EXHIBIT 10.3 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 21, 2001 (the "Agreement"), by and among Warburg, Pincus Equity Partners L.P., a Delaware limited partnership ("Warburg"), Price Enterprises, Inc., a Maryland corporation (the...Voting Agreement • March 23rd, 2001 • Price Enterprises Inc • Operators of nonresidential buildings • Maryland
RECITALSPurchase and Sale Agreement • September 17th, 1998 • Price Enterprises Inc • Operators of nonresidential buildings • California
LOAN AGREEMENTLoan Agreement • July 26th, 2000 • Price Enterprises Inc • Operators of nonresidential buildings • New York
AMONGPurchase and Sale Agreement • May 15th, 2001 • Price Enterprises Inc • Real estate investment trusts • Florida
EXHIBIT 10.4 PRICE ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of _______, 2001 (this "AGREEMENT"), among Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership; Warburg, Pincus Netherlands...Registration Rights Agreement • March 23rd, 2001 • Price Enterprises Inc • Operators of nonresidential buildings • New York
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2001 • Price Enterprises Inc • Operators of nonresidential buildings • New York
EXHIBIT 10.1 STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as of March 21, 2001, by and between Price Enterprises, Inc., a Maryland corporation ("Enterprises"), and the undersigned (the "Stockholder")....Stockholder Agreement • March 23rd, 2001 • Price Enterprises Inc • Operators of nonresidential buildings • Delaware
RECITALSSecurities Purchase Agreement • October 26th, 2001 • Price Legacy Corp • Real estate investment trusts
1 EXHIBIT 10.32 FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 29th, 2000 • Price Enterprises Inc • Operators of nonresidential buildings • California
ASSET MANAGEMENT AND DISPOSITION AGREEMENTPrice Enterprises Inc • September 12th, 1997 • Operators of nonresidential buildings • California
Exhibit 10.2 TAX SHARING AGREEMENT TAX SHARING AGREEMENT, dated as of August 26, 1997, between Price Enterprises, Inc., a Delaware corporation ("PEI"), and PriceSmart, Inc., a Delaware corporation and wholly-owned subsidiary of PEI ("PriceSmart")....Tax Sharing Agreement • September 12th, 1997 • Price Enterprises Inc • Operators of nonresidential buildings • California
RECITALSEmployment Agreement • May 14th, 1998 • Price Enterprises Inc • Operators of nonresidential buildings
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ---------------------------- The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to...Joint Filing Agreement • September 28th, 2001 • Price Legacy Corp • Real estate investment trusts
The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
EXHIBIT 15 ---------- REPAYMENT GUARANTY THIS REPAYMENT GUARANTY ("Guaranty") is made as of June 10, 2004, by Sol Price, an individual ("Guarantor") in favor of Wells Fargo Bank, National Association ("Lender"). R E C I T A L S A. Pursuant to the...Price Legacy Corp • June 23rd, 2004 • Real estate investment trusts • California
EXHIBIT 4 --------- PROMISSORY NOTE ---------------Price Legacy Corp • January 8th, 2004 • Real estate investment trusts • California
EXHIBIT 9 --------- AGREEMENT TO FILE SCHEDULE 13D JOINTLY (AS REQUIRED BY ITEM 7 OF SCHEDULE 13D) The undersigned persons hereby agree that reports on Schedule 13D, and any amendments thereto, may be filed in a single statement on behalf of all such...Price Legacy Corp • January 8th, 2004 • Real estate investment trusts
The undersigned persons hereby agree that reports on Schedule 13D, and any amendments thereto, may be filed in a single statement on behalf of all such persons, and each such person designates each of The 520 Group, LLC, Barry McComic, and Mark Daitch as its or his agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it or him with the Securities and Exchange Commission.
SPECIMENPrice Enterprises Inc • August 7th, 1998 • Operators of nonresidential buildings
PRICE ENTERPRISES, INC., transferable on the books of the Corporation by said holder in person, or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to all the terms, conditions and limitations of the Certificate of Incorporation and By-laws and all amendments thereto and supplements thereof, and the restrictive legends included on the back hereof.
