement is assigned by operation of
law, it shall be binding upon and inure to the benefit of and be enforceable by
the parties hereto and their respective successors and assigns.
8. If any provision of this Agreement shall be declared to be invalid,
illegal or unenforceable, such provision shall survive to the extent it is not
so declared, and the validity, legality and enforceability of the other
provisions hereof shall not in any way be affected or impaired thereby, unless
such action would substantially impair the benefits to any party hereto of the
remaining provisions of this Agreement.
9. This Agreement may be executed simultaneously or in two (2) or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.
SELLER:
NEW CASTLE ASSOCIATES, a Pennsylvania limited partnership
By: Pan American Associates, its general partner
By: Pan American Office Investments, LP, its general
partner
By: Pan American Office Investments-GP, Inc.,
a Pennsylvania corporation
By: /s/ George F. Rubin
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Name: George F. Rubin
Title: Vice President
AGENT:
PREIT-RUBIN, INC.
By: /s/ Jeffrey Linn
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Name: Jeffrey A. Linn
Title: Executive Vice President
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