Registration Rights Agreement dated January 17, 2003



Exhibit 4.18 
 

 
REGISTRATION RIGHTS AGREEMENT 
 
by
and among 
 
PAN PACIFIC RETAIL PROPERTIES, INC.

 
and 
 
THE UNDERSIGNED HERETO 
 
dated as of 
 
January 17, 2003 
 








 
TABLE OF
CONTENTS 
 

	  	   	  	   	  	   	  Page


	  1.
	   	  Definitions
	   	  1

	
	  	   	  (a)
	   	  “Agreement”
	   	  1

	  	   	  (b)
	   	  “Company”
	   	  2

	  	   	  (c)
	   	  “Company Common Stock”
	   	  2

	  	   	  (d)
	   	  “Company Registration Expenses”
	   	  2

	  	   	  (e)
	   	  “Commission”
	   	  2

	  	   	  (f)
	   	  “Contribution Agreement”
	   	  2

	  	   	  (g)
	   	  “Effective Time”
	   	  2

	  	   	  (h)
	   	  “Exchange Act”
	   	  2

	  	   	  (i)
	   	  “Issuee”
	   	  2

	  	   	  (j)
	   	  “Issuee OP Units”
	   	  2

	  	   	  (k)
	   	  “NASD”
	   	  2

	  	   	  (l)
	   	  “OP Units”
	   	  2

	  	   	  (m)
	   	  “Operating Partnership”
	   	  2

	  	   	  (n)
	   	  “Original Registration Rights Agreement”
	   	  2

	  	   	  (o)
	   	  “Registration Expenses”
	   	  2

	  	   	  (p)
	   	  “Securities Act”
	   	  3

	  	   	  (q)
	   	  “Shelf Registration”
	   	  3

	
	  2.
	   	  Termination of Original Registration Rights Agreement
	   	  3

	
	  3.
	   	  Shelf Registration
	   	  3

	
	  	   	  (a)
	   	  Obligation to File
	   	  3

	  	   	  (b)
	   	  Black–Out Periods of the Issuee
	   	  3

	  	   	  (c)
	   	  Number of Shelf Registrations
	   	  4

	  	   	  (d)
	   	  Notice
	   	  4

	  	   	  (e)
	   	  Expenses
	   	  4

	
	  4.
	   	  Registration Procedures
	   	  4

	
	  5.
	   	  Preparation; Reasonable Investigation
	   	  6

	
	  6.
	   	  Indemnification
	   	  6

	
	  	   	  (a)
	   	  Indemnification by the Company
	   	  6

	  	   	  (b)
	   	  Indemnification by the Issuee
	   	  7

	  	   	  (c)
	   	  Notices of Claims, etc.
	   	  7

	  	   	  (d)
	   	  Other Indemnification
	   	  8

	  	   	  (e)
	   	  Indemnification Payments
	   	  8

	  	   	  (f)
	   	  Contribution
	   	  8


 

i 









	  	   	  	   	  	   	  Page


	
	  7.
	   	  Covenants Relating to Rule 144
	   	  8

	
	  8.
	   	  Miscellaneous
	   	  8

	
	  	   	  (a)
	   	  Counterparts
	   	  9

	  	   	  (b)
	   	  Governing Law
	   	  9

	  	   	  (c)
	   	  Entire Agreement
	   	  9

	  	   	  (d)
	   	  Notices
	   	  9

	  	   	  (e)
	   	  Successors and Assigns
	   	  9

	  	   	  (f)
	   	  Headings
	   	  10

	  	   	  (g)
	   	  Amendments and Waivers
	   	  10

	  	   	  (h)
	   	  Interpretation; Absence of Presumption
	   	  10

	  	   	  (i)
	   	  Severability
	   	  10


 

ii 








 
        This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of January 17, 2003, by and among Pan Pacific Retail Properties, Inc., a Maryland corporation (the
“Company”), and the undersigned hereto (the “Issuee”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Second Amended Partnership Agreement (as defined herein). 
 
        WHEREAS, as of
the date hereof, the Issuee is a Limited Partner of CT Operating Partnership, L.P., a California limited partnership formerly known as Alexander Haagen Properties Operating Partnership, L.P. (the “Operating Partnership”), pursuant to that
certain Second Amended and Restated Agreement of Limited Partnership of CT Operating Partnership, L.P., a California Limited Partnership, dated as of March 23, 2000, as amended by the First Amendment thereto dated October 1, 2002 (the
“Partnership Agreement”); 
 
        WHEREAS, Issue is the holder of the designated number Limited Partnership Units of the Partnership set forth next to their signature below (such units held by the Issuee, the
“Issuee OP Units”); 
 
