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EXHIBIT B
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REAL ESTATE PURCHASE AGREEMENT
BETWEEN
FIRST WASHINGTON REALTY TRUST, INC.,
FIRST WASHINGTON REALTY LIMITED PARTNERSHIP,
AND CERTAIN OF THEIR DIRECT AND INDIRECT SUBSIDIARIES,
AS SELLER,
AND
USRP I, LLC,
AS PURCHASER
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REAL ESTATE PURCHASE AGREEMENT
TABLE OF CONTENTS
<TABLE>
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Page
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1. Property Identification..............................................................1
2. Purchase Price.......................................................................2
3. [Intentionally Omitted]..............................................................3
4. Transfer of Equity Interests. ......................................................3
5. [Intentionally Omitted]..............................................................3
6. Conditions Precedent.................................................................3
6.1 Purchaser's Obligations.......................................................3
6.2 Seller's Obligations..........................................................3
7. Representations and Warranties.......................................................4
7.1 Seller's Representations......................................................4
7.2 Purchaser's Representations and Warranties....................................4
8. Closing..............................................................................4
8.1 Closing Date..................................................................4
8.2 Seller's Deliveries...........................................................4
8.3 Purchaser's Deliveries........................................................7
8.4 Close of Escrow...............................................................7
9. Purchase Price Adjustment............................................................8
10. Termination..........................................................................8
11. Miscellaneous........................................................................8
11.1 General.......................................................................8
11.2 IRS Real Estate Sales Reporting...............................................8
12. State Specific Provisions............................................................9
12.1 Illinois......................................................................9
12.2 Maryland......................................................................9
12.3 New Jersey....................................................................9
12.4 District of Columbia.........................................................10
</TABLE>
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REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (this "Agreement") is entered into as
of September 27, 2000 by and among First Washington Realty Trust, Inc., a
Maryland corporation ("First Washington"), First Washington Realty Limited
Partnership, a Maryland limited partnership ("FWOP"), and each of the directly
or indirectly wholly-owned subsidiaries of First Washington and/or FWOP listed
on Exhibit A to this Agreement (collectively and jointly and severally with
First Washington and FWOP, "Seller"), with an address of 4350 East-West Highway,
Suite 400, Bethesda, MD 20814 and USRP I, LLC, a Delaware limited liability
company ("Purchaser"), with an address at 10135 SE Sunnyside Road, Suite 250,
Clackamas, OR 97015. Simultaneously with the execution and delivery of this
Agreement, (a) Seller has entered into a certain Master Agreement dated as of
the date hereof (the "Master Agreement") with Purchaser and certain affiliates
of Purchaser, (b) First Washington and FWOP have entered into a certain
Agreement and Plan of Merger dated as of the date hereof (the "Merger
Agreement") with Purchaser and certain affiliates of Purchaser and (c) FWOP and
USRP LP, LLC, an affiliate of Purchaser, have entered into a certain Limited
Partnership Interest Purchase and Sale Agreement dated as of the date hereof
(the "Partnership Interest Agreement"). This Agreement, the Master Agreement,
the Merger Agreement and the Partnership Interest Agreement are collectively
referred to as the "Transaction Documents".
1. Property Identification. Subject to the terms and provisions hereof
and in consideration of the mutual agreements contained in this Agreement and
the efforts expended prior to the date hereof by Seller and Purchaser in
connection with the transactions contemplated by the Transaction Documents,
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller, with respect to each of the shopping center properties described in
Exhibit 1-A attached hereto, the Real Property, the Personal Property and the
Intangible Property (as each such term is defined below) (each a "Property" and,
collectively, the "Properties"). The following terms used in this Agreement
relating to the various components of the Properties shall have the meanings
indicated:
1.1 "Contracts" shall mean all maintenance, service and other
operating contracts, equipment leases and other arrangements or agreements
to which Seller or any affiliate of Seller is a party affecting the
ownership, repair, maintenance, management, leasing or operation of the
Properties, but not including Leases.
1.2 "Improvements" shall mean, as to each of the properties listed on
Exhibit 1-A, the right, title and interest of the Seller or any affiliate
of Seller in any and all structures, buildings, facilities, parking areas
or other improvements situated on such property's Land and all related
fixtures, improvements, building systems and equipment (including, without
limitation, HVAC, security and life safety systems).
