PREIT CONTRIBUTION AGREEMENT AND
GENERAL ASSIGNMENT AND BILL OF SALE
THIS PREIT CONTRIBUTION AGREEMENT AND GENERAL ASSIGNMENT AND
BILL OF SALE (the "Agreement") is made as of the 30th day of September, 1997
by and between 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 the TRO Contribution
Agreement dated as of July 30, 1997, among PREIT, the Partnership, The Rubin
Organization, Inc. ("TRO"), The Rubin Organization-Illinois, Inc. and the
shareholders of TRO, as amended by the First Amendment to TRO Contribution
Agreement dated as of September 30, 1997 (as amended, the "TRO Contribution
Agreement"). Closing under the TRO Contribution Agreement is occurring on the
date hereof.
The Partnership was formed on June 30, 1997 in view of the
transactions contemplated in the TRO Contribution Agreement. PREIT is the sole
general partner of the Partnership. PREIT Property Trust, a Pennsylvania
business trust ("PREIT Subsidiary"), has been the sole limited partner of the
Partnership prior to the issuance of limited partner interests on the date
hereof as contemplated in the TRO Contribution Agreement.
Pursuant to the TRO Contribution Agreement, PREIT agreed to
contribute all or substantially all of its assets to the Partnership in
accordance with a plan of contribution set forth as an exhibit to the TRO
Contribution Agreement.
The parties hereto desire to enter into this Agreement to
memorialize the contemplated contribution and the issuance by the Partnership
to PREIT and PREIT Subsidiary of general partner interests and Class A limited
partner interests in the Partnership in exchange therefor.
In order to take title to certain of the assets and
properties held by PREIT and its subsidiaries, the Partnership has organized
several limited liability companies, trusts and limited partnerships, all of
the equity of which is owned, directly or indirectly, by the Partnership (such
entities, together with the Partnership, the "Partnership Group").
NOW, THEREFORE, in consideration of the foregoing premises
and the mutual covenants and agreements contained herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Definitions. Capitalized terms not otherwise
defined herein shall have the meanings assigned to them in the
TRO Contribution Agreement.
2. Contribution of PREIT Assets. On the date hereof, PREIT
is contributing to the Partnership Group all of the assets and properties of
PREIT other than the assets and properties specifically listed on Exhibit A
hereto. The Partnership acknowledges that all of such contributions are being
made "as is", without recourse of any kind whatsoever and without the benefit
of any representations or warranties of any kind or nature. It is understood
by PREIT and the Partnership that PREIT and certain of its subsidiaries,
contemporaneously with the execution and delivery of this Agreement, are
further executing and delivering to the Partnership Group certain assignments,
deeds and other instruments of transfer in addition to the general assignment
and bill of sale set forth in Section 4 below. The purpose of these other
instruments, together with such general assignment and bill of sale, is to
implement, facilitate and otherwise effect the transfers contemplated by the
first sentence of this Section 2.
3. Issuance of Units. In consideration of the contributions
referred to in Section 2 above, the Partnership is issuing on the date hereof
(i) to PREIT 93,258.8424 units of general partner interest in the Partnership
and (ii) at the direction of PREIT, to PREIT Subsidiary 8,586,339.158 Class A
Units.
4. General Assignment and Bill of Sale. PREIT ("Assignor"),
for value received from the Partnership ("Assignee"), does hereby sell,
convey, transfer, assign and deliver to Assignee, its successors and assigns
all of the right, title and interest of Assignor in and to all of Assignor's
assets and properties other than those listed in Exhibit A hereto and those
listed in the plan of contribution listed in Exhibit B hereto, together with
the appurtenances thereof, to have and to hold the same forever to its and
their own proper use and benefit.
Assignor shall, at any time and from time to time, at the
written request of Assignee, execute and deliver to Assignee all other and
further instruments as are reasonably necessary to vest in Assignee full
right, title and interest in or to any of the assets intended to be conveyed
hereby.
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Assignor hereby constitutes and appoints Assignee, its
successors and assigns, its true and lawful attorney, with full power of
substitution, in the name of the Assignor and on behalf and for the benefit of
Assignee, its successors and assigns, to demand and receive from time to time
any and all property of Assignor hereby conveyed, transferred, assigned and
delivered or intended so to be; to give receipts, releases and acquittances
for or in respect of the same or any part thereof; from time to time to
institute and prosecute in the name of Assignor or otherwise any and all
proceedings at law or in equity or otherwise, which Assignee, its successors
and assigns may deem proper to collect, assert or enforce any claim, title,
right or debt and to defend and compromise any and all actions, suits or
proceedings in respect of any of the properties hereby assigned and
transferred or intended so to be, that Assignee, its successors or assigns
shall deem desirable.
5. Assumption of Liabilities. PREIT hereby assigns,
transfers, sets over and delegates to the Partnership, and the Partnership
hereby assumes, agrees to pay and become liable for payment, performance and
discharge of, when due, all of the liabilities and obligations of PREIT.
6. Assignment and Benefit.
(a) The parties hereto shall not assign this
Agreement or any rights hereunder, or delegate any obligations hereunder,
without prior written consent of the other party. Subject to the foregoing,
this Agreement and the rights and obligations set forth herein shall inure to
the benefit of, and be binding upon, the parties hereto, and each of their
respective successors, heirs and assigns.
(b) This Agreement shall not be construed as
giving any person, other than the parties hereto and their permitted
successors, heirs and assigns, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any of the provisions herein
contained, this Agreement and all provisions and conditions hereof being
intended to be, and being, for the sole and exclusive benefit of such parties,
and permitted successors, heirs and assigns and for the benefit of no other
person or entity.
7. Severability. The invalidity or unenforceability of any
particular provision, or part of any provision, of this Agreement shall not
affect the other provisions or parts hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provisions or
parts were omitted.
8. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an orig-
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inal, but all of such counterparts together shall be deemed to be
one and the same instrument.
9. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings.
10. Governing Law. This Agreement is made pursuant to, and
shall be construed and enforced in accordance with, the laws of the
Commonwealth of Pennsylvania (and United States federal law, to the extent
applicable), irrespective of the principal place of business, residence or
domicile of the parties hereto, and without giving effect to otherwise
applicable principles of conflicts of law.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the date first above written.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By: /s/ Sylvan M. Cohen
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Name:
Title:
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate
Investment Trust, its
general partner
By: /s/ Sylvan M. Cohen
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Name:
Title:
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