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EXHIBIT F
FIRST WASHINGTON REALTY TRUST, INC.
PLAN OF LIQUIDATION
The Board of Directors of First Washington Realty Trust, Inc., a Maryland
corporation (the "Company"), deems it advisable and in the best interests of the
stockholders of the Company to wind up the affairs of the Company in accordance
with this plan of liquidation.
Subject to the approval of the stockholders of the Company and effective
the date of approval, the Company hereby adopts the following plan of
liquidation in accordance with Section 331 of the Internal Revenue Code of 1986,
as amended (the "Code"):
1. The Company, acting for itself in its own capacity and in its
capacity as sole general partner of First Washington Realty Limited
Partnership, a Maryland limited partnership (the "Operating Partnership"),
as appropriate, is authorized to enter into and perform its obligations and
the obligations of the Operating Partnership under the following contracts
(the "Agreements") relating to the disposition of all of the Company's
assets and the distribution of the net proceeds from the disposition of the
Company's assets to the Company's stockholders in the manner set forth in
the Agreements: (1) a master agreement, dated as of September 27, 2000,
among USRP I, LLC, a Delaware limited liability company ("USRP I, LLC"),
USRP GP, LLC, a Delaware limited liability company, ("MergerCo"), USRP LP,
LLC, a Delaware limited liability company ("USRP LP, LLC"), U.S. Retail
Partners, LLC, a Delaware limited liability company, US Retail Partners
Limited Partnership, a Delaware limited partnership ("MergerLP"), the
Company, the Operating Partnership and certain subsidiaries of the Company
and the Operating Partnership; (2) the real estate purchase agreement,
dated as of September 27, 2000, among the Operating Partnership, the
Company, certain subsidiaries of the Company and the Operating Partnership
and USRP I, LLC; (3) a Limited Partnership Interest Purchase and Sale
Agreement, dated as of September 27, 2000, between the Company and USRP LP,
LLC; and (4) an agreement and plan of merger, dated as of September 27,
2000, among MergerCo, MergerLP, the Company and the Operating Partnership.
2. The transactions that will occur pursuant to the Agreements (the
"Transactions") constitute a plan of liquidation of the Company and the
Company is adopting this plan of liquidation in accordance with Section 331
of the Code.
3. The adoption of this plan of liquidation of the Company is
conditioned upon the closing of the Transactions and if the Transactions
are not consummated, the Board of Directors of the Company is authorized to
revoke this plan of liquidation. In addition, the Board of Directors may
amend this plan of liquidation at any time.
4. Within thirty (30) days of the date that the stockholders of the
Company approve this plan of liquidation of the Company, counsel for the
Company shall file IRS Form 966 with the Internal Revenue Service together
with a copy of this plan of liquidation.