        WHEREAS, the Company and Center Trust, Inc., a Maryland corporation and general partner of the Operating Partnership (“Center Trust”) have, concurrently with the execution of
this Agreement, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which a wholly-owned subsidiary of Pan Pacific will merge with and into Center Trust, with Center Trust continuing as the surviving
corporation and wholly-owned subsidiary of Pan Pacific (the “Merger”); 
 
        WHEREAS, in connection with the Merger, the Issuee has entered into the Second Amended and Restated Agreement of Limited Partnership of CT Operating
Partnership, L.P., a California limited partnership (the “Second Restated Partnership Agreement”), which amends and restates the Partnership Agreement to provide, among other things, that Limited Partnership Units (as defined in the Second
Restated Partnership Agreement) in the Operating Partnership will be exchangeable for shares of common stock of the Company, upon the terms and conditions contained in the Second Restated Partnership Agreement; and 
 
        WHEREAS, the
parties hereto intend for this Agreement to replace that certain Registration Rights Agreement dated as of March 24, 1998, by and between Alexander Haagen Properties Operating Partnership, L.P., a California Limited Partnership, and the Issuee (the
“Original Registration Rights Agreement”) effective as of the Effective Time (defined below). 
 
        NOW, THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 
 
        1.  Definitions. As used herein, the following terms shall have the following meanings: 
 
        (a) “Agreement” shall have the meaning set forth in
the first paragraph hereof. 
 









 
        (b) “Company” shall have the meaning set forth in the first paragraph hereof. 
 
        (c) “Company Common Stock” shall mean the common stock of Company, par value
$.01. 
 
        (d) “Company Registration Expenses” shall mean the fees and disbursements of counsel and independent public accountants for the Company incurred in connection with the
Company’s performance of or compliance with this Agreement, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, and any premiums and other costs of
policies of insurance obtained by the Company against liabilities arising out of the sale of any securities. 
 
        (e) “Commission” shall mean the Securities and Exchange Commission, and any
successor thereto. 
 
        (f) “Contribution Agreement” shall mean that certain contribution agreement by and between Alexander Haagen Properties Operating Partnership, L.P. and Issuee or one or more of
Issuee’s affiliates, pursuant to which Issuee acquired the Issuee OP Units. 
 
        (g) “Effective Time” shall mean the effective time of the Merger. 
 
        (h) “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and any successor thereto, and the rules and regulations thereunder. 
 
        (i) “Issuee” shall have the meaning set forth in the first paragraph hereof.

 
        (j) “Issuee OP Units” shall mean the OP Units received by the Issuee pursuant to the Contribution Agreement. 
 
        (k) “NASD” shall mean the National Association of
Securities Dealers, Inc. 
 
        (l) “OP Units” shall mean the units of limited partnership interest in the Operating Partnership. 
 
        (m) “Operating Partnership” shall have the meaning
set forth in the Recitals hereto. 
 
        (n) “Original Registration Rights Agreement” shall have the meaning set forth in the Recitals hereto. 
 
        (o) “Registration Expenses” shall mean all
registration, filing and stock exchange or NASD fees, all fees and expenses of complying with securities or blue sky laws, all printing expenses, messenger and delivery expenses, any fees and disbursements of any separate counsel retained by the
Issuee, and transfer taxes, if any, and any premiums and other costs of policies of insurance obtained by the Issuee against liabilities arising out of the public offering of securities, including Company Registration Expenses, but specifically
excludes any fees and 
 

2 








disbursements of underwriters customarily paid by sellers of securities who are not the issuers of such
securities and all underwriting discounts and commissions. 
 
        (p) “Securities Act” shall mean the Securities Act of 1933, as amended, and any successor thereto, and the rules and regulations thereunder. 
 
        (q)
“Shelf Registration” shall have the meaning set forth in Section 3(a). 
 
        2.  Termination of Original Registration Rights Agreement. This Agreement shall become effective, at the Effective Time. The parties
hereto agree that as of the Effective Time, the Original Registration Rights Agreement will be of no further force or effect and Issuee’s sole registration rights with respect to the Issuee OP Units will be as set forth in this Agreement.

 
        3.  Shelf Registration 
 
        (a)  Obligation to File. As soon as possible after the Effective Time,
but in no event later than 45 days after the Effective Time, the Company will cause to be filed with the Commission a registration statement (the “Shelf Registration”) under Rule 415 of the Securities Act for the resale by the Issuee of
the Company Common Stock received, or to be received, by the Issuee upon exchange of the Issuee OP Units (the “Issuee Stock”). The Company shall use its reasonable best efforts to cause the Shelf Registration to become effective, and keep
the Shelf Registration continuously effective until the earlier of (i) the date on which the Issuee may sell all the Issuee Stock without registration and without restriction by the volume limitations of Rule 144(e) of the Securities Act or such
time as all the Issuee Stock has been sold pursuant to the Shelf Registration. During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the
Securities Act and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. 
 