1.3 "Intangible Property" shall mean, as to each Real Property, the
right, title and interest of Seller or any affiliate of Seller in: (a) any
and all permits, entitlements, filings, building plans, specifications and
working drawings, certificates of occupancy,
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operating permits, sign permits, development rights and approvals,
certificates, licenses, warranties and guarantees, engineering, soil, pest
control, survey, environmental, appraisal, market and other reports
relating to the Property; (b) all trade names, service marks, tenant lists,
advertising materials and telephone exchange numbers identified with the
Property; (c) the Contracts and the Leases; (d) all claims, awards,
actions, remedial rights and judgments relating to the Property; (e) all
books, records, files and correspondence relating to the Property; and (f)
all other transferable intangible property, miscellaneous rights, benefits
or privileges of any kind or character with respect to the property.
1.4 "Land" shall mean, as to each of the Properties listed on Exhibit
1-A, the land component in the Property as described in the Title Policies.
1.5 "Leases" shall mean, as to each Real Property, all leases,
concession agreements, rental agreements or other agreements (including all
amendments or modifications thereto) which entitle any person or entity to
the occupancy or use of any portion of the Real Property.
1.6 "Personal Property" shall mean, as to each Real Property, all
furniture, furnishings, trade fixtures and other tangible personal property
directly or indirectly owned by Seller that is located at and used
exclusively in connection with the operation of any Real Property.
1.7 "Real Property" shall mean, as to each property listed on Exhibit
1-A, the Land, the Improvements and all of Seller's right, title and
interest in and to the rights, privileges, easements, and appurtenances to
the Land or the Improvements, including, without limitation, any air,
development, water, hydrocarbon or mineral rights held by any Seller, all
licenses, easements, rights-of-way, claims, rights or benefits, covenants,
conditions and servitudes and other appurtenances used or connected with
the beneficial use or enjoyment of the Land or the Improvements and all
rights or interests relating to any roads, alleys or parking areas adjacent
to or servicing the Land or the Improvements.
1.8 "Title Policy" shall refer to Seller's existing title insurance
policies with respect to the Properties, including all endorsements
thereto, complete copies of which have been delivered by Seller to
Purchaser.
Attached as Exhibit 1-B to this Agreement is a non-exclusive list of other
defined terms used in this Agreement and the Sections of this Agreement where
such terms are defined.
2. Purchase Price. The aggregate purchase price for the Properties (the
"Purchase Price") shall be Six Hundred Seventy-Three Million Nine Hundred
Eighty-Seven Thousand Seven Hundred Eighty-Three ($673,987,783.00) Dollars less
the outstanding principal balance (including any accrued and unpaid interest) as
of the Closing Date (as hereinafter defined) of the Assumed Loans (as defined in
the Master Agreement) encumbering the Properties (but not the Assumed Loans
encumbering the Merger Agreement Properties). The portion of the Purchase
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Price allocated to each Property (the "Allocated Purchase Price") is equal to
the Allocated Consideration (as defined in the Master Agreement) for such
Property. The Purchase Price, as adjusted pursuant to the terms of this
Agreement and the Master Agreement (including, without limitation, adjustments
with respect to Net Working Capital (as defined in the Master Agreement)) (the
"Adjusted Purchase Price"), shall be paid on the Closing Date by wire transfer
of immediately available federal funds.
3. [Intentionally Omitted]
4. Transfer of Equity Interests. Reference is hereby made to the
Properties listed on Exhibit 4 hereto (the "Equity Interest Properties").
Notwithstanding anything to the contrary contained herein, on the Closing Date
there shall be transferred, assigned and conveyed to Purchaser, in lieu of fee
simple title to the Equity Interest Properties, all of the beneficial ownership
interests in the partnership or limited liability company that owns each of the
Equity Interest Properties (collectively, the "Interests") on the following
terms and otherwise on the terms and conditions contained elsewhere in the
Agreement. Seller agrees to cause any of its affiliates or subsidiaries that own
Interests to transfer, assign and convey to Purchaser all such Interests on the
terms and conditions contained in this Agreement. The Interests shall be
transferred free and clear of any pledge, security interest or lien encumbering
the Interests (as opposed to the Equity Interest Properties) in whole or in
part.
