FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT is made as of
September 30, 1997 by and among TRO PREDEVELOPMENT, LLC, a Delaware limited
liability company (the "Contributors"), PENNSYLVANIA REAL ESTATE INVESTMENT
TRUST, a Pennsylvania business trust ("PREIT"), and PREIT ASSOCIATES, L.P., a
Delaware limited partnership (the "Partnership").
Background
The parties hereto are parties to a Contribution Agreement
dated as of July 30, 1997 (the "Original Agreement").
The parties desire to enter into this Agreement to make
certain amendments to the Original Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants and agreements contained herein,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Original Agreement. The
term Designee shall mean an entity that is wholly owned directly or in
directly by the Partnership and that is designated by the Partnership to the
Contributor.
2. Amendment Relating to Contributors.
(a) Section 2.1 of the Original Agreement is hereby
amended by the insertion of the words "and/or the Designee" immediately
following the word "Partnership" in both places such word appears in Section
2.1.
(b) Section 2.2 of the Original Agreement is hereby
amended by the insertion of the words "and/or the Designee" immediately
following the word "Partnership" in the ninth, fifteenth, seventeenth and
twenty-first lines of Section 2.2.
(c) Section 3.2 of the Original Agreement is hereby
amended by the insertion of the words "and/or the Designee" immediately
following the word "Partnership" in the seventh line.
(d) Section 12.15(a) of the Original Agreement is
hereby amended by the insertion of the words "and/or the Designee" immediately
following the word "Partnership" in the fifth line from the bottom of the
paragraph.
(e) Section 12.15(b) of the Original Agreement is
hereby amended by the insertion of the words "and/or the Designee" immediately
following the word "Partnership" in the last line of the paragraph.
(f) Section 12.16(a) of the Original Agreement is
hereby amended by the insertion of the words "and/or the Designee" immediately
following the word "Partnership" in the eighth line of the paragraph.
(g) Section 12.16(b) of the Original Agreement is
hereby amended by the insertion of the words "and/or the Designee" immediately
following the word "Partnership" the first time it appears in the eighth and
each time it appears in nineteenth and twenty-sixth lines of such paragraph.
3. Amendment Relating to Certain Actions at Closing.
(a) Sections 3(a) and 3(b) of Schedule A to the
Original Agreement are hereby amended by inserting the words "and/or the
Designee" immediately following the words "Partnership" where it appears in the
first line of Sections 3(a) and 3(b).
(b) Section B-1 to the Original Agreement is amended
by inserting the following paragraph under the Section entitled "Assigned
Contracts":
"VII. Letter Agreement dated March 26, 1996,
among The Goldenberg Group, Kenneth B. Goldenberg, Ronald Rubin and The Rubin
Organization, Inc. and the Letter Agreement of July 30, 1997, among The
Goldenberg Group and Ronald Rubin, with respect to all rights to become an
equity owner of one or more partnerships or other entities that own or will own,
and to otherwise participate in the development, leasing, management and
ownership of the Metroplex Site and RRC Site."
4. Acknowledgement Regarding the Goldenberg Agreement and
Equity Fund. The parties hereto acknowledge that all rights under the Goldenberg
Agreement relating to the Equity Fund are being conveyed on the date hereof to
the Partnership in accordance with the terms of the TRO Contribution Agreement.
The Contributors hereby represent and warrant to the Partnership that they have
no interest in the Equity Fund or any rights with respect thereto.
5. Confirmation. The Original Agreement, as amended hereby, is
ratified and confirmed in all respects.
6. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, and
delivered by means of facsimile
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transmission or otherwise, each of which when so executed and delivered shall
be deemed to be an original and all of which when taken together shall
constitute but one and the same Amendment. If any party hereto elects to
execute and deliver a counterpart signature page by means of facsimile
transmission, it shall deliver an original of such counterpart to each of the
other parties hereto within ten business days of the date hereof, but in no
event will the failure to do so affect in any way the validity of the
facsimile signature or its delivery.
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IN WITNESS WHEREOF, each of the parties hereto has duly
executed this Agreement, all as of the date first above written.
TRO PREDEVELOPMENT, LLC
By: /s/ Ronald Rubin
--------------------------------
Name:
Title:
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By: /s/ Jonathan B. Weller
--------------------------------
Name:
Title:
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate
Investment Trust, its
general partner
By: /s/ Jonathan B. Weller
----------------------------
Name:
Title:
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