        (b)  Black-Out Periods of the Issuee.
Notwithstanding anything herein to the contrary, (i) the Company shall have the right from time to time to suspend the effectiveness of the Shelf Registration during the period starting with the date 30 days prior to the Company’s good faith
estimate, as certified in writing by an executive officer of the Company to the Issuee, of the proposed date of filing of a registration statement or a preliminary prospectus supplement relating to an existing shelf registration statement, in either
case, pertaining to an underwritten public offering of equity securities of the Company for the account of the Company, and ending on the date 75 days following the effective date of such registration statement or the date of filing of the final
prospectus supplement, and (ii) the Company shall be entitled to suspend the effectiveness of the Shelf Registration (but not for a period exceeding 75 days in any calendar year) if the Company determines, in its good faith judgment, that the
continued effectiveness would interfere with any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries or public disclosure thereof would be required
prior to the time such disclosure might otherwise be required, or when the Company is in possession of material information that it deems advisable not to disclose in a registration statement. 
 

3 








 
(c)  Number of Shelf Registrations. The Company shall be obligated to effect, under this Section 3, only one Shelf Registration. A Shelf Registration shall not be deemed to have been effected if such registration
cannot be used by the Issuee for more than 60 days as a result of any stop order, injunction or other order of the Commission or other government authority for any reason other than an act or omission of the Issuee. 
 
(d)   Notice. The Company shall give the
Issuee prompt notice in the event that the Company has suspended the effectiveness of the Shelf Registration under Section 3(b). 
 
(e)  Expenses. All Registration Expenses incurred in connection with the Shelf Registration shall be borne by the
Company. 
 
        4.  Registration Procedures. In connection with the filing of any registration statement as provided in Section 3, the Company shall use its reasonable best efforts to,
as expeditiously as reasonably practicable: 
 
(a)  prepare and file with the Commission the requisite registration statement (including a prospectus therein) to effect such registration and use its reasonable best efforts to cause such registration statement to become
effective, provided that before filing such registration statement or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Issuee, at least five business days prior to the filing thereof, copies of all such
documents proposed to be filed, which documents will be subject to the review of such counsel before any such filing is made, and the Company will comply with any reasonable request made by such counsel to make changes in any information contained
in such documents relating to the Issuee; 
 
(b)   prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to maintain the effectiveness of such
registration and to comply with the provisions of the Securities Act with respect to the resale of the Issuee Stock covered by such registration statement; 
 
(c)  furnish to the Issuee such number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statements (including each complete prospectus and any summary prospectus) and any other prospectus filed
under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, including documents incorporated by reference, as the Issuee may reasonably request; 
 
(d)  register or qualify the Issuee
Stock under such other securities or blue sky laws of such jurisdictions as the Issuee shall reasonably request and to keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any other
action which may be reasonably necessary or advisable to qualify the Issuee Stock for sale in such jurisdictions, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign 
 

4 









corporation in any jurisdiction wherein it would not but for the requirements of this paragraph be obligated to be so qualified, or to
consent to general service of process in any such jurisdiction, or to subject the Company to any material tax in any such jurisdiction where it is not then so subject; 
 
(e) cause all Issuee Stock covered by such registration statement to be registered with or
approved by such other government authority as may be reasonably necessary to enable the Issuee to offer for sale Issuee Stock pursuant to such registration statement; 
 
(f) in the event of a sale of Issuee Stock in an underwritten offering pursuant to the Shelf
Registration, furnish to the Issuee a signed counterpart, addressed to the Issuee and such underwriter, of: 
 
(i) an opinion of counsel for the Company, in form and substance as is customarily given in an underwritten public
offering, dated the date the Issuee Stock is delivered to an underwriter for sale pursuant to the Shelf Registration, and 
 
(ii) to the extent permitted by then applicable rules of professional conduct, a “comfort” letter, dated the
effective date of such registration statement, signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement, covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in the case of the accountants’ letter, with respect to events subsequent to the date of such financial statements, as is customarily covered in accountants’ letters
delivered to the underwriters in underwritten public offerings of securities; 
 
(g) immediately notify the Issuee at any time when the Company becomes aware that a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made, and to promptly (but in any event, within five business days) prepare and furnish to the Issuee a reasonable number of copies of a supplement to or an amendment of such
prospectus; 
 
(h) comply or
continue to comply in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act, and not file any amendment or supplement to such 
 

5 









registration statement or prospectus to which the Issuee shall have reasonably objected on the grounds that such amendment or supplement does
not comply in all material respects with the requirements of the Securities Act; 
 
(i) provide a transfer agent and registrar for all Issuee Stock covered by such registration statement not later than the
effective date of such registration statement; and 
 
(j) list all Issuee Stock covered by such registration statement on each securities exchange on which any of the Company Common Stock is then listed. 
 