5. [Intentionally Omitted]
6. Conditions Precedent.
6.1 Purchaser's Obligations. In addition to any other conditions
precedent in favor of Purchaser as may be set forth elsewhere in the
Transaction Documents, Purchaser's obligations under this Agreement
are expressly subject to the timely fulfillment of the conditions set
forth in this Section 6.1 on or before the Closing Date, or such
earlier date as is set forth below. Each condition may be waived in
whole or in part only by written notice of such waiver from Purchaser
to Seller.
6.1.1 Seller performing and complying in all material
respects with all of the terms of this Agreement to be performed
and complied with by Seller prior to or at the Closing (as
hereinafter defined).
6.1.2 The closing of the transactions contemplated under
the Master Agreement and the other Transaction Documents shall
have occurred or shall be set up to occur immediately following
the Closing under this Agreement.
6.2 Seller's Obligations. In addition to any other conditions
precedent in favor of Seller as may be set forth elsewhere in the
Transaction Documents, Seller's obligations under this Agreement are
expressly subject to the timely fulfillment of the conditions set
forth in this Section 6.2 on or before the Closing Date, or such
earlier date as is set forth
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below. Each condition may be waived in whole or part only by written
notice of such waiver from Seller to Purchaser.
6.2.1 Purchaser performing and complying in all material
respects with all of the terms of this Agreement to be performed
and complied with by Purchaser prior to or at the Closing.
6.2.2 The closing of the transactions contemplated under
the Master Agreement and the other Transaction Documents shall
have occurred or shall be set up to occur immediately following
the Closing under this Agreement.
7. Representations and Warranties.
7.1 Seller's Representations. Seller hereby ratifies and
confirms the representations and warranties of the First Washington
Entities (as defined in the Master Agreement) made in the Master
Agreement, as if set forth in full herein. The representations and
warranties of Seller set forth in or made pursuant to this Agreement
shall not survive the Closing.
7.2 Purchaser's Representations and Warranties. Purchaser hereby
ratifies and confirms the representations and warranties of the USRP
Entities (as defined in the Master Agreement) made in the Master
Agreement, as if set forth in full herein. The representations and
warranties of Purchaser as set forth in or made pursuant to this
Agreement shall not survive the Closing.
8. Closing.
8.1 Closing Date. Subject to Seller's and Purchaser's right to
extend the Closing Date as provided in the Master Agreement, the
closing of the transactions which are the subject of this Agreement
(the "Closing") shall take place at the offices of Goodwin, Procter &
Hoar LLP, 599 Lexington Avenue, New York, New York 10022, or such
other location as may be agreed to by Seller and Purchaser, or through
customary closing arrangements reasonably acceptable to Seller and
Purchaser, in either case on January 12, 2001 (as the same may be
extended in accordance with the Master Agreement, the "Closing Date").
8.2 Seller's Deliveries. At or prior to the Closing, Seller
shall deliver or cause to be delivered, at Seller's sole
expense, pursuant to customary closing escrow arrangements
reasonably satisfactory to Seller and Purchaser, each of the
following items:
8.2.1 a duly executed and acknowledged deed pertaining to
the Real Property portion of each of the Properties, each in a
customary or statutory form, for the state (or, if applicable,
the county) in which such Real Property is located as requested
by Purchaser (collectively, the "Deeds");
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8.2.2 a duly executed bill of sale pertaining to the
Personal Property portion of each of the Properties, each in the
form attached to this Agreement as Exhibit 8.2.2 (collectively,
the "Bills of Sale");
8.2.3 a duly executed counterpart assignment and assumption
pertaining to the Intangible Property portion of each of the
Properties, each in the form attached to this Agreement as
Exhibit 8.2.3 (collectively, the "Assignments of Intangibles");
8.2.4 a duly executed counterpart assignment and assumption
pertaining to the Leases, each in the form attached to this
Agreement as Exhibit 8.2.4 (collectively, the "Assignments of
Leases");
8.2.5 a certificate from Seller certifying the information
required by any of the states in which any of the Properties are
located to establish that the transaction contemplated by this
Agreement is exempt from the tax withholding requirements of such
states (the "State Certificates");
8.2.6 a certificate (the "FIRPTA Certificate") from Seller
certifying the information required by Section 1445 of the Code
to establish, for the purposes of avoiding Purchaser's tax
withholding obligations, that Seller is not a "foreign person" as
defined in Section 445(f)(3) of the Code (as defined in the
Merger Agreement);
8.2.7 duly executed counterparts of all Assumed Loan Lender
Consent Documents (as defined in the Master Agreement) duly
executed by the Assumed Loan Lenders (as defined in the Master
