0001047469-04-007988 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • Price Legacy Corp • Real estate investment trusts • California

AGREEMENT, dated as of December 29, 2003, by and between Price Legacy Corporation, a Maryland corporation (the "Company"), and Jeff Fisher ("Executive").

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Price Legacy Corp • Real estate investment trusts • California

This FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of February 2, 2004 by and among PRICE LEGACY CORPORATION (the "Borrower"), EXCEL LEGACY CORPORATION and EXCEL LEGACY HOLDINGS, INC. (the "Guarantors"), each of the financial institutions party hereto and their assignees under §18 of the Credit Agreement (as defined below)(the "Banks"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent (the "Agent") and the other parties thereto.

PRICE LEGACY CORPORATION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2004 • Price Legacy Corp • Real estate investment trusts • New York

WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement, dated as of March 21, 2001 (the "Purchase Agreement"), by and among Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., Warburg, Pincus Netherlands Equity Partners III, C.V. (collectively, the "Warburg Entities") and the Company, the Warburg Entities purchased from the Company 17,985,612 shares of 9% Series B Junior Convertible Redeemable Preferred Stock, par value $.0001 per share (the "Series B Preferred Stock"), of the Company and a warrant (the "Warburg Warrants") to purchase an aggregate of 2,500,000 shares of Common Stock of the Company, par value $.0001 per share (the "Common Stock"), at an exercise price of $8.25 per share; and

CONSULTING AND OFFICE SERVICES AGREEMENT (UTAH OFFICE)
Consulting and Office Services Agreement • March 15th, 2004 • Price Legacy Corp • Real estate investment trusts • California

THIS CONSULTING AND OFFICE SERVICES AGREEMENT (this "Agreement") is dated as of January 30, 2004, by and between KAUSAY HOLDINGS, LLC, a California limited liability company ("Kausay"), and PRICE LEGACY CORPORATION, a Maryland corporation ("Owner"), with reference to the following facts:

MUTUAL RELEASE AGREEMENT
Mutual Release Agreement • March 15th, 2004 • Price Legacy Corp • Real estate investment trusts

This Mutual Release Agreement ("Agreement') dated January 2, 2004 by and between Price Legacy Corporation, a Maryland corporation, its subsidiaries and affiliates (collectively known as the "Company"), and James Y. Nakagawa ("Executive"). The Company and Executive are referred herein sometimes as the "Party" and collectively as the "Parties".

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