UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Price Enterprises, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
8 3/4% Series A Cumulative Redeemable Preferred Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
741444 301
-------------------------------------------------------
(CUSIP Number)
Kathleen M. Hillan 4649 Morena Blvd. San Diego, CA 92117 (619) 581-4889
- - ------------------------------------------------------------------------------
(Name, Address and Telephone of Person Authorized to Receive Notice and
Communications)
October 21, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Page 2 of 6
SCHEDULE 13D
CUSIP No. 741444 301
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sol Price
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
7 SOLE VOTING POWER
See Attached
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See Attached
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH See Attached
10 SHARED DISPOSITIVE POWER
See Attached
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,409,590
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6,509,590
----------- = 27.4%
23,758,282
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 3 of 6
SCHEDULE 13D
Number of Shares of 8 3/4% Series A Cumulative Redeemable Preferred Stock
("Series A Preferred Stock") Beneficially Owned by Each Reporting Person With
7) Sole Voting Power
0 By Sol Price as Trustee of Sol & Helen Price Trust
358,490 By Sol Price as Trustee of Price Charitable Remainder Trust*
4,795,170 By Sol Price as Trustee of Price Family Charitable Trust**
- --------
5,153,660 TOTAL
8) Shared Voting Power
1,155,080 by Sol Price as Director of Price Family Charitable Fund
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
65,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust
100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II
- --------
1,355,930 TOTAL
9) Sole Dispositive Power
0 By Sol Price as Trustee of Sol & Helen Price Trust
358,490 By Sol Price as Trustee of Price Charitable Remainder Trust*
4,795,170 By Sol Price as Trustee of Price Family Charitable Trust**
- --------
5,153,660 TOTAL
10) Shared Dispositive Power
1,155,080 by Sol Price as Director of Price Family Charitable Fund
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
65,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust
100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II
- - ---------
1,355,930 TOTAL
12) Exclusion of Shares
The reporting person disclaims beneficial ownership of the following shares:
1,155,080 Held by Price Family Charitable Fund
34,950 Held by Marion Brodie Trust
65,900 Held by Dorothy Goldberg Charitable Trust
100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II
- - ---------
1,355,930 TOTAL
* Does not include 252,000 shares of Series A Preferred Stock pledged to the
Price Charitable Remainder Trust to secure certain notes delivered to the Price
Charitable Remainder Trust in connection with sales of shares of Common Stock of
Price Enterprises, Inc. ("Common Stock") to the pledgors in May 1998. In
connection with such sales of Common Stock, the purchasers agreed to pledge the
shares of Common Stock they purchased, as well as any securities distributed as
dividends on such shares, to secure the purchase money notes. The shares
referenced in this footnote were distributed as dividends on the shares of
Common Stock originally subject to the pledge. The Price Charitable Remainder
Trust does not have the right to vote or dispose of the pledged shares prior to
a default under the applicable note.
** Does not include 620,000 shares of Series A Preferred Stock pledged to the
Price Family Charitable Trust to secure certain notes delivered to the Price
Family Charitable Trust in connection with sales of Common Stock to the pledgors
in May 1998. In connection with such sales of Common Stock, the purchasers
agreed to pledge the shares of Common Stock they purchased, as well as any
securities distributed as dividends on such shares, to secure the purchase money
notes. The shares referenced above were distributed as dividends on the shares
of Common Stock originally subject to the pledge. Also does not include 800,000
shares of Series A Preferred Stock pledged to secure a loan made by the Price
Family Charitable Trust to the San Diego Foundation for the purpose of allowing
the San Diego Foundation to purchase such shares. The Price Family Charitable
Trust does not have the right to vote or dispose of any of the pledged shares
prior to a default under the applicable note.
<PAGE>
Page 4 of 6
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
Price Enterprises, Inc.
8 3/4% Series A Cumulative Redeemable Preferred Stock
Kathleen M. Hillan,
Senior Vice President--
Finance
4649 Morena Blvd.
San Diego, CA 92117
2. IDENTITY AND BACKGROUND
a) Sol Price
b) 7979 Ivanhoe Avenue, Suite 520
La Jolla, CA 92037
c) Self-employed investor
d) None
e) None
f) U.S. Citizen
3. SOURCE AND AMOUNT OF FUNDS
All shares disclosed herein, other than the 100,000 shares of Series A
Preferred Stock owned by the Marion Brodie Trust II, were received by the
entities listed in Item 5 pursuant to a pro rata distribution by Price
Enterprises, Inc. of one share of Series A Preferred Stock for each share
of common stock held by its stockholders of record on July 30, 1998 (the
"Distribution"). The Earl I. and Marion Brodie Trust II purchased 90,000
shares of Series A Preferred Stock in the open market on August 19, 1998
and 10,000 shares of Series A Preferred Stock on August 20, 1998 at prices
ranging from $14.62 to $15.00 per share. The Earl I. and Marion Brodie
Trust II used an aggregate of $1,496,250 of cash held in the trust to make
such purchases.
4. PURPOSE OF TRANSACTION
All shares disclosed herein, other than the 100,000 shares of Series A
Preferred Stock owned by the Marion Brodie Trust II, were received by the
entities listed in Item 5 pursuant to the Distribution and are being held
for investment purposes only. In addition, the acquisition of 100,000
shares of Series A Preferred Stock by the Marion Brodie Trust II was for
investment purposes only.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (6,509,590 or 27.4%)
is held as follows:
- 358,490 shares by Sol Price as Trustee of Price Charitable
Remainder Trust U/T/D 1/10/83.
- 4,795,170 shares by Sol Price as Trustee of Price Family
Charitable Trust U/T/D 3/10/84.
- 1,155,080 shares by Sol Price as a Director of The Price Family
Charitable Fund.
- 34,950 shares by Sol Price as Co-Trustee of Marion Brodie
Trust.
- 100,000 shares by Sol Price as Co-Trustee of the Earl I. and
Marion Brodie Trust II.
- 65,900 shares by Sol Price as Co-Trustee of Dorothy Goldberg
Charitable Trust.