Agreement) and Seller, as applicable;
8.2.8 a letter executed by Seller and, if applicable, its
respective management agent and Purchaser, in form and substance
reasonably satisfactory to Purchaser, addressed to all tenants of
each respective Property, notifying all such tenants of the
transfer of ownership of the Property and directing payment of
all rents accruing after the Closing Date to be made to Purchaser
or such other party as Purchaser directs (the "Tenant Notices");
8.2.9 to the extent not previously delivered to Purchaser
and in Purchaser's possession or under its control, originals of
any of the Contracts, Leases, licenses, approvals, plans,
specifications, warranties, tenant files and other books and
records relating to the ownership and operation of the Property
(or if the original is not in the Seller's possession or control,
copies thereof to the extent in Seller's possession or control);
8.2.10 [Intentionally Omitted]
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8.2.11 such affidavits as may be reasonably and customarily
required by Title Company (as defined in the Master Agreement) to
issue owner's policies of title insurance in the form required
hereby (including, without limitation, without exception for
parties-in-possession (other than tenants under the Leases) or
mechanics' or materialmen's liens);
8.2.12 evidence reasonably satisfactory to Purchaser and
Title Company as to the authority and incumbency of the persons
signing documents on behalf of Seller;
8.2.13 [Intentionally Omitted]
8.2.14 Copies of legal existence certificates for each
entity constituting Seller from the state of its organization and
from each state where it is qualified to do business as shown on
Exhibit A and appropriate votes and authorizations to enter into
and close the transaction contemplated herein;
8.2.15 A duly-executed original counterpart of a closing
statement in accordance herewith;
8.2.16 If the Closing is conducted pursuant to a so-called
"New York style closing," a so-called "gap indemnity" in form
reasonably acceptable to Title Company;
8.2.17 Such other documents as may be reasonably necessary
or appropriate to effect the consummation of the transactions
which are the subject of this Agreement or which are otherwise
required or contemplated by this Agreement;
8.2.18 All books and records relating to each Property and
its operation and management, including, but not limited to, all
financial records, reports and statements in Seller's possession
or control;
8.2.19 An updated Rent Roll (as defined in the Master
Agreement) for each Property dated no earlier than five (5) days
prior to Closing certified by an authorized representative of
Seller as accurate and complete in all material respects;
8.2.20 An assignment and assumption agreement in the form
annexed hereto as Exhibit 8.2.20 duly executed by Seller (the
"Assignment and Assumption of Interests Agreement") with respect
to the transfer of the Interests; and
8.2.21 Amendments to the organizational documents of each
partnership or limited liability company that owns an Equity
Interest Property reflecting the assignment of the Interests to
Purchaser and the withdrawal of Seller as a partner
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or member of each partnership or limited liability company that
owns an Equity Interest Property. Seller and Purchaser agree that
all items of income and loss of each such partnership or limited
liability company that owns an Equity Interest Property for the
tax year in which the Closing occurs shall be allocated to the
partners or members prior to Closing, on the one hand, and the
partners or members after the Closing, on the other hand, based
on the so-called "closing of the books" method.
8.3 Purchaser's Deliveries. At or prior to the Closing,
Purchaser shall deliver the following items pursuant to customary
closing escrow arrangements reasonably satisfactory to Seller and
Purchaser:
8.3.1 By wire transfer of immediately available federal
funds, the Adjusted Purchase Price, less the outstanding balance
(including accrued and unpaid interest) of the Assumed Loans;
8.3.2 Duly executed counterparts of each of the Assignments
of Intangibles, Assignments of Leases and Bills of Sale (and
Tenant Notices where required);
8.3.3 Such evidence or documents as may reasonably be
required by Title Company evidencing the status and capacity of
Purchaser and the authority of the person or persons who are
executing the various documents on behalf of Purchaser in
connection with the purchase of the Properties, and in any event
copies of Purchaser's legal existence certificate from the State
of Delaware and appropriate votes and authorizations to enter
into and close the transactions contemplated in this Agreement;
8.3.4 A duly executed original counterpart of a closing
statement in accordance herewith;
8.3.5 Duly executed counterparts of the Assumed Loan Lender
Consent Documents required to be signed by Purchaser;
8.3.6 Duly executed counterparts of the Assignment and
Assumption of Interests Agreement; and
8.3.7 Such other documents as may be reasonably necessary
or appropriate to effect the consummation of the transactions
which are the subject of this Agreement.
