SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
[James Center, Tacoma, Pierce County, Washington]
THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Sixth
Amendment") is made as of the 24th day of March, 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 REGENCY
CENTERS, L.P. , a Delaware limited partnership ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller and Pacific Retail Trust 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 23, 1998, that certain Third Amendment to Agreement of Purchase and
Sale dated January 25, 1999, that certain Fourth Amendment to Agreement of
Purchase and Sale dated February 8, 1999 and that certain Fifth Amendment to
Agreement of Purchase and Sale dated February 15, 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, Regency Realty Corporation, a Florida corporation and the
successor by merger of Pacific Retail Trust, assigned its rights as purchaser
under the Agreement to Purchaser by that certain assignment dated March 22,
1999;
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 Sixth
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:
As designated by Purchaser upon not less than three (3) days
prior notice to Seller, but in no event later than April 7,
1999. However, in the event the assumption documents for the
Loan have not been approved by Purchaser on or before April 5,
1999, Purchaser shall have the right, at its
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sole discretion and for no additional consideration, to extend
the outside Closing Date from April 7, 1999 to April 21, 1999.
If Purchaser elects to exercise such option, Purchaser shall
notify Seller and Escrow Agent.
3. Purchaser hereby instructs Escrow Agent to release the previously
unreleased portion of the Earnest Money in the amount of $162,500.00 to
Seller. In the event Purchaser elects, in its sole and absolute
discretion, to terminate the Agreement because it has been unable to
negotiate acceptable terms for the assumption of the Loan, all Earnest
Money (including the $37,500.00 which has previously been released to
Seller and the $162,500.00 which is to be released to Seller pursuant
to this Sixth Amendment) shall be promptly returned to Purchaser.
4. Purchaser hereby acknowledges that the updated Tenant Estoppels and the
SEPA Approval have been received and approved by Purchaser, and the
title objections described on Exhibit A to the Fourth Amendment to
Agreement of Purchase and Sale have been satisfied with the exception
of Exception No. 64 which is to be satisfied by Seller prior to
Closing.
5. 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 Sixth Amendment and the provisions of the Agreement,
the provisions of this Sixth Amendment shall control.
6. This Sixth 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 Sixth 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 Sixth
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"
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REGENCY CENTERS, L.P., a Delaware
limited partnership
By: REGENCY REALTY CORPORATION,
a Florida corporation, General Partner
By: _________________________
Name:_________________________
Title:________________________
"Purchaser"
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