These shares include 1,355,930 shares of which the reporting person
disclaims beneficial ownership.
These shares do not include the 3,817,085 shares (approximately 16.1%)
of Price Enterprises Series A Preferred Stock beneficially owned by
Robert Price, the son of Sol Price.
<PAGE>
Page 5 of 6
b) The power to vote and the power to dispose of such shares is as
follows:
<TABLE>
<S> <C>
Sole power to vote or direct the vote: 5,153,660
Shared power to vote or direct the vote: 1,355,930
Sole power to dispose or direct the disposition: 5,153,660
Shared power to dispose or direct the disposition: 1,355,930
</TABLE>
c) On August 17, 1998, Sol Price, as Trustee of the Sol and Helen Price
Trust, the Price Charitable Remainder Trust and Price Family
Charitable Trust, received an aggregate of 4,903,660 shares of Series
A Preferred Stock in the Distribution. On August 17, 1998, the Price
Family Charitable Fund, of which Sol Price is a director, received
2,055,080 shares of Series A Preferred Stock in the Distribution. On
August 17,1998, the Marion Brodie Trust, of which Sol Price is a
Co-Trustee, received 34,950 shares of Series A Preferred Stock in the
Distribution. On August 17, 1998, the Dorothy Goldberg Charitable
Trust, of which Sol Price is a Co-Trustee, received 65,900 shares of
Series A Preferred Stock in the Distribution.
1. The Earl I. and Marion Brodie Trust II, of which Sol Price is a
Co-Trustee, purchased 90,000 shares of Series A Preferred Stock
on August 19, 1998 and 10,000 shares of Series A Preferred Stock
on August 20, 1998 in the open market at prices ranging from
$14.62 to $15.00 per share.
<PAGE>
Page 6 of 6
2. On September 16, 1998, the Price Family Charitable Fund, of which
Sol Price is a director, made a gift of 1,000,000 shares of
Series A Preferred Stock to one charitable organization.
3. On October 6, 1998, The Price Charitable Remainder Trust, of
which Sol Price is a trustee, purchased 7,000 shares on the open
market at a price of $13.25 per share.
4. Between October 6, 1998 and October 7, 1998, the Price Family
Charitable Fund, of which Sol Price is a director, purchased
100,000 shares on the open market at prices ranging from $13.063
to $13.484 per share.
5. On October 16, 1998, The Price Charitable Remainder Trust, of
which Sol Price is a trustee, made a gift of 7,000 shares to one
charitable organization.
6. Between October 20, 1998 and October 27, 1998, the Price Family
Charitable Trust, of which Sol Price is a Trustee, purchased
250,000 shares on the open market at prices ranging from $13.562
to $13.75 per share.
d) N/A
e) N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER
On May 15, 1998, the Price Family Charitable Trust sold an aggregate of 620,000
shares of Common Stock in the amounts and to the individuals set forth below:
50,000 Paul A. Peterson, Peterson & Price, A Professional Corp., Profit
Sharing Plan -- Trust B
20,000 Keene Wolcott
100,000 Brian and Gerri Monaghan, Trustees, Brian D. and Gerri Monaghan
Trust -- U/T/D 7/15/96
50,000 Jim Cahill
100,000 Stanley Sheinbaum, Trustee, 1989 Sheinbaum Trust, Restated
11/6/92
50,000 White & Robinson, A Professional Corp., Profit Sharing Plan
100,000 Murray Galinson, President, Galinson Holdings LLC
100,000 Mitchell G. Lynn & Alyce S. Lynn, Trustees, Mitchell G. Lynn &
Alyce S. Lynn Trust U/T/D 3/15/85
50,000 Paul and Jackie Horton, Trustees, The Horton Family Trust U/A
12/22/80
In each case, the purchaser paid cash in the amount of $3 per share and
delivered a note in the amount $17.50 per share. Each note is a non-recourse
note due May 15, 2002 and bears interest at 8% per annum, payable quarterly.
Each note is secured by a pledge of the purchased shares to the Price Family
Charitable Trust under a Stock Pledge and Security Agreement dated May 15, 1998.
Each Stock Pledge and Security Agreement provides that the shares will be
pledged to the Price Family Charitable Trust and held in a brokerage account for
so long as the applicable note remains outstanding; provided that the borrower
may instruct the holder of the brokerage account to sell the shares at any time
and pay to the Price Family Charitable Trust the lesser of the proceeds of the
sale or the amount borrowed under the note. All cash dividends and distributions
paid on the pledged shares will be paid to the borrower, but all stock dividends
and distributions will become pledged securities. Accordingly, the shares of
Series A Preferred Stock issued in the Distribution on such shares of Common
Stock have become subject to the pledge. The Price Family Charitable Trust does
not have the right to vote or dispose of the pledged shares under any of the
pledge agreements prior to a default under the applicable note.
On May 15, 1998, the Price Charitable Remainder Trust sold an aggregate of
202,000 shares of Common Stock in the amounts and to the individuals set forth
below:
30,000 William and Gail Gorham
20,000 George Jezek, Trustee, Jezek Family Trust -- U/T/D 12/4/89
30,000 Gil Partida
50,000 Dr. Daniel Einhorn
15,000 Dr. Roger Cornell
20,000 Raymond E. Peet & W. Dian Peet, Trustees, Peet Family Trust U/A
DTD 05/15/96
10,000 Jack McGrory
10,000 Lawrence Rosenstock and Jean Kluver, Trustees, Lawrence
Rosenstock & Jean Kluver U/T/D 5/12/98
7,000 Sherrie Cousineau
10,000 Theodore P. Hurwitz, Trustee, Theodore P. Hurwitz Trust U/T/D
9/23/91
In each case, the purchaser paid cash in the amount of $3 per share and
delivered a note in the amount $17.50 per share. Each note is a non-recourse
note due May 15, 2002 and bears interest at 8% per annum, payable quarterly.
Each note is secured by a pledge of the purchased shares to the Price Charitable
Remainder Trust under a Stock Pledge and Security Agreement dated May 15, 1998.
