KRAMONT REALTY TRUST
LETTER AGREEMENT DATED DECEMBER 30, 2002
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>w67576exv10w2.txt
<DESCRIPTION>LETTER AGREEMENT DATED DECEMBER 30, 2002
<TEXT>
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                                                                    Exhibit 10.2




                                                               December 30, 2002

Cohen & Steers Capital Advisors, LLC
757 Third Avenue
New York, New York  10017

            Re:   Placement of Securities of Kramont Realty Trust

Dear Sirs:

      This letter (the "Agreement") confirms our agreement to retain Cohen &
Steers Capital Advisors, LLC (the "Placement Agent") as our exclusive agent for
a period commencing on the date of this letter and terminating on January 15,
2003, unless extended by the parties, to introduce Kramont Realty Trust, a
Maryland real estate investment trust (the "Company"), to certain investors as
prospective purchasers (the "Offer") of up to 2,090,000 common shares of
beneficial interest of the Company, par value $0.01 per share (the "Securities")
(assuming the maximum number of common shares is issued and sold). The
engagement described herein (i) may be terminated by the Company at any time
prior to the Initial Closing Date (as defined below) and (ii) shall be in
accordance with applicable laws and pursuant to the following procedures and
terms and conditions:

            1.    The Company will:

            (a)   Cause the Company's independent public accountants to address
      and deliver to the Company, the Placement Agent and the Purchasers (as
      such term is defined in the Purchase Agreement dated the date hereof
      between the Company and the purchasers party thereto (the "Purchase
      Agreement")) (i) a letter or letters (which letters are frequently
      referred to as "comfort letters") dated the date hereof, and (ii) if so
      requested by any Purchaser, a "bring-down" letter, one delivered on and
      dated each date on which the sale of all or a portion of the Securities is
      consummated pursuant to the Purchase Agreement (as defined below) (each
      such date, a "Closing Date" and the time of such consummation on any such
      Closing Date, a "Closing," the first such Closing Date, the "Initial
      Closing Date" and the Closing on the Initial Closing Date, the "Initial
      Closing," and the final such Closing Date, the "Final Closing Date" and
      the Closing on the Final Closing Date, the "Final Closing"), which, with
      respect to the letter referred to in clause (i) above, will be
      substantially in the form attached hereto as Annex I, and with respect to
      the letter or letters referred to in clause (ii) above, will be in form
      and substance reasonably satisfactory to the Placement Agent.


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            (b)   On the Initial Closing Date, cause outside counsel to the
      Company to deliver opinions to the Placement Agent and the Purchasers
      substantially in the form of Annex II and Annex III hereto and cause the
      general counsel of the Company to deliver opinions to the Placement Agent
      and the Purchasers substantially in the form of Annex IV hereto.

            (c)   As soon as practicable, apply for listing the Securities for
      trading on the New York Stock Exchange, Inc. ("NYSE") and will use its
      best efforts to obtain approval from the NYSE with respect to such listing
      on or prior to the Initial Closing Date.

            (d)   Prior to Final Closing, the Company shall not sell or approve
      the solicitation of offers for the purchase of additional Securities in
      excess of the amount which shall be authorized by the Company or in excess
      of the aggregate offering price of the Securities registered pursuant to
      the Registration Statement (as defined below).

            2. The Company authorizes the Placement Agent to use the Prospectus
(as defined below) in connection with the Offer for such period of time as any
such materials are required by law to be delivered in connection therewith and
the Placement Agent agrees to do so.

            3. (a) The Placement Agent will use reasonable efforts on behalf of
the Company in connection with the Placement Agent's services hereunder. No
offers or sales of Securities shall be made to any person without the prior
approval of such person by the Company, such approval to be at the reasonable
discretion of the Company. The Placement Agent's aggregate fee for its services
hereunder will be $300,000. Such fee shall be payable by the Company at and
subject to the consummation of the Initial Closing. The Company, upon
consultation with the Placement Agent, may establish in the Company's reasonable
discretion a minimum amount of Securities to be sold in the offering
contemplated hereby, which minimum amount shall be reflected in the Prospectus.
The Placement Agent will not enter into any agreement or arrangement with any
broker, dealer or other person in connection with the placement of Securities
(collectively, "participating person(s)") which will obligate the Company to pay
additional fees or expenses to or on behalf of a participating person without
the prior written consent of the Company, it being understood that Jeffries &
Company will be acting as settlement agent ("Settlement Agent") in connection
with the Offer and the Company will pay the fees and expenses of the Settlement
Agent in connection therewith.

