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EXHIBIT 99.3
FIRST AMENDMENT TO PURCHASE AND SALE AND GROUND LEASE
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND ESCROW INSTRUCTIONS
(Portland Fixture Portfolio)
This FIRST AMENDMENT TO PURCHASE AND SALE AND GROUND LEASE ASSIGNMENT
AND ASSUMPTION AGREEMENT AND ESCROW INSTRUCTIONS (this "FIRST AMENDMENT") is
dated for reference purposes only as of October 2, 1998, by and between PORTLAND
FIXTURE LIMITED PARTNERSHIP, an Oregon limited partnership ("SELLER"), and PAN
PACIFIC RETAIL PROPERTIES, INC., a Maryland corporation ("BUYER").
R E C I T A L S :
A. Seller and Buyer previously entered into that certain Purchase and
Sale and Ground Lease Assignment and Assumption Agreement and Escrow
Instructions dated as of September __, 1998, (the "PURCHASE AGREEMENT") pursuant
to which Buyer agreed to purchase and Seller agreed to certain real and personal
property described therein. Capitalized terms used and not otherwise defined
shall have the meanings given to such terms in the Purchase Agreement.
B. Pursuant to Section 15.3 of the Purchase Agreement, Buyer is
concurrently herewith assigning and delegating its rights and rights and
obligations under the Purchase Agreement with respect to Hood River Shopping
Center and the Oregon Trail Shopping Center to Pan Pacific (Portland), LLC, a
Delaware limited liability company ("PPP"), which is an affiliate of Buyer.
Notwithstanding the provisions of Section 15.3 of the Purchase Agreement,
Seller, Buyer and PPP have agreed that such assignment and delegation shall be
consummated by amending the Purchase Agreement to, among other things, delete
from the Property the Hood River Shopping Center and the Oregon Trail Shopping
Center, and concurrently executing a new purchase and sale agreement between
Seller and PPP with respect to Hood River Shopping Center and the Oregon Trail
Shopping Center (The "ADDITIONAL PURCHASE AGREEMENT").
C. Buyer and Seller are entering into this First Amendment for the
purpose of memorializing the foregoing amendment to the Purchase Agreement and
for the further purposes below set forth. Seller and PPP are concurrently
herewith executing the Additional Purchase Agreement.
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Xxxx Xxxx Peek Xxxxxxxx Xxxxxx and Xxxxxxxx
Attorneys and Counsellors at Law
Reno, Nevada
(000) 000-0000 or (000) 000-0000
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A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:
1. MODIFICATION TO EXHIBIT A. EXHIBIT A of the Purchase Agreement is
hereby deleted in its entirety and replaced with EXHIBIT A attached hereto.
2. PURCHASE PRICE. Section 4.1 is hereby deleted in its entirety and
replaced with the following:
4.1 PURCHASE PRICE. Subject to the terms and conditions of this
Agreement, Buyer agrees to pay, and Seller agrees to accept, as
consideration for conveyance of the Property from Seller to
Buyer, the sum of Seven Million Seven Hundred Twenty-one Thousand
Five Hundred Seventy-seven and No/100ths Dollars ($7,721,577.00)
(the "PURCHASE PRICE").
3. PAYMENT OF PURCHASE PRICE. Section 4.3 is hereby deleted in its
entirety and replaced with the following:
4.3 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid
and delivered by Buyer as follows:
Purchaser shall be credited in the amount of (i) the Deposit, and
(ii) an amount equal to one-half of one percent (.05%) of the
principal balance, at Closing, of the U.S. Bank loan with respect
to the Property, such amount being attributable to Seller's share
of loan assumption fees agreed to be split between Buyer and
Seller, whether actually incurred or not. The resulting net
amount of the Purchase Price ("BALANCE"), subject to adjustments
as provided in Sections 9.7 and 9.8 hereof, shall be deposited
with Escrow Holder in immediately available funds at Closing.
4. CONCURRENT CLOSINGS. Section 7.10 is hereby deleted in its entirety
and replaced with the following:
7.10 CONCURRENT CLOSINGS. Buyer and Seller, concurrently with
the Closing, shall have closed and consummated the transactions
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Xxxx Xxxx Peek Xxxxxxxx Xxxxxx and Xxxxxxxx
Attorneys and Counsellors at Law
Reno, Nevada
(000) 000-0000 or (000) 000-0000
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contemplated pursuant to that certain Purchase and Sale Agreement
and Escrow Instructions (Hood River and Oregon Trail Shopping
Centers) (the "RELATED AGREEMENT") .
5. RATIFICATION. As amended by this First Amendment, the Purchase
Agreement remains in full force and effect.
6. COUNTERPARTS. This First Amendment may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this First Amendment is executed the day and year
first above written by the parties hereto.
"Seller"
PORTLAND FIXTURE LIMITED PARTNERSHIP,
AN OREGON LIMITED PARTNERSHIP
BY: PFMGP, INC.
ITS: GENERAL PARTNER
BY:
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XXXXX X. XXXXX
ITS: PRESIDENT
"Buyer"
PAN PACIFIC RETAIL PROPERTIES, INC.,
A MARYLAND CORPORATION
BY:
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XXXXX X. XXXXXX
ITS: EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
BY:
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XXXXXXX X. XXXXXXXX
ITS: EXECUTIVE VICE PRESIDENT
AND CHIEF OPERATIONS OFFICER
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Xxxx Xxxx Peek Xxxxxxxx Xxxxxx and Xxxxxxxx
Attorneys and Counsellors at Law
Reno, Nevada
(000) 000-0000 or (000) 000-0000