Each Stock Pledge and Security Agreement provides that the shares will be
pledged to the Price Charitable Remainder Trust and held in a brokerage account
for so long as the applicable note remains outstanding; provided that the
borrower may instruct the holder of the brokerage account to sell the shares at
any time and pay to the Price Charitable Remainder Trust the lesser of the
proceeds of the sale or the amount borrowed under the note. All cash dividends
and distributions paid on the pledged shares will be paid to the borrower, but
all stock dividends and distributions will become pledged securities.
Accordingly, the shares of Series A Preferred Stock issued in the Distribution
on such shares of Common Stock have become subject to the pledge. The Price
Charitable Remainder Trust does not have the right to vote or dispose of the
pledged shares under any of the pledge agreements prior to a default under the
applicable note.
On May 21, 1998, the Price Charitable Remainder Trust sold an aggregate of
50,000 shares of Common Stock in the amounts and to the individuals set forth
below:
10,000 Nancy Evans
10,000 Margaret Evans
5,000 Robert H. Gleason
20,000 Anne Ledford Evans
5,000 The Cherashore Family Trust U/T/D DTD 4/18/97
In each case, the purchaser paid cash in the amount of $3 per share and
delivered a note in the amount $17.50 per share. Each note is a non-recourse
note due May 15, 2002 and bears interest at 8% per annum, payable quarterly.
Each note is secured by a pledge of the purchased shares to the Price Charitable
Remainder Trust under a Stock Pledge and Security Agreement dated May 21, 1998.
Each Stock Pledge and Security Agreement provides that the shares will be
pledged to the Price Charitable Remainder Trust and held in a brokerage account
for so long as the applicable note remains outstanding; provided that the
borrower may instruct the holder of the brokerage account to sell the shares at
any time and pay to the Price Charitable Remainder Trust the lesser of the
proceeds of the sale or the amount borrowed under the note. All cash dividends
and distributions paid on the pledged shares will be paid to the borrower, but
all stock dividends and distributions will become pledged securities.
Accordingly, the shares of Series A Preferred Stock issued in the Distribution
on such shares of Common Stock have become subject to the pledge. The Price
Charitable Remainder Trust does not have the right to vote or dispose of the
pledged shares under any of the pledge agreements prior to a default under the
applicable note.
On September 29, 1998, The Price Family Charitable Trust, of which Sol Price is
a trustee, loaned $11,200,000 to the San Diego Foundation to be used exclusively
for the purpose of purchasing shares of Series A Preferred Stock. The San Diego
Foundation purchased 800,000 shares and has pledged all of such shares as
security for the loan. The loan bears interest at the rate of 9% per year.
Interest is payable quarterly beginning November 20, 1998. The loan matures on
September 30, 1999. The Price Family Charitable Trust does not have the right to
vote or dispose of the pledged shares under any of the pledge agreements prior
to a default under the applicable note.
For information regarding shares of Common Stock beneficially owned by Sol
Price, see the separate Schedule 13D, as amended from time to time, regarding
such ownership.
7. EXHIBITS
1. Loan Agreement dated as of September 28, 1998 between The Price Family
Charitable Trust and the San Diego Community Foundation Charitable
Real Estate Fund.
2. Promissory Note Secured by Pledge of Stock dated September 30, 1998
made by the San Diego Foundation Charitable Real Estate Fund to The
Price Family Charitable Trust.
3. Stock Pledge and Security Agreement dated as of September 30, 1998
between the San Diego Community Foundation Charitable Real Estate Fund
and The Price Family Charitable Trust.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
November 2, 1998 /s/ Sol Price
- ------------------------------ ---------------------------------
Date Sol Price
LOAN AGREEMENT
THIS LOAN AGREEMENT dated September 28, 1998 is made by and between THE PRICE
FAMILY CHARITABLE TRUST created under declaration of trust dated March 10, 1984
("Lender") and the SAN DIEGO COMMUNITY FOUNDATION CHARITABLE REAL ESTATE FUND, a
California corporation ("Borrower") with reference to the following facts:
RECITALS
Lender desires to lend to Borrower and Borrower desires to borrow from
Lender the sum of Eleven Million Two Hundred Thousand Dollars ($11,200,000)
("Loan Funds") for the sole purpose of Borrower purchasing eight hundred
thousand (800,000) shares of preferred stock of Price Enterprises, Inc., a
Maryland corporation (the "Shares").
NOW, THEREFORE, for and in consideration of the covenants and agreements,
herein contained and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Agreement To Lend And Borrow Money.
1.1. Lender agrees to lend Borrower Eleven Million Two Hundred Thousand
Dollars ($11,200,000) pursuant to the terms and provisions of this Agreement for
the sole purpose of enabling Borrower to purchase the Shares.
1.2. Borrower agrees that it will use the Loan Funds solely for the
purchase of the Shares and that any funds not used for the purchase of the
Shares will be forthwith repaid to Lender. Borrower further agrees that it will
use the Loan Funds to purchase Eight Hundred Thousand Shares of preferred stock
of Price Enterprises, Inc., said purchase to be completed no later than 5 p.m.
on the Closing Date provided the Loan Funds are made available to Borrower by 11
a.m. on the Closing Date. In the event the Loan Funds are not available to the
Borrower by 11 a.m. on the Closing Date, Borrower shall have the option to
cancel this transaction or postpone the Closing Date one day (the new Closing
Date shall be hereafter referred to as the "Postponed Closing Date"). If
Borrower opts to postpone the Closing Date, Borrower shall then have the
obligation to complete the purchase of the Shares no later than 5 p.m. on the
Postponed Closing Date.
1.3. As security for the loan Borrower agrees to execute and deliver to
Lender each of the following:
(1) A Promissory Note Secured by Pledge of Stock ("Note") in the form
set forth in Exhibit "A" attached in the principal amount of Eleven Million
Two Hundred Thousand Dollars ($11,200,000) and
(2) A Stock Pledge and Security Agreement ("Pledge") in the form set
forth in Exhibit "B" attached.