8.4 Close of Escrow. Title Company shall close escrow on the
Closing Date by:
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8.4.1 recording the Deeds;
8.4.2 causing Title Company to issue to Purchaser or its
designee owner's policies of title insurance in the form required
under the Master Agreement;
8.4.3 delivering to Purchaser original executed
counterparts of the Bills of Sale, the FIRPTA Certificate, the
State Certificates, each of the Assignments of Intangibles and
Assignments of Leases, and Assignment and Assumption of Interests
Agreement(s) and any other documents in escrow by Seller pursuant
to Section 8.2;
8.4.4 delivering to Seller (i) original executed
counterparts of the Bills of Sale, the Assignments of Intangibles
and the Assignments of Leases and any other documents deposited
in escrow by Purchaser pursuant to Section 8.3 and (ii) funds in
the amount of the Purchase Price, less the outstanding balance of
the Assumed Loans and as adjusted for prorations, credits,
closing costs and other adjustments provided for in the Master
Agreement and this Agreement; and
8.4.5 delivering the Tenant Notices to the tenants by
certified mail, return receipt requested, with copies to Seller
and Purchaser.
9. Purchase Price Adjustment. Purchaser and Seller acknowledge and
agree that (a) they and their affiliates are parties to the Merger Agreement and
the Master Agreement and (b) they each derive a direct benefit from the
transactions contemplated under the Merger Agreement and the Master Agreement.
Although the Merger Agreement and the Master Agreement each provide for certain
prorations and adjustments to the consideration to be paid by the USRP Entities
to the First Washington Entities under the Transaction Documents, the
Transaction Documents provide for no adjustment to the consideration payable by
the USRP Entities to the First Washington Entities under the Merger Agreement,
except to the extent of adjustments based on the Assumed Loans encumbering the
Merger Agreement Properties, as more particularly set forth therein and in the
Partnership Interest Agreement. Accordingly, Purchaser and Seller have agreed
that the net debit or credit to the aggregate consideration payable under the
Transaction Documents shall be applied against the balance of the Purchase Price
due at Closing under this Agreement. The parties further acknowledge that
portions of such net debit or credit may be derived from the Merger Agreement
Properties (as defined in the Master Agreement), which are not included among
the Properties but instead are properties to be owned by an affiliate of
Purchaser from and after the Effective Time (as defined in the Merger
Agreement).
10. Termination. This Agreement may be terminated at any time prior
to the Closing Date in accordance with the provisions of the Master
Agreement, and any such termination shall have the effects specified in
Section 10.2 of the Master Agreement.
11. Miscellaneous.
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11.1 General. The provisions of Article 11 of the Master
Agreement are incorporated herein by reference with the same force and
effect as if set forth herein.
11.2 IRS Real Estate Sales Reporting. Purchaser, Seller and Title
Company (as defined in the Master Agreement) hereby agree and
acknowledge that Title Company shall act as "the person responsible
for closing" the transaction which is the subject of this Agreement
pursuant to Code Section 6045(e) and shall prepare and file all
informational returns, including, without limitation, IRS Form 1099-S,
and shall otherwise comply with the provisions of Internal Revenue
Code Section 6045(e). Purchaser and Seller shall reasonably cooperate
in connection with such filings.
12. State Specific Provisions.
12.1 Illinois. With respect to all Real Property located in
Illinois: Purchaser and Seller hereby agree to make all disclosures
and do all things necessary to comply with the Illinois Responsible
Property Transfer Act ("Act"). Either a disclosure document ("IRPTA
Disclosure Document") in the form required under the Act, or an
affidavit to the effect that no such IRPTA Disclosure Document is
required under such Act shall be delivered by Seller to Purchaser at
Closing. Purchaser and Seller hereby waive the requirement of the
delivery of an IRPTA Disclosure Document not less than thirty (30)
days prior to the Closing Date, both parties acknowledging and
agreeing that they are aware of the purpose and intent of the IRPTA
Disclosure Document.
