Western Investment Real Estate Trust Sample Contracts

Western Properties Trust – VOTING AGREEMENT (August 31st, 2000)

Exhibit 10.1 VOTING AGREEMENT VOTING AGREEMENT dated as of August 21, 2000, among WESTERN PROPERTIES TRUST, a California real estate investment trust ("WESTERN"), Revenue Properties (U.S.), Inc., a Delaware corporation ("RPUS") and Pan Pacific Development (Nevada) Inc., a Nevada corporation and a wholly-owned subsidiary of RPUS ("PPD"). WHEREAS, Western and Pan Pacific Retail Properties, Inc., a Maryland corporation ("PAN PACIFIC"), propose to enter into an Agreement and Plan of Merger dated as of the date hereof, substantially in the form attached hereto as EXHIBIT A (the "MERGER AGREEMENT"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement) providing for the merger of Western with and into Pan Pacific (the "MERGER"), upon the terms and subject to the conditions set forth in the Merger Agreement;

Western Properties Trust – AGREEMENT AND PLAN OF MERGER (August 31st, 2000)

Exhibit 2.1 [EXECUTION COPY] AGREEMENT AND PLAN OF MERGER BETWEEN PAN PACIFIC RETAIL PROPERTIES, INC., A MARYLAND CORPORATION AND WESTERN PROPERTIES TRUST, A CALIFORNIA REAL ESTATE INVESTMENT TRUST DATED AS OF AUGUST 21, 2000 TABLE OF CONTENTS ARTICLE I. DEFINITIONS.........................................................3 ARTICLE II. THE MERGER........................................................13 Section 2.1 The Incorporation.........................................13 Section 2.2 The Merger................................................13 Section 2.3 C

Western Properties Trust – AGREEMENT (March 28th, 2000)

AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN/PINECREEK, L.P. THIS AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN/PINECREEK, L.P. (this "Agreement"), dated as of November ____, 1999, is entered into by and between WESTERN PROPERTIES TRUST, a California business trust, as general partner (in its capacity as General Partner) (the "General Partner"), and each person who is a signatory hereto, as limited partner (each, a "Limited Partner" and collectively, the "Limited Partners"). THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. WESTERN/PINECREEK, L.P. (the "Partnership") was formed as a limited partnership under the laws of the State of Delaware by a Certificate of Limited Partnership filed with the Secretary of State of Delaware on November 10, 1999. B. On

Western Properties Trust – AGREEMENT (November 10th, 1999)

AGREEMENT This Agreement is made and is effective the 4th day of August, 1999, between WESTERN INVESTMENT REAL ESTATE TRUST ("Company") and BRADLEY N. BLAKE ("Executive"). The parties desire to amend certain provisions in an employment agreement between the parties dated January 28, 1998. The "Change of Control" section shall be amended to read as follows: Change of Control: As of the date of the Change of Control, any remaining balance on the stock purchase loan will be forgiven and all options, restricted stock and other stock subject to vesting will vest 100%. If, in anticipation of, or during the 12-month period following a Change of Control, the

Western Investment Real Estate Trust – STOCK PURCHASE AND CONTRIBUTION AGREEMENT (November 13th, 1998)

Exhibit 5 -------------------------------------------------------------------------------- STOCK PURCHASE AND CONTRIBUTION AGREEMENT by and among the Selling Stockholders listed herein, as Seller, Kienow's Food Stores, Inc., as the Company, and Western Real Estate Services, Inc., as Buyer, and Western Investment Real Estate Trust, as Western dated as of September 29, 1998. -

Western Investment Real Estate Trust – AGREEMENT (November 13th, 1998)

AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN/KIENOW, L.P. TABLE OF CONTENTS ARTICLE I. DEFINED TERMS. . . . . . . . . . . . . . 1 ARTICLE II. PARTNERSHIP CONTINUATION AND IDENTIFICATION . . . . . . 9 2.02 Name, Office and Registered Agent. . . . . . . . . . . . . . . . . 9 2.03 Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 2.04 Term and Dissolution . . . . . . . . . . . . . . . . . . . . . . . 9 2.05 Filing of Certificate and Perfection of Limited Partnership. . . . 10 ARTICLE III.

Western Investment Real Estate Trust – 1998 EQUITY INCENTIVE PLAN (August 4th, 1998)

EXHIBIT 10.4 WESTERN INVESTMENT REAL ESTATE TRUST 1998 EQUITY INCENTIVE PLAN 1. Purpose The purpose of the Western Investment Real Estate Trust 1998 Equity Incentive Plan (the "Plan") is to advance the interests of Western Investment Real Estate Trust ("Western" or the "Company"), a California real estate investment trust, and its Affiliates (as defined below) by providing share ownership opportunities to employees, officers and trustees of Western and its Affiliates who contribute significantly to the performance of Western. In addition, the Plan is intended to enhance the ability of Western and its Affiliates to attract and retain individuals of superior ability and to motivate such people to exert their best efforts toward the future progress and profitability of Western. For purposes of the Plan, an Affiliate shall be any corporation in which Western has a direct or indirect ownership interest of 50% or more of the total combined voting power of all c

Western Investment Real Estate Trust – COMPENSATION AGREEMENT (March 30th, 1998)

COMPENSATION AGREEMENT This Compensation Agreement (the "Agreement") is entered into as of December 31, 1997 (the "Effective Date") by and between Western Investment Real Estate Trust (the "Trust") and O.A. Talmage (the "Recipient") with reference to the following: A. The Trust has currently in effect a Trustee Emeritus Program and a Death and Disability Program (together, the "Programs") in which the Recipient has participated or may be eligible to participate. B. In exchange for the Recipient's withdrawal from and renouncing of eligibility for such Programs, the Trust agrees to enter into this Agreement. NOW, THEREFORE, the parties agree as follows: 1.1 WITHDRAWAL FROM THE PROGRAMS. The parties acknowledge that, as of the Effective Date, the Recipient has elected to participate in the Programs or may become entitled to participate in the Programs in the future. The Recipient hereby (a) agrees to b

Western Investment Real Estate Trust – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (September 24th, 1997)

================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| ------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank)

Western Investment Real Estate Trust – UNDERWRITING AGREEMENT (September 24th, 1997)

Exhibit 1.1 $25,000,000 of 7.10% Senior Notes due September 15, 2006 $25,000,000 of 7.20% Senior Notes due September 15, 2008 $25,000,000 of 7.30% Senior Notes due September 15, 2010 UNDERWRITING AGREEMENT September 22, 1997 PAINEWEBBER INCORPORATED 1285 Avenue of the Americas New York, New York 10019 Dear Ladies and Gentlemen: Western Investment Real Estate Trust, a business trust organized under the laws of the State of California (the "Company), confirms its agreement with PaineWebber Incorporated, as underwriter (the "Underwriter"), as follows: 1. DESCRIPTION OF SECURITIES. The Company proposes to issue and sell to you the principal amount of its debt securities identified on Schedule A hereto (the "Securities") to be issued under an Indenture, dated September 1, 199