<PAGE>
Section 3. Closing.
The Closing shall take place on the Closing Date which shall be on or
before Sept. 30, 1998 at the offices of Lender, 7979 Ivanhoe, Suite 520, La
Jolla, Ca. 92037 or such other time and place as the parties may agree upon in
writing.
At Closing the following shall take place concurrently:
(1) Lender shall deposit the Loan Funds in the Broker Account opened
by Holder pursuant to the terms of the Pledge.
(2) Borrower shall deliver to Lender the Note and Pledge, each fully
executed by Borrower.
Section 4. Representations And Warranties Of Lender.
4.1 Power and Authority
Lender has the requisite power and authority to enter into and carry out
the terms of this Agreement. All action required to be taken by Lender to
consummate and perform this Agreement has been taken, and no approval of any
other person or entity is necessary in order to permit Lender to consummate and
perform this agreement.
4.2 No Other Representations or Warranties.
Except as expressly set forth above, Lender makes no representations or
warranties relating to the Shares, Price Enterprises Inc. or its affairs and
Borrower acknowledges it is not relying on any information from Lender, its
trustees, officers, directors, agents or affiliates in making its decision to
purchase the Shares.
Section 5. Representations, And Warranties Of Borrower.
5.1 Power and Authority
Borrower has the requisite power and authority to enter into and carry out
the terms of this Agreement. All action required to be taken by Borrower to
consummate and perform this Agreement has been taken, no approval of any other
person or entity is necessary in order to permit Borrower to consummate and
perform this agreement, no filing with any governmental authority on part of
Borrower is required in connection with the execution of this agreement and the
execution and delivery of this Agreement by Borrower will not result in a
violation of any mortgage, indenture, material contract, instrument, judgment,
decree, order, statute, rule or regulation to which Borrower is subject.
<PAGE>
5.2 Non-Reliance on Lender
Borrower is a sophisticated investor, has undertaken due diligence
regarding the Shares and is not relying on any information from Lender, its
trustees, officers, directors, agents or affiliates in making its decision to
purchase the Shares.
Section 6. Notices.
All notices pursuant to this Agreement shall be in writing and shall be
sufficient if delivered, sent or mailed registered or certified mail, postage
prepaid, or by personal delivery, as follows:
If to Borrower:
Robert Kelly
San Diego Community Foundation Charitable Real Estate Fund
1420 Kettner Blvd., Suite 500
San Diego, CA 92101
If to Lender:
Sol Price, Trustee
The Price Family Charitable Trust
7979 Ivanhoe Avenue, Suite 520
La Jolla, CA 92307
Section 7. Attorneys Fees.
If any legal action or any arbitration or other proceeding is brought for
the enforcement of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this
agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which they may be entitled.
Section 8. Arbitration.
Any controversy or claim arising out of, or relating to, this Agreement, or
the making, performance, or interpretation of it, shall be settled by
arbitration in San Diego, California under the commercial arbitration rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
Notice: By initialing in the space below you are agreeing to have any
dispute arising out of the matters included in the foregoing arbitration clause
decided by a neutral arbitration as provided by California law and you are
giving up any rights you might possess to have the dispute litigated in a court
or by jury trial. By initialing in the space below you are giving up your
judicial rights to discovery and appeal unless such rights are specifically
included in the Arbitration Clause. If you refuse to submit to arbitration after
<PAGE>
agreeing to this provision, you may be compelled to arbitrate under the
authority of the California Code of Civil Procedure. Your agreement to this
arbitration provision is voluntary.
We have read and understand the foregoing and agree to submit disputes
arising out of the matters included in the Arbitration Clause to neutral
arbitration.
/s/ /s/
---------------- ------------------
Lender's initials Borrower's initials
Section 9. Negotiated Agreement.
The terms and provisions of this Agreement represent the results of
negotiations between Borrower and Lender, neither of which have acted under any
duress or compulsion, whether legal, economic or otherwise, Consequently, the
terms and provisions of this Agreement shall be interpreted and construed in
accordance with their usual and customary meanings. The Lender and Borrower
hereby waive any application of any rule of law which would otherwise be
applicable in connection with the interpretation and construction of this
Agreement including without limitation, any rule of law to the effect that
ambiguous or conflicting terms or provisions contained in the executed draft of
this Agreement shall be interpreted or construed against the party whose
attorney prepared the executed draft or any earlier draft thereof.
Section 10. Additional Documents.
Each party agrees to execute such further and additional documents,
instruments and writings as may be necessary, proper, required, desirable or
convenient for the purpose of fully effectuating the terms and provisions of
this Agreement.
Section 11. Entire Agreement.
It is understood and agreed that all understandings and agreements
heretofore had between the parties are merged in this Agreement executed by the
parties hereto and all references and related documents executed in connection
therewith. Neither party has relied upon any statements or representations not
embodied in the aforementioned documents or this Agreement.
Section 12. Modification.
This Agreement may not be changed orally, but only by an agreement, in
writing, signed by the parties.
Section 13. Governing Law.
This Agreement shall be construed in accordance with, and governed by, the
laws of the state of California as applied to contracts that are executed and
performed entirely in California.
<PAGE>
Section 14. Agreement Binding; Not Assignable.
This Agreement shall be binding upon the Borrower, its heirs, executors,
personal representatives and successors and shall inure to the benefit of, and
be enforceable by Lender and Lender's successors and assigns. This agreement may
not be assigned by Borrower and any attempt by Borrower to make an assignment
shall render the Agreement null and void.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first written above.