            (b)   The Company agrees that it will pay the costs and expenses
incident to the performance of the obligations hereunder whether or not any
Securities are offered or sold pursuant to the Offer, including, without
limitation (i) all reasonable and customary mailing and handling costs and
expenses incurred by dealers and brokers (including your counsel) (subject to
the last sentence of paragraph 3(a)), commercial banks, trust companies and
nomi-
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nees incurred in forwarding the Prospectus to their customers, (ii) the filing
fees and expenses, if any, incurred with respect to any filing with the NYSE,
(iii) all costs and expenses incident to the preparation, issuance, execution
and delivery of the Securities, (iv) all costs and expenses (including filing
fees) incident to the preparation, printing and filing under the Securities Act
of 1933, as amended (the "Act"), of the Registration Statement and the
Prospectus, including, without limitation, in each case, all exhibits,
amendments and supplements thereto, (v) all costs and expenses incurred in
connection with the required registration or qualification of the Securities
issuable under the laws of such jurisdictions as the Placement Agent may
designate, if any (including, without limitation, reasonable fees of counsel for
the Placement Agent and its reasonable disbursements), (vi) all costs and
expenses incurred by the Company in connection with the printing (including word
processing and duplication costs) and delivery of the Prospectus and
Registration Statement (including, without limitation, any preliminary and
supplemental blue sky memoranda) including, without limitation, mailing and
shipping, (vii) all fees and expenses incurred in marketing the Offer, and
(viii) the fees and disbursements of Proskauer Rose LLP, counsel to the Company,
and any other counsel to the Company, and BDO Seidman, LLP, auditors to the
Company. In addition, the Company agrees to reimburse the Placement Agent for
all out-of-pocket expenses of the Placement Agent in connection with the Offer,
including, without limitation, the reasonable legal fees, expenses and
disbursements of the Placement Agent's counsel in connection with the Offer;
provided, however, that the Company shall not be obligated to reimburse the
Placement Agent or pay the Placement Agent's counsel for any legal fees,
expenses and disbursements incurred in connection with the Offer in excess of
$75,000.

4.         The Company and the Placement Agent hereby agree as follows:

            (a)   The Company will indemnify and hold harmless the Placement
      Agent and each of its respective partners, directors, officers,
      associates, affiliates, subsidiaries, employees, consultants, attorneys
      and agents, and each person, if any, controlling the Placement Agent or
      any of its affiliates within the meaning of either Section 15 of the Act
      or Section 20 of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), from and against any and all losses, claims, damages,
      liabilities or costs (and any reasonable legal or other expenses incurred
      by such Placement Agent in investigating or defending the same or in
      giving testimony or furnishing documents in response to a request of any
      government agency or to a subpoena) in any way relating to, arising out of
      or caused by any untrue statement or alleged untrue statement of a
      material fact contained in the Registration Statement or in the Prospectus
      or in any way relating to, arising out of or caused by any omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading. Such indemnity
      agreement shall not, however, apply to any such loss, claim, damage,


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      liability, cost or expense (i) if such statement or omission was made in
      reliance upon or in conformity with information furnished in writing to
      the Company by the Placement Agent or its affiliates expressly for use in
      the Prospectus Supplement, or (ii) which is held in a final judgment of a
      court of competent jurisdiction (not subject to further appeal) to have
      arisen out of the gross negligence or willful misconduct of the Placement
      Agent or any indemnitee described in this paragraph 4(a).

            (b)   The Placement Agent will indemnify and hold harmless the
      Company and each of its directors, officers, associates, affiliates,
      subsidiaries, employees, consultants, attorneys, agents, and each person
      controlling the Company or any of its affiliates within the meaning of
      either Section 15 of the Act or Section 20 of the Exchange Act from and
      against any and all losses, claims, damages, liabilities, costs or
      expenses (and any reasonable legal or other expenses incurred by such
      indemnitee in investigating or defending the same or in giving testimony
      or furnishing documents in response to a request of any government agency
      or to a subpoena) (i) which are held in a final judgment of a court of
      competent jurisdiction (not subject to further appeal) to have arisen out
      of the gross negligence or willful misconduct of such Placement Agent or
      any of its respective partners, directors, officers, associates,
      affiliates, subsidiaries, employees, consultants, attorneys and agents,
      and each person, if any, controlling the Placement Agent or any of its
      affiliates within the meaning of Section 15 of the Act or Section 20 of
      the Exchange Act or (ii) relating to, arising out of or caused by any
      untrue statement or alleged untrue statement of a material fact contained
      in the Prospectus Supplement or in any way relating to, arising out of or
      caused by any omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, if such statement or omission was made in reliance upon or in
      conformity with information furnished in writing to the Company by the
      Placement Agent or its affiliates expressly for use in the Prospectus
      Supplement, or (iii) which result from violations by the Placement Agent
      of law or of requirements, rules or regulations of federal or state
      securities regulators, self-regulatory associations or organizations in
      the securities industry, stock exchanges or organizations with similar
      functions or responsibilities with respect to securities brokers or
      dealers, as determined by a court of competent jurisdiction or applicable
      federal or state securities regulators, self-regulatory associations or
      organizations in the securities industry or stock exchanges or
      organizations, as applicable.

