EXHIBIT 1
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AGREEMENT TO ASSIGN PURCHASE AGREEMENT
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This Agreement made this 18th day of December, 2003 by and between THE PRICE
GROUP, LLC, a California limited liability company ("TPG") and THE 520 GROUP,
LLC, a California limited liability company ("520 Group").
RECITALS
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A) TPG is a party to a "Purchase Agreement" dated September 9, 2003 by
and between TPG and various Warburg entities. The Purchase Agreement
is attached hereto as Exhibit A.
B) Pursuant to the Purchase Agreement, TPG paid a deposit of Five Million
Dollars ($5,000,000) (the "Deposit").
C) The Purchase Agreement requires that TPG pay Warburg entities One
Hundred Thirty Eight Million Dollars ($138,000,000) (less the Five
Million Dollar ($5,000,000) deposit) on January 5, 2004.
D) 520 group wishes to acquire TPG rights under the Purchase Agreement
and is arranging to raise One Hundred Forty Million Dollars
($140,000,000); Sixty Million Dollars (($60,000,000) from investors
and Eighty Million Dollars ($80,000,000) in loans.
NOW THEREFORE, in consideration of the mutual covenants herein, the parties
agree as follows:
1. Prior to January 5, 2004 TPG shall assign the Purchase Agreement to
520 Group and 520 Group will accept such assignment in the form of
assignment attached hereto to be duly executed and delivered by TPG
and 520 Group.
2. At the time of the Assignment, 520 will reimburse TPG the Five Million
Dollar ($5,000,000) Deposit plus any fees to banks and attorneys, and
other expenses plus interest on the aforementioned Deposit and
expenditures at the rate of seven percent (7%) per annum from the
dates of such Deposit and expenditures until the date of
reimbursement.
Executed as of the date first written above.
THE PRICE GROUP LLC THE 520 GROUP LLC
By /s/ Xxxx XxXxxxx By /s/ Xxxx Xxxxxx
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Xxxx XxXxxxx - A Manager Xxxx Xxxxxx - A Manager
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx XxXxxxx
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Xxxxx X. Xxxxxx - A Manager Xxxxx XxXxxxx - A Manager