LENDER
The Price Family Charitable Trust created
under declaration of trust dated March 10,
1984
/s/ Sol Price
----------------------------
By Sol Price, Trustee
BORROWER
The San Diego Community Foundation
Charitable Real Estate Fund, a California
corporation
/s/ Frank Ault
----------------------------
By Frank Ault
Its President
PROMISSORY NOTE SECURED
BY PLEDGE OF STOCK
$11,200,000 San Diego, California
Sept. 30, 1998
FOR VALUE RECEIVED, the undersigned, San Diego Community Foundation
Charitable Real Estate Fund, a California corporation ("Borrower") promises to
pay to the order of The Price Family Charitable Trust, created under Declaration
of Trust dated March 10, 1984 ("Lender") at 7979 Ivanhoe, Suite 520, La Jolla,
CA 92037, or at such other place as the holder hereof may designate, in lawful
money of the United States of America, the principal sum of Eleven Million Two
Hundred Thousand Dollars ($11,200,000) (the "Loan") together with interest
thereon at a rate and payable as set forth below.
1. Rate and Calculation of Interest.
The principal balance of the Loan outstanding from time to time hereunder
shall bear interest at nine per cent per annum (9%) (hereafter referred to as
the "Loan Rate"). Interest shall be computed on the basis of a 365-day year, on
actual days elapsed. Interest only shall be payable quarterly, in arrears,
commencing November 20, 1998 and payable thereafter on February 20, May 20 and
August 20 of each year during the term of the note.
2. Term of Note.
The outstanding principal balance of this Note, together with all accrued
and unpaid interest thereon and all other amounts due and unpaid hereunder,
shall be due and payable in full on September 30, 1999 ("Maturity Date").
3. Security for Repayment of Note.
Repayment of this Note is secured by a Stock Pledge and Security Agreement
of even date herewith ("Pledge").
4. Nonrecourse Note After Buyer Purchases Shares.
Borrower shall be liable to Lender for the full amount of all principal and
interest due under this Note until such time as Borrower shall have purchased,
free and clear of any liens or encumbrances from persons or entities other than
Lender, and deposited into the Broker account Eight Hundred Thousand (800,000)
Shares of preferred stock of Price Enterprises, Inc., a Maryland corporation
(the "Shares") all as required under the terms of the Loan Agreement. Once the
Shares are deposited into the Broker Account and the Pledge becomes fully
enforceable, Borrower shall have no personal liability for any deficiency on
this note under any circumstances whatsoever, and the only remedy available to
the holder will be to collect under the terms of the Pledge.
<PAGE>
5. Prepayment.
Borrower may from time to time during the term of this Note, partially or
wholly repay the Loan subject to all of the limitations, terms and conditions of
this Note without penalty. Any amounts prepaid under this Note shall be applied
first to the payment of interest and then to the payment of principal.
6. Default.
(A) The occurrence of any of the following events shall constitute a
"Default" and upon the expiration of any period of cure set forth below, or if
no such cure period is specified, shall constitute an "Event of Default" under
this Note.
(i) Borrower shall fail to consummate its purchase of Eight Hundred
Thousand Shares of preferred stock of Price Enterprises, Inc. and/or fail to
cause said shares to be received into the Broker Account before 5 p.m. on the
Closing Date or the Postponed Closing Date, all as required pursuant to the
terms of the Loan Agreement;
(ii) Borrower shall fail to pay when due any principal, interest or other
amounts payable under the Note, within three (3) Business Days of the date any
such payment is due;
(iii) Borrower shall become insolvent, or shall suffer or consent to or
apply for the appointment of a receiver, trustee, custodian or liquidator of any
of his property, or shall generally fail to pay his debts as they become due, or
shall make a general assignment for the benefit of creditors; Borrower shall
file a voluntary petition in bankruptcy or seek reorganization, in order to
effect a plan or other arrangement with creditors or any other relief under
Title 11 of the United States Code ("Bankruptcy Code") or under any state or
federal law granting relief to debtors, whether now or hereafter in effect, or
any involuntary petition or proceeding pursuant to Bankruptcy Code or any other
applicable state or federal law relating to bankruptcy, reorganization or other
relief for debtors is filed or commenced against Borrower or Borrower shall file
and answer admitting the jurisdiction of the court and the material allegations
of any involuntary petition, or Borrower shall be adjudicated a bankrupt, or an
order for relief shall be entered by any court of competent jurisdiction under
the Bankruptcy Code or any other applicable state or federal law relating to
bankruptcy, reorganization or other relief for debtors; or
(iv) The filing by the United States Internal Revenue Service or any other
governmental agency of any claim or action against Borrower's assets unless such
claim or action is being contested in good faith and subject to the maintenance
of adequate reserves for such purpose.
(B) Upon the occurrence of any Event of Default this Note shall be in
default, and the holder of this Note, at holder's option, may declare all sums
of principal and interest outstanding hereunder to be immediately due and
payable without presentment, demand, protest, or notice of dishonor, all of
which are expressly waived by Borrower.
<PAGE>
(C) Failure to exercise the foregoing option shall not constitute a waiver
of the right to exercise the same at any subsequent time in respect to the same
event or any other event. The acceptance by Lender of any payment hereunder
which is less than payment in full of all amounts due and payable at the time of
such payment shall not constitute a waiver of the right to exercise any of the
foregoing options at that time or at any subsequent time or nullify any prior
exercise of any such option without the express consent of Lender, except as and
to the extent otherwise provided by Law.
7. Miscellaneous.
(A) All payments on this Note are to be made or given to Lender at the
address set forth above, or to such other person or at such other place as
Lender from time to time directs by written notice to Borrower. Borrower agrees
to pay all costs and expenses, including reasonable attorneys' fees, expended or
incurred by the holder in connection with the enforcement of this Note, the
collection of any sums due hereunder, any actions for declaratory relief in any
way related to this Note, or the protection or preservation of any rights of the
holder hereunder.
(B) Borrower waives any right of offset it now has or may hereafter have
against Lender and its successors and assigns, and agrees to make the payments
called for hereunder in accordance with the terms hereof Borrower further waives
diligence, demand, presentation protest, and notice of non-payment, and the
pleading of any statute of limitations as a defense under this Note. Lender and
all successors thereof shall have all the rights of a holder in due course as
provided in the California Uniform Commercial Code and other laws of the State
of California.
