Exhibit 10.5
EXCLUSIVE GLOBAL SUBCONTRACT
AGREEMENT (RELATED PARTY) BY AND
BETWEEN CENTRO NP AND CENTRO SUPER MANAGEMENT JOINT VENTURE 2,
LLC
THIS AGREEMENT, made as of this 28
th day of March, 2008, and effective as of
April 20, 2007, by and between Centro NP LLC, a Maryland
limited liability company, with offices at 420 Lexington Avenue,
New York, New York, 10170 (“ Manager ”), and
Centro Super Management Joint Venture 2, LLC, a Delaware limited
liability company, with offices at 420 Lexington Avenue, New York,
New York, 10170 (hereinafter called “ Sub-Manager
”).
W I T
N E S S E T H
:
WHEREAS, pursuant to the agreements listed in
Schedule A hereto (hereinafter called the “ Related Party
Management Agreements ”), Manager and/or its subsidiaries
have contracted to act as manager for certain properties
owned by Manager and its subsidiaries (hereinafter called the
“ Projects ”) with responsibilities for, among
other things, managing, operating, maintaining, leasing, and
servicing such properties on behalf of the owners of the
Projects;
WHEREAS, Manager desires that Sub-Manager
provide the services required to be provided by Manager under the
Related Party Management Agreements; and
NOW
THEREFORE, in consideration of the mutual promises hereafter
contained, and of the sum of ONE DOLLAR ($1.00), by each to the
other in hand paid, the receipt hereof is hereby acknowledged, the
parties hereto, intending to be legally bound, covenant and agree
with each other as following:
1.
Employment .
Manager hereby employs Sub-Manager as its sole
and exclusive agent to perform the professional and other services
described in and required by this Agreement to be performed by
Sub-Manager with respect to the Related Party Management
Agreements, and Sub-Manager undertakes said employment as the
exclusive manager of the Projects and on all other terms,
conditions, provisions and qualifications set forth in this
Agreement.
Manager hereby constitutes and appoints the
Sub-Manager and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full
power and authority in the place and stead of Manager and in the
name of Manager or in its own name, from time to time in the
Sub-Manager’s discretion, for the purpose of carrying out the
obligations of Manager under the Related Party Management
Agreements and to take any and all appropriate action and to
execute any and all documents and instruments which may be
necessary or desirable to accomplish such obligations in the name
of and on behalf of Manager.
2.
Services .
Sub-Manager shall perform all services required
to be performed by Manager pursuant to the Related Party Management
Agreements.
1
3.
Sub-Manager’s Authority to Contract .
Sub-Manager is hereby authorized to enter into
contracts relating to the Projects to the extent the Manager is so
permitted under the Related Party Management Agreements.
4.
Term and Termination .
The
term of this Agreement shall commence on the date hereof (“
Commencement Date ”) and shall extend until canceled
by Manager as to any specified Projects (or as to all Projects);
provided, however, that once this Agreement is cancelled as to any
individual Project, the entire Agreement is cancelled as to that
specified Project or Projects (i.e., this Agreement may not be
terminated in part as to any specified Project).
5.
Compensation .
To
the extent Manager receives such payment under the Third Party
Management Agreements, Manager shall reimburse Sub-Manager for all
direct and indirect costs and expenses incurred by Sub-Manager in
carrying out the duties imposed on Sub-Manager by the terms of this
Agreement, including, without limitation, based upon a reasonable
allocation of such costs made by Sub-Manager, of the cost of
Sub-Manager’s overhead and non-specific costs that otherwise
can not be allocated to the Projects, professional fees (including
legal, audit, advisory, directors’, management executive
service, and similar fees) corporate insurance expense (including,
without limitation, directors’ and officers’ insurance)
and other expenses of a similar nature (collectively, “
Costs and Expenses ”). Subject in all respects to the
Deferral and Subordination of Compensation provision set forth in
Section 6 hereof, such Costs and Expenses shall be payable
monthly based on the costs estimated to be reimbursed by Manager to
Sub-Manager over a twelve (12) month period with a reconciliation
done at the end of each calendar year. Manager agrees that, to the
extent permitted under the terms of the Third Party Management
Agreements, it shall submit promptly the expenses of Sub-Manager in
connection with its performance of its obligations hereunder to the
counterparties to the Third Party Management Agreements for
reimbursement thereunder. The compensation payable to
Sub-Manager shall be equal to an annual fee of five percent (5%) of
the Costs and Expenses (the “ Management Fee
”).
6.
Subordination of Compensation .
(a)
Notwithstanding anything to the contrary in Section 5 hereof,
no portion of any Management Fee or Leasing Commission shall be due
and payable to Sub-Manager until such time as the Senior
Indebtedness is Paid-in-Full (as such terms are defined below)
unless otherwise agreed to in writing by the holders of the Senior
Indebtedness, the obligation of Manager to pay such amounts being
deferred without cost or penalty.
(b)
This Agreement and
