FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DLC REALTY, L.P. a Delaware limited partnershipLimited Partnership Agreement • July 9th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DLC REALTY, L.P., dated as of , 2010 is entered into by and among DLC Realty Trust, Inc., a Maryland corporation (the “General Partner”), and the limited partners listed on Exhibit A hereto (each a “Limited Partner”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 30th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2010, by and between DLC REALTY TRUST, INC., a Maryland corporation (the “Company” or the “Indemnitor”), and (the “Indemnitee”).
FORM OF TAX PROTECTION AGREEMENTTax Protection Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 by and among DLC Realty Trust Inc., a Maryland corporation (the “REIT”), DLC Realty, L.P., a Delaware limited partnership (the “Partnership”), Adam Ifshin and Stephen Ifshin (each a “Protected Partner,” and collectively the “Protected Partners”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT dated as of ______, 2010 (the “Effective Date”), by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and Michael Cohen (the “Executive”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of , 2010, is made and entered into by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 hereto.
a Maryland corporation) Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • August 10th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • New York
The Company and the Operating Partnership understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
CREDIT AGREEMENT Dated as of , 2010 among DLC REALTY, L.P., as Borrower, DLC REALTY TRUST, INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, BARCLAYS CAPITAL, as Syndication Agent and The Other Lenders Party Hereto...Credit Agreement • August 11th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of , 2010, among DLC REALTY, L.P., a Delaware limited partnership (“Borrower”), DLC REALTY TRUST, INC., a Maryland corporation and the sole general partner of Borrower (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 29th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • New York
THIS AGREEMENT is made by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”) and [•] (the “Grantee”), dated as of the [•] day of [•], 2010.
CREDIT AGREEMENT Dated as of , 2010 among DLC REALTY, L.P., as Borrower, DLC REALTY TRUST, INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, BARCLAYS CAPITAL, as Syndication Agent and The Other Lenders Party Hereto...Credit Agreement • August 10th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of , 2010, among DLC REALTY, L.P., a Delaware limited partnership (“Borrower”), DLC REALTY TRUST, INC., a Maryland corporation and the sole general partner of Borrower (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 29th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is made as of , 2010, between DLC CLIENT SERVICES, LLC, a Delaware limited liability company (successor by merger to DLC MANAGEMENT CORPORATION, a New York corporation) with offices at 580 White Plains Road, Third Floor, Tarrytown, New York 10591 (hereinafter referred to as the “Managing Agent”), and [OWNER], a Delaware limited liability company, with offices at 580 White Plains Road, Third Floor Tarrytown, New York 10591 (hereinafter referred to as the “Owner”).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Maryland
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of April , 2010 (this “Agreement”) and is effective as of the Closing Date (as defined below), by and among DLC Realty Trust, Inc., a Maryland corporation (the “Company”), which intends to qualify as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes, and DLC Realty, L.P., a Delaware limited partnership and subsidiary of the Company (“DLC OP,” and collectively with the Company, the “Consolidated Entities”) on the one hand, and Messrs. Adam Ifshin and Stephen Ifshin on the other hand (such individuals collectively, the “Principals”).
FORM OF TAX PROTECTION AGREEMENTTax Protection Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 by and among DLC Realty Trust Inc., a Maryland corporation (the “REIT”), DLC Realty, L.P., a Delaware limited partnership (the “Partnership”), and each of the persons set forth on Schedule 2.1 hereof (each a “Protected Partner,” and collectively the “Protected Partners”).
IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENTIrrevocable Exchange and Subscription Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Maryland
This Irrevocable Exchange and Subscription Agreement is made and entered into as of April , 2010 (this “Agreement”), by and among DLC Realty Trust, Inc., a Maryland corporation (the “Company”), which intends to qualify as a real estate investment trust (a “REIT”) for federal income tax purposes, DLC Realty, L.P., a Delaware limited partnership (“DLC OP”), Mr. Adam Ifshin, Mr. Stephen Ifshin (together, the “Principals”) and the members and limited partners of the Existing Entities (as defined below) set forth on the signature page hereto (each such member and limited partner an “Existing Member” and, collectively, the “Existing Members”). The Existing Members and the Principals are herein collectively referred to as the “Exchanging Members.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Confidential Offering Memorandum, as defined below.
LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • July 30th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • New York
WHEREAS, the Company maintains the DLC Realty Trust, Inc. 2010 Equity Incentive Plan (as amended from time to time, the “Plan”) (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);
FORM OF MANAGEMENT AGREEMENTManagement Agreement • June 29th, 2010 • DLC Realty Trust, Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of , 2010, between DLC Client Services, LLC, a Delaware limited liability company, with offices at 580 White Plains Road, Third Floor, Tarrytown, New York 10591 (hereinafter referred to as the “Managing Agent”), and [OWNER], with offices at 580 White Plains Road, Third Floor Tarrytown, New York 10591 (hereinafter referred to as the “Owner”).