(C) Notwithstanding anything herein to the contrary, all payments made on
this Note shall, at the option of Lender, be applied first to the payment of any
costs due hereunder, then to the payment of accrued interest then delinquent or
otherwise due hereunder, and after all such charges and interest have been paid,
any remainder shall be applied to reduce the principal balance hereof. Borrower
waives the right to direct the applications of any amounts paid under this Note.
(D) This Note shall not be modified or changed orally, but in each
instance, only by an instrument in writing signed by the party against which
enforcement of such change, modification or waiver is sought.
(E) It is agreed that time is of the essence as to every term, condition,
and provision of this Note.
(F) This Note shall be construed in accordance with the laws of the State
of California, (excluding conflict of law provisions), except to the extent
Lender has greater rights or remedies under Federal law, in which case such
choice of California law shall not be deemed to deprive Lender of such rights
and remedies as may be available under Federal law.
<PAGE>
(G) All agreements between Borrower and Lender are expressly limited so
that in no contingency or event whatsoever, whether by reason or advancement of
the proceeds hereof, acceleration of maturity of the unpaid balance hereof, or
otherwise, shall the amount paid or agreed to be paid to Lender for the use,
forbearance or detention of the money to be advanced hereunder exceed the
highest lawful rate permissible under the applicable usury laws. If, for any
circumstances whatsoever, failure of any provision hereof or any other agreement
relating to this Note, at the time performance of such provision shall be due,
shall involve transcending the limit of validity prescribed by law which a court
of competent jurisdiction may deem applicable hereto, then ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity, and
if from any circumstance, Lender shall ever receive as interest an amount which
would exceed the highest lawful rate, such amount which would be excessive
interest shall be applied to the reduction of the unpaid principal balance due
hereunder as of the date such amount is received or deemed to be received by
Lender and not to the payment of interest. This provision shall control every
other provision of all agreements between Borrower and Lender.
(H) BORROWER WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY
VIRTUE OF THIS NOTE OR ANY OTHER LOAN DOCUMENT AND WAIVES ANY RIGHT TO REQUIRE
LENDER AT ANY TIME TO PURSUE ANY REMEDY IN LENDER'S POWER WHATSOEVER.
IN WITNESS WHEREOF, this Note is executed by Borrower on the date
first-above written.
THE SAN DIEGO COMMUNITY FOUNDATION
CHARITABLE REAL ESTATE FUND, a California
corporation
/s/ Frank Ault
----------------------------------
By Frank Ault
Its President
STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT ("Agreement") effective as of the
30th day of September 1998 is entered into by and between the SAN DIEGO
COMMUNITY FOUNDATION CHARITABLE REAL ESTATE FUND, a California corporation
("Borrower") and THE PRICE FAMILY CHARITABLE TRUST, created under Declaration of
Trust dated March I 0, 1984 ("Lender"), and JAMES CAHILL ("Holder") with
reference to the facts set forth below.
RECITALS
A. Lender has loaned to Borrower the sum of Eleven Million Two Hundred
Thousand Dollars ("Loan Funds") pursuant to a Loan Agreement executed by and
between Lender and Borrower ("Loan Agreement").
B. Borrower has executed a Promissory Note of even date herewith ("Note")
in favor of Lender in the principal sum of Eleven Million Two Hundred Thousand
Dollars ($11,200,000).
C. On the effective date of this Stock Pledge and Security Agreement
Borrower will purchase with the Loan Funds, and will become the legal and
beneficial owner of, Eight Hundred Thousand (800,000) shares of preferred stock
of Price Enterprises, Inc. a Maryland corporation, hereinafter called the
"Pledged Shares."
D. The execution of this Agreement is a condition precedent to the
obligation of Lender to consummate the Loan Agreement and lend the Loan Funds to
Borrower.
NOW, THEREFORE, in consideration of the recitals and the agreement of the
parties contained herein and for other good and valuable consideration, the
receipt of which are hereby acknowledged, the parties hereby agree as follows:
1. Pledge. Borrower hereby pledges and grants a first priority security
interest to Lender in all of its right, title, and interest in and to the
"Pledged Shares," and except as set forth herein, all renewals, voting rights,
substitutions, additions, replacements, dividends, earnings and proceeds and
products thereof, including without limitation whatever is receivable or
received when the foregoing is sold, collected, exchanged or otherwise dispensed
of, and all future earnings and interest paid or payable thereon (collectively
the "Securities").
2. Brokerage Account and Possession of Stock.
(A) Borrower agrees James Cahill, ("Holder") shall open an account with
Dean Witter at its office located at 7979 Ivanhoe, Second Floor, La Jolla, CA
92037 in the name of Holder, for the benefit of Borrower ("Broker Account").
(B) Upon Closing of the Loan Agreement, Borrower consents, and directs
Lender to deposit the Loan Funds to the Broker Account and further consents and
directs Holder
<PAGE>
to direct Broker to disburse the Loan Funds to the sellers of the Eight Hundred
Thousand (800,000) preferred shares of Price Enterprises, Inc. stock ("PREN
Preferred Shares") in exchange for the delivery of said shares into the Broker
Account, which shares immediately upon receipt shall become the Pledged Shares.
(C) If for any reason Eight Hundred Thousand (800,000) PREN Preferred
Shares are not deposited into the Broker Account prior to 5:00 p.m. on the
Closing Date or Postponed Closing Date (as those terms are defined in the Loan
Agreement), the Loan Funds shall become immediately due and payable to Lender.
(D) Borrower acknowledges and agrees that only the Holder shall be entitled
to give instructions regarding the assets, held in the Broker Account and
Borrower shall have no ability to withdraw the Pledged Shares from the Account.
3. Obligations of the Holder To Borrower.
(A) Holder agrees to maintain the Brokerage Account for the benefit of
Borrower and to retain the Pledged Shares in the Broker Account until either (i)
this Pledge terminates under the provisions of Paragraph 5 or (ii) he receives
written notice from Lender that an event of default under the Note has occurred
and Borrower has failed to cure said default within five business days from date
of occurrence.
