FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
[James Center, Tacoma, Pierce County, Washington]
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Fifth
Amendment") is made as of the 15th day of February, 1999, by and among JS -
JAMES CENTER ASSOCIATES, L. P., a Washington limited partnership, acting herein
by and through its general partner, Johnson Capital Corp. ("Seller") and PACIFIC
RETAIL TRUST, a Maryland real estate investment trust ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser have heretofore entered into that certain
Agreement of Purchase and Sale dated October 6, 1998, as amended by that certain
First Amendment to Agreement of Purchase and Sale dated November 24, 1998, that
certain Second Amendment to Agreement of Purchase and Sale dated December __,
1998, that certain Third Amendment to Agreement of Purchase and Sale dated
January 25, 1999, and that certain Fourth Amendment to Agreement of Purchase and
Sale dated February 8, 1999 (as amended, the "Agreement"), pertaining to the
real property located in Tacoma, Pierce County, Washington, such real property
being more particularly described in the Agreement;
WHEREAS, Seller and Purchaser hereby desire to amend the Agreement as
more particularly set forth below;
NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, Seller and Purchaser agree as
follows:
1. All capitalized terms used herein shall have the same meaning as
defined in the Agreement, unless otherwise defined in this Fifth
Amendment.
2. The Closing Date, as defined in Paragraph 1.1(g) of the Agreement is
hereby deleted in its entirety and replaced with the following:
March 24, 1999, unless further extended as provided in
Paragraph 2.8 below. However, in the event Purchaser elects to
extend the Closing Date, the Closing shall occur on or before
five (5) days after the Purchaser obtains the SEPA Approval
provided all of the conditions relating to the SEPA Approval
set forth in the second sentence of Paragraph 2.8 have been
satisfied.
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3. Purchaser has received that certain Assignment and Assumption of Lease
and Second Amendment to Lease (the form and content of which is
acceptable to Purchaser) fully executed by Associated Grocers, and this
requirement is no longer a contingency to Closing.
4. Except as amended herein, the Agreement shall remain in full force and
effect. In the event of any conflicts or inconsistencies between the
provisions of this Fifth Amendment and the provisions of the Agreement,
the provisions of this Fifth Amendment shall control.
5. This Fifth Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of such
counterparts shall constitute one agreement. To facilitate execution of
this Fifth Amendment, the parties may execute and exchange facsimile
counterparts of the signature pages, and facsimile counterparts shall
serve as originals.
IN WITNESS WHEREOF, the parties hereto have executed this Fifth
Amendment as of the date first above written.
JS - JAMES CENTER ASSOCIATES, L.P.,
a Washington limited partnership
By: JOHNSON CAPITAL CORP.,
its general partner
By: __________________________
Name:__________________________
Title:_________________________
"Seller"
PACIFIC RETAIL TRUST,
a Maryland real estate investment trust
By: ____________________________
Name:___________________________
Title:__________________________
"Purchaser"
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