FORM OF GUARANTYPrice Enterprises Inc • March 29th, 1999 • Operators of nonresidential buildings • California
RECITALSTransitional Services Agreement • September 12th, 1997 • Price Enterprises Inc • Operators of nonresidential buildings • California
PROMISSORY NOTEPrice Enterprises Inc • March 29th, 1999 • Operators of nonresidential buildings
Reference is made to the Revolving Credit Agreement dated as of the same date as this Promissory Note by and among Borrower, the Lenders named therein, and Wells Fargo Bank, National Association, as Agent (as amended, supplemented or modified from time to time, the "Credit Agreement"). Capitalized terms defined in the Credit Agreement and not otherwise defined in this Promissory Note are used in this Promissory Note with the meanings given the terms in the Credit Agreement. This Promissory Note is one of the Notes referred to in and governed by the Credit Agreement, which Credit Agreement, among other things, contains provisions for the acceleration of the maturity hereof and for the payment of certain additional sums to Lender upon the happening of certain stated events.
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................................1 Section 1.1 DEFINI TIONS.......................................................................... ..1 Section 1.2 COMPLIANCE...Indenture • March 1st, 2002 • Price Legacy Corp • Real estate investment trusts • New York
EXHIBIT 11 ---------- SECURED LOAN AGREEMENTSecured Loan Agreement • June 23rd, 2004 • Price Legacy Corp • Real estate investment trusts • California
DISTRIBUTION AGREEMENTDistribution Agreement • September 12th, 1997 • Price Enterprises Inc • Operators of nonresidential buildings • California
COMMON STOCK [LOGO] COMMON STOCK P E I ------------ ------------ NUMBER SHARESPrice Enterprises Inc • March 27th, 1998 • Operators of nonresidential buildings
PRICE ENTERPRISES, INC., transferable on the books of the Corporation by said holder in person, or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to all the terms, conditions and limitations of the Certificate of Incorporation and By-laws and all amendments thereto and supplements thereof, and the restrictive legends included on the back hereof.
RECITALSSecurities Account Control Agreement • June 23rd, 2004 • Price Legacy Corp • Real estate investment trusts • Minnesota
RECITALSEmployment Agreement • November 20th, 1996 • Price Enterprises Inc • California
RECITALS --------Employment Agreement • July 17th, 1997 • Price Enterprises Inc • Operators of nonresidential buildings • California
R E C I T A L SRegistration Rights Agreement • September 19th, 2001 • Price Legacy Corp • Real estate investment trusts • New York
EXHIBIT 17 ---------- REPAYMENT GUARANTY THIS REPAYMENT GUARANTY ("Guaranty") is made as of June 10, 2004, by Sol and Helen Price Trust dated February 20, 1970 ("Guarantor") in favor of Wells Fargo Bank, National Association ("Lender"). R E C I T A L...Price Legacy Corp • June 23rd, 2004 • Real estate investment trusts • California
RECITALSIndemnity Agreement • May 14th, 1998 • Price Enterprises Inc • Operators of nonresidential buildings • Maryland
ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of April 12, 2002Master Agreement • May 13th, 2002 • Price Legacy Corp • Real estate investment trusts • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
ARTICLE IAgreement of Purchase and Sale and Escrow Instructions • August 12th, 1998 • Price Enterprises Inc • Operators of nonresidential buildings • California
RECITALS --------Employment Agreement • July 17th, 1997 • Price Enterprises Inc • Operators of nonresidential buildings • California
among PRICE ENTERPRISES, INC., as Borrower, UNION BANK OF SWITZERLAND (New York Branch), as Bank, andRevolving Credit Agreement • May 14th, 1998 • Price Enterprises Inc • Operators of nonresidential buildings • New York
AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement ("Amendment") is made and entered into as of April 28, 1997, by and between Price Enterprises, Inc., a Delaware Corporation ("Employer") and Robert M. Gans ("Executive").Employment Agreement • July 17th, 1997 • Price Enterprises Inc • Operators of nonresidential buildings