(B) At any time prior to the Maturity Date of the Note, Borrower shall have
the right to direct Holder, and Holder shall be obligated at Borrower's written
direction, to sell the Securities and pay to Lender the lesser of (i) the net
proceeds of the sale or (ii) the full amount of the Secured Obligations. Upon
such sale of Securities and payment to Lender the Note shall be deemed paid in
full and Lender shall have no further right to collect on the Note.
4. Representations and Warranties. Borrower represents that as of the
effective date of this Pledge Agreement (A) Borrower is the owner of the
Securities and that Borrower has not otherwise assigned or transferred, and
agrees that Borrower shall not assign or transfer, absolutely or for security,
the Securities or any interest therein to any other person or entity; (B) to
Borrower's knowledge there are no outstanding options, warrants or other
agreements with respect to the Securities; (C) to borrower's knowledge the
Securities have been validly issued and are fully paid and non-assessable, and
the holder or holders thereof are not and will not be subject to any personal
liability; (D) any consent, approval or authorization or designation or filing
with any governmental authority on the part of Borrower which is required in
connection with the pledge and security interest granted under this Agreement
has been obtained or effected; and (E) the execution and delivery of this
Agreement by Borrower will not result in a violation of any mortgage, indenture,
material contract, instrument, judgment, decree, order, statute, rule or
regulation to which Borrower is subject.
5. Obligations Secured. This pledge and security interest granted hereunder
secures the faithful performance and payment of all obligations of Borrower to
Lender now e sting or hereafter existing or arising under the Note, and all
extensions, modifications, substitutions,
<PAGE>
replacements, and renewals of any of the obligations set forth therein
(collectively the "Secured Obligations"). This pledge shall terminate only upon
performance and payment in full of all of the Secured Obligations, or upon the
written release of the Lender as the Lender shall give in its sole and absolute
discretion.
6. Default and Remedies. Any breach of or event of default under the Note
or any failure to comply with any of the terms under this Agreement shall be a
default hereunder. Upon any default hereunder, Lender shall have the right to
exercise its remedies as a secured party with respect to the Securities,
including, without limitation, the right to debit all or any portion of the
Securities and apply amounts debited in Lender's sole and absolute discretion
(a) toward cure of the default; (b) to payment of principal (whether or not
otherwise accelerated), interest or any other amount owing from Borrower to
Lender, in such order as Lender may determine, without curing the default; or
(c) in such combination thereof as Lender may determine. Lender shall in no
event be required to use proceeds of the Securities to cure a default.
7. Administration of Securities. The provisions set forth below shall
govern the administration of the Securities:
(a) Voting. Until there shall have occurred any default hereunder, Borrower
shall be entitled to vote or consent with respect to the Securities in any
manner not inconsistent with this Agreement, to the extent the Securities carry
any rights of voting or consent. Holder hereby grants to Borrower a proxy to
vote the securities which proxy shall be automatically revoked upon the
occurrence of any default hereunder. Holder agrees to deliver to Borrower such
further evidence of the grant of such proxy as Borrower may request from time to
time.
(b) Distributions. Until there shall have occurred any default hereunder,
Borrower shall be entitled to receive, free and clear of this pledge agreement,
any and a cash dividends paid on the Pledged Shares. Borrower shall not,
however, be entitled to receive any stock dividends or other distributions of
stock, paid on the Pledged Shares. Until there shall have occurred an Event of
Default hereunder, Holder agrees to cause to be distributed to Borrower all cash
dividends paid on the Pledged Shares. Until there shall have occurred an Event
of Default hereunder, in the event any cash dividends come into the possession
of Holder, Holder agrees to immediately remit same to Borrower. Any stock
dividends or stock distributed on the Pledged Shares shall be retained by Holder
in the Broker Account as additional security and shall become part of the
Securities.
(c) Further Documents. Borrower will forthwith upon request by Lender and
in confirmation of the security interest hereby created, execute and deliver to
Lender such further assignments, transfers, assurances, instruments, notices and
agreements in form and substance as the Lender shall reasonably request.
(d) Remedies. In addition to any rights and remedies otherwise available in
law or in equity, and in addition to the other provisions of this Agreement, and
any other documents or instruments delivered or to be delivered in connection
herewith or therewith, or
<PAGE>
any document or instrument now in existence, or which may hereafter be made,
with respect to any of the Secured Obligations, the provisions set forth below
shall, to the extent permitted by applicable law, govern Lender's rights to
realize on the Securities upon a default hereunder.
(e) Conduct of Sale.
(i) Any sale of the Pledged Securities shall be made through Holder. Holder
shall not make any sale or other disposition, unless the terms thereof shall be
satisfactory to Lender in its sole and absolute discretion.
(ii) Upon giving written notice of default to Holder pursuant to the terms
of Section 3 of this Agreement, Lender may direct Holder to sell as many of the
Pledged Shares as are required to produce net funds sufficient to pay Lender the
full amount of the Secured Obligations and to transfer the proceeds of such sale
to Lender. Holder shall be obligated to carry out the instructions given to him
by Lender.
(iii) Once Lender has been paid the full amount of the Secured Obligations,
Holder shall pay any funds remaining in the Broker Account to Borrower and close
the Broker Account.
(f) Sale or Disposition. Upon any sale or disposition, Holder shall have
the right to deliver, assign, and transfer to the purchaser thereof the
Securities so sold or disposed of. Each purchaser at any such sale or other
disposition shall hold the Securities free from any claim or right of whatever
kind, including any equity or right of redemption of the Borrower. The Borrower
specifically waives all rights of redemption, stay or appraisal which it has or
may hereafter have under any rule of law or statute now existing or hereafter
adopted.
(g) Attorney-in-Fact. Lender or its designee is hereby appointed
attorney-in-fact for Borrower for the purpose of carrying out the provisions of
this Agreement and taking any action in executing any instrument which Lender
reasonably may deem necessary and advisable to accomplish the purposes hereof,
which appointment as attorney-in-fact is irrevocable and one coupled with an
interest.