            (c)   If any action, proceeding or investigation is commenced as to
      which any indemnified party hereunder proposes to demand indemnification
      under this letter agreement, such indemnified party will notify the
      indemnifying party with reasonable promptness. The indemnifying party
      shall have the right to retain counsel of its own


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      choice (which counsel shall be reasonably satisfactory to the indemnified
      party) to represent it and such counsel shall, to the extent consistent
      with its professional responsibilities, cooperate with the indemnified
      party and any counsel designated by the indemnified party. The
      indemnifying party will not be liable under this letter agreement for any
      settlement of any claim against the indemnified party made without the
      indemnifying party's written consent.

            In order to provide for just and equitable contribution, if a claim
for indemnification pursuant to this paragraph 4 is made but it is found in a
final judgment by a court of competent jurisdiction (not subject to further
appeal) that such indemnification may not be enforced in such case, even though
the express provisions hereof provided for indemnification in such case, then
the Company, on the one hand, and the Placement Agent, on the other hand, shall
contribute to the losses, claims, damages, liabilities or costs to which the
indemnified persons may be subject in accordance with the relative benefits
received from the offering and sale of the Securities by the Company, on the one
hand, and the Placement Agent, on the other hand (it being understood that, with
respect to the Placement Agent, such benefits received are limited to fees
actually paid by the Company and received by the Placement Agent pursuant to
this Agreement), and also the relative fault of the Company, on the one hand,
and the Placement Agent, on the other hand, in connection with the statements,
acts or omissions which resulted in such losses, claims, damages, liabilities or
costs, and the relevant equitable considerations shall also be considered. No
person found liable for a fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
is not also found liable for such fraudulent misrepresentation. Notwithstanding
the foregoing, the Placement Agent shall not be obligated to contribute any
amount hereunder that exceeds the fees received by the Placement Agent in
respect to the offering and sale of the Securities.

            5. The Company represents and warrants to the Placement Agent as of
the date hereof and as of each Closing Date as follows:

            (a)   The Company meets the requirements for use of Form S-3 under
      the Act. The Company's Registration Statement (as defined below) was
      declared effective by the SEC (as defined below) and the Company has filed
      such post-effective amendments thereto as may be required prior to the
      execution of this Agreement and each such post-effective amendment became
      effective. The SEC has not issued, and to the Company's knowledge, the SEC
      does not intend nor has it threatened to issue, a stop order with respect
      to the Registration Statement, nor has it otherwise suspended or withdrawn
      the effectiveness of the Registration Statement, either temporarily or
      permanently, nor, to the Company's knowledge, does it intend or has it
      threatened to do so. On the effective date, (i) the Registration Statement
      complied in all material respects with the requirements of the Act and the
      rules and regulations promulgated under the Act (the "Regulations"); at
      the effective date the Basic Prospectus (as defined below) complied, and
      at each Closing the Prospectus will comply, in all material


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      respects with the requirements of the Act and the Regulations; and (ii)
      the Registration Statement at the effective date and as amended or
      supplemented on the date hereof and on each Closing Date did not, does not
      and will not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading; and the Prospectus as of any such
      time, did not, does not and will not include an untrue statement of a
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the representations and
      warranties in this subsection shall not apply to statements in or
      omissions from the Registration Statement or the Prospectus made in
      reliance upon and in conformity with information furnished to the Company
      in writing by (i) the Placement Agent or its affiliates or (ii) by any of
      the Purchasers or any of their respective affiliates, in each case,
      expressly for use therein. As used in this Agreement, the term
      "Registration Statement" means the "shelf" registration statement on Form
      S-3 (File No. 333-85424) as declared effective by the Securities and
      Exchange Commission (the "SEC"), including exhibits, financial statements,
      schedules and documents incorporated by reference therein. The term "Basic
      Prospectus" means the prospectus included in the Registration Statement.
      The term "Prospectus Supplement" means the prospectus supplement
      specifically relating to the Securities as shall be filed with the SEC
      pursuant to Rule 424 under the Act in connection with the sale of the
      Securities. The term "Prospectus" means the Basic Prospectus and the
      Prospectus Supplement. Any reference in this Agreement to the Registration
      Statement or the Prospectus shall be deemed to refer to and include the
      documents incorporated by reference therein as of the date hereof or the
      date of the Prospectus, as the case may be, and any reference herein to
      any amendment or supplement to the Registration Statement or the
      Prospectus shall be deemed to refer to and include any documents filed
      after such date and through the date of such amendment or supplement under
      the Exchange Act and so incorporated by reference.