12.2 Maryland. Purchaser is hereby apprised of and shall
determine whether the Real Property located in Maryland is subject to
the Agricultural Land Transfer Tax as provided in Maryland Code
Section 13-301 et seq. and Purchaser shall be responsible for the
payment of any Agricultural Land Transfer Tax, if any, due as a result
of the conveyance of the Real Property located in Maryland to
Purchaser.
12.3 New Jersey.
12.3.1 Within ten (10) days following the execution of this
Agreement, Seller shall properly complete an Industrial Site
Recovery Act Applicability/Nonapplicability Affidavit in the
mandated form (the "ISRA Affidavit") for each of the Properties
located in New Jersey and submit each completed ISRA Affidavit to
the New Jersey Department of Environmental Protection ("NJDEP")
Division of Responsible Party Site Remediation pursuant to the
Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the
regulations promulgated thereunder and any amending or successor
legislation and regulations (collectively, "ISRA"). Seller shall
obtain and deliver to Purchaser prior to Closing a letter from
the NJDEP or its successor stating that each of the Properties
located in New Jersey does not constitute an "industrial
establishment" within the meaning of ISRA. Seller shall notify
Purchaser in advance of all meetings scheduled between Seller or
Seller's representatives and NJDEP, and Purchaser and Purchaser's
representatives shall have the right, without the obligation, to
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attend and participate in all such meetings. Satisfaction of the
requirements contained in this Section 12.3.1 shall be a
condition precedent to Purchaser's Closing obligations.
12.3.2.Seller represents and warrants to Purchaser that: (i)
there is no state lien as referred to in the New Jersey Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq., as
same may have been amended, and including any regulations
promulgated thereunder, that has attached to any Real Property
located in New Jersey, and there is no basis for any such lien,
and (ii) Seller has not received any notice of intention to
commence suit pursuant to the New Jersey Environmental Rights
Act, N.J.S.A. 2A:35A-1, et seq., and there is no basis for such
notice to be issued to Seller.
12.4 District of Columbia. In accordance with the laws of the
District of Columbia, Seller hereby advises Purchaser that with
respect to the parcels of Real Property located in the District of
Columbia, the respective characteristics of the soil as described by
the Soil Conservation Service of the United States Department of
Agriculture in the Soil Survey of the District of Columbia published
in 1976, as the same may be amended from time to time, and as shown on
the Soil Maps of the District of Columbia, are as follows: (i) 1529
Wisconsin Avenue - "Urban land association"; (ii) 3066 M Street -
"Urban land association"; and (iii) Spring Valley Shopping Center -
"Urban land - Manor - Glenelg association". For further information,
Purchaser can contact a soil testing laboratory, the District of
Columbia Department of Environmental Services, or the Soil
Conservation Service of the United States Department of Agriculture.
[Remainder of page intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
SELLER:
FIRST WASHINGTON REALTY TRUST, INC.
By: /s/ WILLIAM J. WOLFE
------------------------------------
Name: William J. Wolfe
Title: President and CEO
FIRST WASHINGTON REALTY LIMITED PARTNERSHIP
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------------
Name: William J. Wolfe
Title: President and CEO
FW-NEWARK, L.L.C.
By: First Washington Realty Limited
Partnership,
its sole member
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
<PAGE> 14
L&M DEVELOPMENT COMPANY LIMITED PARTNERSHIP
By: First Washington Realty Limited
Partnership,
its general partner
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
PARKVILLE SHOPPING CENTER, L.L.C.
By: First Washington Realty Limited
Partnership,
its sole member
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
CAPITOL PLACE I INVESTMENT LIMITED PARTNERSHIP
By: First Washington Realty Limited
Partnership,
its general partner
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
<PAGE> 15
NORTHWAY LIMITED PARTNERSHIP
By: First Washington Realty Limited
Partnership,
its general partner
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
SOUTHSIDE MARKETPLACE LIMITED PARTNERSHIP
By: First Washington Realty Limited
Partnership,
its general partner
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
CLOPPERS MILL VILLAGE CENTER, L.L.C.