8. Miscellaneous.
(a) Termination. This Agreement shall terminate upon Borrower's payment in
full and the performance of the Secured Obligations. Upon such termination,
Lender and Holder shall return any of the securities in their respective
possession that were not sold or otherwise disposed of to satisfy the Secured
Obligations.
(b) Dean Witter Not a Party To The Agreement. Dean Witter is providing
account services only and is not a party to this Agreement.
(c) Successor to Holder. Holder may resign at any time by giving written
notice of his resignation to Lender and Borrower at least 30 days prior to the
effective date of the
<PAGE>
resignation. In the event Holder resigns or becomes otherwise unable to perform
his duties, a successor holder shall be appointed by Lender subject to the
approval of Borrower. Lender and Borrower agree that Dean Witter shall be
authorized to transfer the Broker Account to the successor holder upon
presentation of written instructions signed by both Lender and Borrower. Prior
to any transfer of the account to the successor holder, the successor holder
shall execute a counterpart of this agreement.
(d) Indemnification of Holder and Lender. Borrower indemnifies Holder and
Lender against, and holds them harmless from, all losses, damages, liabilities,
claims, causes of action, judgments, court costs, attorneys' fees and other
reasonable expenses which either may suffer or incur other than from the
negligence or willful misconduct of Holder or Lender (i) by reason of this
Agreement or (ii) by reason of the execution of this Agreement or in performance
of any act required or permitted hereunder or by law, or (iii) as a result of
any failure of Borrower to perform Borrower's obligations under this Agreement
or the Note. Borrower's duty to indemnify Holder and Lender shall survive the
termination of this Agreement. Any liability of Borrower hereunder shall be
nonrecourse.
(e) Agreement Binding. This Agreement shall be binding upon Borrower and
Borrower's heirs, executors, personal representatives and successors, and shall
inure to the benefit of, and be enforceable by, Lender and Lender's successors
and assigns. Borrower hereby represents and warrants to Lender that it has full
legal authority to enter into this Agreement, to pledge the Securities and to
carry out the provisions hereof and no consent or approval from any other person
or entity is necessary to enter into this agreement or carry out its terms.
(f) Severability. If any provision of this Agreement shall be deemed or
held to be invalid or unenforceable for any reason, such provision shall be
adjusted, if possible, rather than voided, so as to achieve the intent of the
parties to the fullest extent possible. In any event such provision shall be
severable from, and shall not be construed to have any effect on, the remaining
provisions of this Agreement, which shall continue in full force and effect.
(g) Governing Law: Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
contracts, between residents thereof, to be wholly Performed within the State of
California, Borrower hereby irrevocably consents to the jurisdiction of the
Courts of the State of California located in San Diego County and of any Federal
Court located in San Diego County, California in connection with any action or
proceeding arising out of or relating to this Agreement.
(h) Rights Cumulative, No Waiver. Lender's options, powers, rights,
privileges, and immunities specified herein or arising hereunder are in addition
to, and not exclusive of, those otherwise created or existing now or at any
time, whether by contract, by statute or by rule of law. Lender shall not by any
act, delay, omission or otherwise, be deemed to have modified, discharged or
waived any of Lender's options, powers, or rights in respect of this Agreement,
and no modification, discharge or waiver of any such option, power, or right
shall be valid unless set forth in writing signed by Lender or Lender's
authorized agent, and then only to the extent therein set forth. A waiver by
Lender of any right or remedy hereunder on any one
<PAGE>
occasion shall be effective only in the specific instance and for the specific
purpose for which given, and shall not be construed as a bar to any right or
remedy that Lender would otherwise have on any other occasion.
(i) Entire Agreement. This Agreement contains the entire agreement between
Borrower and Lender with respect to the Securities, and supersedes all prior
communications relating thereto, including, without limitation, all oral
statements or representations. No supplement to or modification of this
Agreement shall be binding unless executed in writing by Borrower and Lender.
(j) Costs of Enforcement. Borrower shall upon demand pay to Lender the
amount of any and all reasonable expenses, including the reasonable fees and
disbursements of counsel and/or any experts and agents, that Lender may incur in
connection with (a) the administration of this Agreement, (b) the exercise or
enforcement of any of the rights of Lender hereunder (including the defense of
any claims or counterclaims asserted against Lender arising out of this
Agreement or the transactions contemplated hereby) or under any judgment awarded
to Lender in respect of its rights hereunder (which obligation shall be
severable from the remainder of this Agreement and shall survive the entry of
any such judgment), or (c) the failure by Borrower to perform or observe any of
the provisions hereof. The foregoing shall include any and all expenses and fees
incurred by Lender in connection with a bankruptcy, reorganization,
receivership, or similar debtor-relief proceeding by or affecting Borrower or
the Securities.
(k) Notices. All notices, demands and other communications required or
permitted hereunder shall be in writing, addressed to the parties at the
following addresses:
Lender:
Sol Price, Trustee
C/O Price Entities
7979 Ivanhoe Suite 520
La Jolla, CA 92037
Borrower:
Robert Kelly
San Diego Community Foundation Charitable
Real Estate Fund
1420 Kettner Boulevard Suite 500
San Diego, CA 92101
Holder:
James Cahill
7979 Ivanhoe Suite 520
La Jolla, CA 92037
<PAGE>
or to such other address as may be designated from time to time by notice to the
other parties in the manner set forth herein. All such communications shall be
deemed effective (a) upon actual delivery if delivered by personal delivery or
certified postage prepaid mail, (b) three business days following deposit, first
class postage prepaid, with the United States Mail, or (c) on the next business
day after timely and proper deposit with an overnight air courier with request
for next business day delivery.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed by the parties set forth
below as of the date first-above written.
BORROWER
THE SAN DIEGO COMMUNITY FOUNDATION
CHARITABLE REAL ESTATE FUND, a
California corporation
By /s/ Frank Ault
-----------------------------
Frank Ault
Its President
LENDER
THE PRICE FAMILY CHARITABLE TRUST
under agreement dated
March 10, 1984
/s/ Sol Price
--------------------------------
By Sol Price, Trustee
HOLDER
/s/ James Cahill
--------------------------------
James Cahill