            (b)   Since the date as of which information is given in the
      Registration Statement and the Prospectus, except as otherwise stated
      therein, (A) there has been no material adverse change or any development
      involving a prospective material adverse change in or affecting the
      condition, financial or otherwise, or in the earnings, business affairs or
      business prospects of the Company and the subsidiaries of the Company, if
      any (the "Subsidiaries") considered as one enterprise, whether or not
      arising in the ordinary course of business, (B) there have been no
      transactions entered into by the


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      Company or any of its Subsidiaries, other than those in the ordinary
      course of business, which are material with respect to the Company and its
      Subsidiaries considered as one enterprise, and (C) other than regular
      quarterly dividends, there has been no dividend or distribution of any
      kind declared, paid or made by the Company on any class of its capital
      stock.

            (c)   The Company has been duly organized as a real estate
      investment trust and is validly existing in good standing under the laws
      of the State of Maryland. Each of the Subsidiaries of the Company has been
      duly organized and is validly existing in good standing under the laws of
      its jurisdiction of organization. Each of the Company and its Subsidiaries
      has the requisite power and authority to own and lease its properties and
      to conduct its business as described in the Prospectus; and each of the
      Company and its Subsidiaries is duly qualified to transact business in
      each jurisdiction in which such qualification is required, whether by
      reason of the ownership or leasing of property or the conduct of business,
      except where the failure to so qualify would not have a material adverse
      effect on the condition, financial or otherwise, or the earnings, business
      affairs or business prospects of the Company and its Subsidiaries
      considered as one enterprise.

            (d)   As of the date hereof, the authorized capital stock of the
      Company consisted of 96,683,845 common shares and 3,316,155 preferred
      shares of beneficial interest, par value $.01 per share, of which
      21,265,985 common shares, 1,183,240 9.75% Series B-1 Cumulative
      Convertible Preferred Shares and 1,653,200 Series D Cumulative Redeemable
      Preferred Shares, are issued and outstanding as of such date. The issued
      and outstanding shares of the Company's capital stock have been duly
      authorized and validly issued and are fully paid and non-assessable; the
      Securities have been duly authorized, and when issued and delivered as
      contemplated hereby, will be validly issued, fully paid and non-assessable
      and will be listed, subject to notice of issuance, on the NYSE, effective
      as of the Initial Closing Date; the Securities and the shares of capital
      stock of the Company conform to all statements relating thereto contained
      in the Prospectus; and the issuance of the Securities is not subject to
      preemptive or other similar rights.

            (e)   Neither the Company nor any of its Subsidiaries is in
      violation of its organizational documents or in default in the performance
      or observance of any material obligation, agreement, covenant or condition
      contained in any contract, indenture, mortgage, loan agreement, note,
      lease or other instrument or agreement to which the Company or any of its
      Subsidiaries is a party or by which it or any of them may be bound, or to
      which any of the property or assets of the Company or any of its
      Subsidiaries is subject where such violation or default would have a
      material adverse effect on


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      the condition, financial or otherwise, or the earnings, business affairs
      or business prospects of the Company and its Subsidiaries considered as
      one enterprise; and, the execution, delivery and performance of this
      Agreement, and the issuance and delivery of the Securities and the
      consummation of the transactions contemplated herein have been duly
      authorized by all necessary action and will not conflict with or
      constitute a material breach of, or default under, or result in the
      creation or imposition of any lien, charge or encumbrance upon any
      property or assets of the Company or any of its Subsidiaries pursuant to,
      any contract, indenture, mortgage, loan agreement, note, lease or other
      instrument or agreement to which the Company or any of its Subsidiaries is
      a party or by which it or any of them may be bound, or to which any of the
      property or assets of the Company or any of its Subsidiaries is subject,
      nor will any such action result in any violation of the provisions of the
      Amended and Restated Declaration of Trust, by-laws or other organizational
      documents of the Company or any of its Subsidiaries or any applicable law,
      administrative regulation or administrative or court decree.

