Crown American Realty Trust Sample Contracts

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Warrant Agreement • June 12th, 1997 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania
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MANAGEMENT AGREEMENT
Management Agreement • April 22nd, 2003 • Crown American Realty Trust • Real estate investment trusts

THIS MANAGEMENT AGREEMENT (the "Agreement"), made as of the 31st day of March, 2003 between CROWN INVESTMENTS TRUST, having its principal address at Pasquerilla Plaza, Johnstown, Pennsylvania, 15901 ("Owner"), and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership, having its principal address at Pasquerilla Plaza, Johnstown, Pennsylvania, 15901 ("Agent").

EMPLOYMENT CONTINUATION AGREEMENT
Employment Continuation Agreement • May 3rd, 2002 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS AGREEMENT between Crown American Properties, L.P., a Delaware limited partnership (the "Company"), and (the "Executive"), dated as of as of this 25th day of February, 2002 .

THIRD AMENDMENT TO THE AMENDED AND RESTATED CASH FLOW SUPPORT AGREEMENT
Cash Flow Support Agreement • April 22nd, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED CASH FLOW SUPPORT AGREEMENT (this "Amendment") dated as of March 31, 2003, is entered into by and among CROWN INVESTMENTS TRUST, a Delaware business trust (the "Supporting Party"), CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership, (the "Operating Partnership") and CROWN AMERICAN FINANCING PARTNERSHIP, L.P., a Delaware limited partnership, formerly a Delaware general partnership (the "Financing Partnership" and together with the Operating Partnership, the "Partnerships").

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 8th, 2002 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of the 28th day of September, 2001 (this "Agreement"), by and between CROWN AMERICAN REALTY TRUST, a Maryland real estate investment trust (the "Company"), and NBOC BANK, a division of First Commonwealth Bank, successor in interest to National Bank of the Commonwealth (the "Bank").

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 2nd, 2002 • Crown American Realty Trust • Real estate investment trusts

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of August 23, 2002, between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation, solely on behalf and for the benefit of its Separate Account 8 known as the "Prime Property Fund" ("Seller"), and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership ("Purchaser").

CROWN PARTNERSHIP DISTRIBUTION AGREEMENT
Distribution Agreement • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS CROWN PARTNERSHIP DISTRIBUTION AGREEMENT (this "Agreement"), dated as of May 13, 2003, is entered into by and between CROWN AMERICAN REALTY TRUST, a Maryland real estate investment trust ("Crown"), and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership ("Crown Partnership").

SEVENTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P. (Oak Ridge Mall Transactions)
Agreement of Limited Partnership • April 22nd, 2003 • Crown American Realty Trust • Real estate investment trusts • Delaware

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P. (this "Amendment") is made and entered into as of March 31, 2003 by and among the undersigned parties.

CROWN AMERICAN REALTY TRUST 5,000,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENT
Underwriting Agreement • June 6th, 2002 • Crown American Realty Trust • Real estate investment trusts • New York
VOTING AGREEMENT (Form for Executive Officers and Non-Independent Trustees)
Voting Agreement • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS VOTING AGREEMENT (this "Agreement") is entered into as of May 13, 2003 by and among PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust ("PREIT"), PREIT ASSOCIATES, L.P., a Delaware limited partnership ("PREIT Partnership"), and[NAME] (such person, the "Crown Securityholder").

SECOND AMENDMENT TO THE AMENDED AND RESTATED CASH FLOW SUPPORT AGREEMENT
Cash Flow Support Agreement • August 14th, 2002 • Crown American Realty Trust • Real estate investment trusts

This Second Amendment to the Amended and Restated Cash Flow Support Agreement, is made as of this 17th day of May, 2002, by and between Crown Investments Trust, a Delaware business trust (the "Supporting Party") and Crown American Properties, L.P., a Delaware limited partnership (the "Operating Partnership") and Crown American Financing Partnership L.P., a Delaware limited partnership, formerly Crown American Financing Partnership, a Delaware General Partnership (the "Financing Partnership"), and together with the Operating Partnership (the "Partnerships").

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Maryland

THIS AMENDMENT TO RIGHTS AGREEMENT, dated as of May 13, 2003 (this "Amendment"), amending that certain Rights Agreement, dated as of January 20, 2000 (the "Original Rights Agreement" and as amended hereby the "Rights Agreement"), by and between Crown American Realty Trust, a Maryland real estate investment trust (the "Company"), and American Stock Transfer and Trust Company (the "Rights Agent").

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 2nd, 2002 • Crown American Realty Trust • Real estate investment trusts

This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of September 14, 2002, between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation, solely on behalf and for the benefit of its Separate Account 8 known as the "Prime Property Fund" ("Seller'), and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership ("Purchasers").

Option Agreement
Option Agreement • March 8th, 2002 • Crown American Realty Trust • Real estate investment trusts

THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by Crown American Properties, L.P. (the "Limited Partnership" and the "Employer") to (the "Optionee"), who is an employee of the Employer.

SECOND AMENDED AND RESTATED EXCHANGE AGREEMENT
Exchange Agreement • March 8th, 2002 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

This Second Amended and Restated Exchange Agreement (this "Agreement") is entered into as of September 28th, 2001, among NBOC Bank, a division of First Commonwealth Bank, successor in interest to National Bank of the Commonwealth, in its capacity as Lender pursuant to the Credit Agreement referred to herein (the "Lender"), Crown American Realty Trust, a Maryland real estate investment trust (the "REIT"), Crown American Properties, L.P., a Delaware limited partnership (the "Partnership"), Crown Investments Trust, a Delaware business trust ("Borrower" or "CIT") and Crown American Investment Company, a Delaware corporation ("CAIC").