By: First Washington Realty Limited
Partnership,
its managing member
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
<PAGE> 16
ALLENBETH ASSOCIATES LIMITED PARTNERSHIP
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
BRANCHWOOD APARTMENTS LIMITED
PARTNERSHIP
A tenant in common with First
Washington Realty Limited Partnership
By: Branchwood, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
FIRST WASHINGTON REALTY LIMITED
PARTNERSHIP
A tenant in common with Branchwood
Apartments Limited Partnership
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
<PAGE> 17
WOODHOLME PROPERTIES LIMITED PARTNERSHIP
By: First Washington Realty Limited
Partnership,
its general partner
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
SP ASSOCIATES LIMITED PARTNERSHIP
By: First Washington Realty Limited
Partnership,
its general partner
By: First Washington Realty Trust, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------
Name: William J. Wolfe
Title: President and CEO
JFD LIMITED PARTNERSHIP
By: JFD, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------------
Name: William J. Wolfe
Title: President and CEO
<PAGE> 18
FW-BRYANS ROAD LIMITED PARTNERSHIP
By: Bryans QRS, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------------
Name: William J. Wolfe
Title: President and CEO
GREENSPRING ASSOCIATES LIMITED PARTNERSHIP
By: Valley Centre, Inc.,
its general partner
By: /s/ WILLIAM J. WOLFE
------------------------------
Name: William J. Wolfe
Title: President and CEO
<PAGE> 19
PURCHASER:
USRP I, LLC
By: U.S. Retail Partners, LLC,
its sole member
By: /s/ JAMES W. GAUBE
--------------------------
Name: James W. Gaube
Title: Executive V.P.
<PAGE> 20
The undersigned party, being the Title Company under the Agreement,
hereby joins in the execution of this Agreement solely for the purpose of
acknowledging and agreeing to the provisions of Section 11.2.
LandAmerica Title Insurance Company
By: Commercial Settlements, Inc., its agent
By:
-----------------------------
Name:
Title:
<PAGE> 21
List of Exhibits
<TABLE>
<S> <C> <C>
A - List of FWOP Subsidiaries
1-A - List of Properties
1-B - Selected Defined Terms
4.5 - Equity Interest Properties
8.2.1 - Form of Deed
8.2.2 - Form of Bill of Sale
8.2.3 - Form of Assignment of Intangibles
8.2.4 - Form of Assignment of Lease
8.2.13 - Form of Certificate Regarding Representations and Warranties
8.2.20 - Form of Assignment and Assumption of Interests Agreement
</TABLE>
<PAGE> 22
EXHIBIT A
First Washington Subsidiaries Which Own Properties
and Included in Definition of "Seller"
<PAGE> 23
EXHIBIT 1-A
Properties
<PAGE> 24
EXHIBIT 1-B
List of Defined Terms and Sections Where Defined
"Agreement" - Introductory paragraph.
"Allocated Purchase Price" - Section 2.
"Assignment and Assumption of Interests Agreement" - Section 8.2.20.
"Assignments of Intangibles" - Section 8.2.3.
"Assignments of Leases" - Section 8.2.4.
"Assumed Loan Lenders" - Section 2.
"Assumed Loans" - Section 2.
"Bills of Sale" - Section 8.2.2.
"Business day" - Section 11.15.
"Closing" - Section 8.1.
"Closing Date" - Section 8.1.
"Contracts" - Section 1.1.
"Deeds" - Section 8.2.1.
"Equity Interest Properties" - Section 4.
"FIRPTA Certificate" - Section 8.2.6.
"FWOP" - Introductory paragraph.
"Improvements" - Section 1.2.
"Intangible Property" - Section 1.3.
"Interests" - Section 4.5.
"IRPTA Disclosure Statement" - Section 13.1.
"Land" - Section 1.4.
"Leases" - Section 1.5.
"Personal Property" - Section 1.6.
"Properties" - Introductory paragraph.
"Property" - Introductory paragraph.
"Purchase Price" - Section 2.
"Purchaser" - Introductory paragraph.
"Real Property" - Section 1.7.
"Seller" - Introductory paragraph.
"State Certificates" - Section 8.2.5.
"Tenant Notices" - Section 8.2.8.
"Terminated Contracts" - Section 5.2.2.
"Title Policy" - Section 1.8.