            (f) The Company is organized in conformity with the requirements for
      qualification and, as of the date hereof and as of each Closing Date,
      operates in a manner that qualifies it as a "real estate investment trust"
      under the Internal Revenue Code of 1986, as amended, and the rules and
      regulations thereunder and will be so qualified after giving effect to the
      sale of the Securities.

            (g) The Company is not required to be registered under the
      Investment Company Act of 1940, as amended.

            (h) There is no action, suit or proceeding before or by any court or
      governmental agency or body, domestic or foreign, now pending, or, to the
      knowledge of the Company, threatened or contemplated, against or affecting
      the Company or any of its Subsidiaries, which is required to be disclosed
      in the Prospectus (other than as disclosed therein), or which might result
      in any material adverse change in the condition, financial or otherwise,
      or in the earnings, business affairs or business prospects of the Company
      and its Subsidiaries considered as one enterprise, or which might
      materially and adversely affect their respective property or assets or
      which might materially and adversely affect the consummation of this
      Agreement; all pending legal or governmental proceedings to which the
      Company or any of its Subsidiaries is a party or of which any of their
      respective property or assets is the subject which are not described in
      the Prospectus, including ordinary routine litigation incidental to its
      business, are, considered in the aggregate, not material to the business
      of the Company and its Subsidiaries considered as one enterprise.


<PAGE>

            (i) No authorization, approval or consent of any court or United
      States federal or state governmental authority or agency is necessary in
      connection with the sale of the Securities hereunder, except such as may
      be required under the Act or the Regulations or state securities laws or
      real estate syndication laws.

            (j) The Company and its Subsidiaries possess such material
      certificates, authorities or permits issued by the appropriate state,
      federal or foreign regulatory agencies or bodies necessary to conduct the
      business now conducted by them, and neither the Company nor any of its
      Subsidiaries has received any notice of proceedings relating to the
      revocation or modification of any such certificate, authority or permit
      which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would materially and adversely affect the
      condition, financial or otherwise, or the earnings, business affairs or
      business prospects of the Company and its Subsidiaries considered as one
      enterprise, nor, to the knowledge of the Company, are any such proceedings
      threatened or contemplated.

            (k) The Company has full power and authority to enter into this
      Agreement, and this Agreement has been duly authorized, executed and
      delivered by the Company and constitutes a legal, valid and binding
      agreement of Seller, enforceable against Seller in accordance with its
      terms except as may be limited by (i) the effect of bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to
      or affecting the rights or remedies of creditors or (ii) the effect of
      general principles of equity, whether enforcement is considered in a
      proceeding in equity or at law and the discretion of the court before
      which any proceeding therefor may be brought.

            (l) The Company has good and marketable title to all of the
      properties and assets reflected in the audited financial statements
      contained in the Prospectus, subject to no lien, mortgage, pledge or
      encumbrance of any kind except those reflected in such financial
      statements (or as otherwise described in the Prospectus) or which are not
      material or which constitute customary provisions of mortgage loans
      secured by the Company's properties creating obligations of the Company
      with respect to proceeds of the properties, environmental liabilities and
      other customary protections for the mortgagees.

            (m) Any certificate signed by any officer of the Company and
      delivered to the Placement Agent or to counsel for the Placement Agent
      shall be deemed a representation and warranty by the Company to the
      Placement Agent as to the matters covered thereby.


<PAGE>

                  6. The Placement Agent represents and warrants to the Company
that, (i) it is registered as a broker-dealer under the Exchange Act and
licensed or otherwise qualified to do business as a broker-dealer in all states
in which it will offer any Securities pursuant to this Agreement, (ii) assuming
compliance by the Company with all relevant provisions of the Act in connection
with the Prospectus, the Placement Agent will conduct all offers and sales of
the Securities in compliance with the relevant provisions of the Act and the
Regulations and various state securities laws and regulations and (iii) the
Placement Agent will only act as agent in those jurisdictions in which it is
authorized to do so.

                  7. This Agreement shall be governed by the laws of the State
of New York governing contracts made and to be performed in such State without
giving effect to principles of conflicts of law.

                  8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be the same Agreement.


<PAGE>

                  If the foregoing is in accord with your understanding of our
agreement, please sign in the space provided below and return a signed copy of
this letter to the Company.

                               Sincerely,

                               KRAMONT REALTY TRUST


                               By:     /s/ Louis P. Meshon, Sr.
                                       --------------------------------
                                       Name: Louis P. Meshon, Sr.
                                       Title: President, Chief Executive Officer
                                       and Trustee



Accepted by:

COHEN & STEERS CAPITAL
    ADVISORS, LLC


By: /s/ Bradley G. Razook
    ---------------------------------------
    Name:   Bradley G. Razook
    Title:  Managing Director

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