AGREEMENT AND PLAN OF MERGER among PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, PREIT ASSOCIATES, L.P., CROWN AMERICAN REALTY TRUST, and CROWN AMERICAN PROPERTIES, L.P. Dated as of May 13, 2003
Merger Agreement • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

NOTE: The exhibits and schedules listed in the Table of Contents has been omitted from this exhibit. The registrant will provide copies of any of the omitted schedules or exhibits to the United States Securities and Exchange Commission upon request.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 2nd, 2002 • Crown American Realty Trust • Real estate investment trusts

THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of the 22nd day of July, 2002 (the "Effective Date"), by and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation, solely on behalf and for the benefit of its Separate Account 8 known as the "Prime Property Fund" ("Seller"), and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership ("Purchaser").

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 2nd, 2002 • Crown American Realty Trust • Real estate investment trusts

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of September 6, 2002, between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation, solely on behalf and for the benefit of its Separate Account 8 known as the "Prime Property Fund" ("Seller"), and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership ("Purchaser").

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
Assignment and Assumption of Purchase and Sale Agreement • December 2nd, 2002 • Crown American Realty Trust • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is dated and effective as of this 18th day of September, 2002 (the "Transfer Date"), between CROWN AMERICAN PROPERTIES, L.P. a Delaware limited partnership ("Assignor"), and CROWN AMERICAN VALLEY VIEW ASSOCIATES LIMITED PARTNERSHIP, a Pennsylvania limited partnership ("Assignee").

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 2nd, 2002 • Crown American Realty Trust • Real estate investment trusts

This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of September 13, 2002, between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation, solely on behalf and for the benefit of its Separate Account 8 known as the "Prime Property Fund" ("Seller"), and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership ("Purchaser").

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AGREEMENT OF EXCHANGE
Agreement of Exchange • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

AGREEMENT OF EXCHANGE dated this 13th day of May, 2003, between Crown Investments Trust, a Delaware business trust, with an address at Pasquerilla Plaza, Johnstown, PA 15901 ("CIT"), and Crown American Properties, L.P., Delaware limited partnership, with an address at Pasquerilla Plaza, Johnstown, PA 15901 ("CAP").

EIGHTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P. (Merger Transactions)
Eighth Amendment to Amended and Restated Agreement of Limited Partnership • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Delaware

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P. (this "Amendment") is made and entered into as of May 13, 2003 by and among the undersigned parties.

VOTING AGREEMENT
Voting Agreement • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS VOTING AGREEMENT (this "Agreement") is entered into as of May 13, 2003 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 ("MEP"), Crown Investments Trust, a Delaware business trust ("CIT"), and Crown American Investment Company, a Delaware corporation ("CAIC") (each of MEP, CIT and CAIC a "Crown Securityholder," and collectively, the "Crown Securityholders").

CROWN PARTNERSHIP CONTRIBUTION AGREEMENT
Contribution Agreement • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

This CROWN PARTNERSHIP CONTRIBUTION AGREEMENT (this "Contribution Agreement") is made as of May 13, 2003, by and between CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership ("Crown Partnership"), and PREIT ASSOCIATES L.P., a Delaware limited partnership ("PREIT Partnership").

EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2003 • Crown American Realty Trust • Real estate investment trusts

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this ____20th__ day of September, 1999 (the "Effective Date"), by and between Nicholas O. Antonazzo, an individual (hereinafter "Antonazzo"), and Crown American Properties, L.P., a Pennsylvania limited partnership (hereinafter "Crown"), intending to be legally bound hereby, agree as follows:

VOTING AGREEMENT (Form for Independent Trustee)
Voting Agreement • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS VOTING AGREEMENT (this "Agreement") is entered into as of May 13, 2003 by and among PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust ("PREIT"), PREIT ASSOCIATES, L.P., a Delaware limited partnership ("PREIT Partnership"), and [NAME] (the "Crown Securityholder").

FOURTH AMENDMENT TO AMENDED AND RESTATED CASH FLOW SUPPORT AGREEMENT
Cash Flow Support Agreement • May 15th, 2003 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS FOURTH AMENDMENT TO THE AMENDED AND RESTATED CASH FLOW SUPPORT AGREEMENT (this "Amendment") dated as of May 13, 2003, is entered into by and among CROWN INVESTMENTS TRUST, a Delaware business trust (the "Supporting Party"), CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership, (the "Operating Partnership") and CROWN AMERICAN FINANCING PARTNERSHIP, L.P., a Delaware limited partnership, formerly a Delaware general partnership (the "Financing Partnership" and together with the Operating Partnership, the "Partnerships").

FIRST AMENDMENT TO SALE AGREEMENT
Sale Agreement • December 2nd, 2002 • Crown American Realty Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO SALE AGREEMENT ("Amendment") is made between METROPOLITANERICAN LIFE INSURANCE COMPANY, a New York corporation, as Seller, and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership, as Purchaser dated September 11, 2002.

EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2002 • Crown American Realty Trust • Real estate investment trusts • Pennsylvania

THIS AGREEMENT is by and between Crown American Properties, L.P. a Delaware Limited Partnership, having its principal place of business at Johnstown, Pennsylvania (Employer) and Terry L. Stevens (Employee).

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