<PAGE> 1
EXHIBIT B
------------------------
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>
<CAPTION>
PAGE
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<S> <C> <C>
1. Property Identification..................................... 1
2. Purchase Price.............................................. 2
3. [Intentionally Omitted]..................................... 2
4. Transfer of Equity Interests................................ 2
5. [Intentionally Omitted]..................................... 2
6. Conditions Precedent........................................ 2
6.1 Purchaser's Obligations................................. 2
6.2 Seller's Obligations.................................... 3
7. Representations and Warranties.............................. 3
7.1 Seller's Representations................................ 3
7.2 Purchaser's Representations and Warranties.............. 3
8. Closing..................................................... 3
8.1 Closing Date............................................ 3
8.2 Seller's Deliveries..................................... 3
8.3 Purchaser's Deliveries.................................. 5
8.4 Close of Escrow......................................... 5
9. Purchase Price Adjustment................................... 6
10. Termination................................................. 6
11. Miscellaneous............................................... 6
11.1 General................................................ 6
11.2 IRS Real Estate Sales Reporting........................ 6
12. State Specific Provisions................................... 6
12.1 Illinois............................................... 6
12.2 Maryland............................................... 6
12.3 New Jersey............................................. 6
12.4 District of Columbia................................... 7
</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, 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.
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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 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).
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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 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");
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");
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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]
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;
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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 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:
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.
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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.
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
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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 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
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
<PAGE> 11
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
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
<PAGE> 12
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
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
<PAGE> 13
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
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
<PAGE> 14
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
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> 15
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.
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> 16
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> 17
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.