In connection with any registration statement, prospectus or other document filed or prepared pursuant to this Agreement, the
Issuee shall furnish in writing to the Company such information regarding the Issuee (and any of its affiliates), the Company Common Stock to be sold, the intended method of distribution of such Company Common Stock, and such other information
reasonably requested by the Company. Such writing shall expressly state that it is being furnished to the Company for use in the preparation of a registration statement, preliminary prospectus, supplementary prospectus, final prospectus or amendment
or supplement thereto, as the case may be. 
 
The
Issuee agrees by acquisition of the Issuee OP Units that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g) of this Section 4, the Issuee will forthwith cease to offer for sale Issuee
Stock pursuant to the registration statement relating to such Issuee Stock until the Issuee’s receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g) of this Section 4. 
 
        5.  Preparation; Reasonable Investigation. In connection with the preparation and filing of the Shelf Registration under the Securities Act, the Company will give the
Issuee and its counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such
access to its books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of
the Issuee’s counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 
 
        6.  Indemnification 
 
(a)  Indemnification by the Company. In the
event of any registration of any Company Common Stock under the Securities Act pursuant to this Agreement, the Company will, and hereby does, indemnify and hold harmless the Issuee and its affiliates, officers, directors, agents, partners and
representatives against any losses, claims, damages or liabilities, joint or several, to which the Issuee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Company Common Stock was registered
under the Securities Act, any preliminary 
 

6 









prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse the Issuee for any
reasonable legal or any other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Issuee specifically stating that it is for use in
the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuee and shall survive the transfer of such securities by the Issuee. 
 
(b) Indemnification by the Issuee. The
Issuee will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 6) the Company, each director of the Company, each officer of the Company and each other person, if
any, who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement,
any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by the Issuee specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, or controlling person and shall survive the transfer of such securities by the
Issuee. 
 
(c) Notices of
Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 6, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding paragraphs of this Section 6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified
party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume
the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable
costs of investigation. 
 

7 








 
        (d) Other Indemnification. Indemnification similar to that specified in the preceding paragraphs of this Section 6 (with appropriate modifications) shall be given by the Company
and the Issuee with respect to any required registration or other qualification of securities under any federal or state law or regulation of Governmental Authority other than the Securities Act. 
 
        (e)
Indemnification Payments. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or
liability is incurred. 
 
        (f) Contribution. If, for any reason, the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result of the expense, loss, damage or liability, (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the
indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser
sum to the indemnified party than the amount hereinafter calculated, in the proportion as is appropriate to reflect not only the relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation. 
 
        7. Covenants Relating to Rule 144. The Company will file in a timely manner (taking
into account any extensions granted by the Commission), information, documents and reports in compliance with the Exchange Act and will, at its expense, forthwith upon the request of the Issuee, deliver to the Issuee a certificate, signed by the
Company’s principal financial officer, stating (a) the Company’s name, address and telephone number (including area code), (b) the Company’s Internal Revenue Service identification number, (c) the Company’s Commission file
number, (d) the number of shares and class of Company capital stock outstanding as shown by the most recent report or statement published by the Company, and (e) whether the Company has filed the reports required to be filed under the Exchange Act
for a period of at least 90 days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder. If at any time the Company is not required to file reports in compliance with either
Section 13 or Section 15(d) of the Exchange Act, the Company will, at its expense, forthwith upon the written request of the Issuee, make available adequate current public information with respect to the Company within the meaning of paragraph
(c)(2) of Rule 144 of the General Rules and Regulations promulgated under the Securities Act. 
 

8 








8.  Miscellaneous 
 
(a)  Counterparts. This Agreement may be
executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Copies of executed
counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 8, provided receipt of copies of such counterparts is confirmed. 
 
(b)  Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF. 
 
(c)  Entire Agreement. This Agreement (including agreements incorporated herein) contains the entire agreement between
the parties with respect to the subject matter hereof and there are no agreements or understandings between the parties other than those set forth or referred to herein. This Agreement is not intended to confer upon any person not a party hereto
(and their successors and assigns) any rights or remedies hereunder. 
 
(d)  Notices. All notices and other communications hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or,
to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below. Notices to the Company shall be addressed to: 
 
Pan Pacific Retail Properties, Inc.

1631-B South Melrose Drive 
Vista, California 92083 
Attention: Chief Executive Officer 
Telecopy Number: (760)
727-1430 
 
with a copy to:

 
Latham & Watkins

650 Town Center Drive 
Suite 2000 
Costa Mesa, CA 92648 
Attention: William J. Cernius

Telecopy Number: (714) 755-8290 
 
or at such other address and to the attention of such other person as the Company may designate by written notice to the
Issuee. Notices to the Issuee shall be addressed to the Issuee’s address designated next to their signature below. 
 
(e)  Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors. Neither party shall be 
 

9 








permitted to assign any of its rights hereunder to any third party, except that if (i) the Issuee
transfers or pledges any or all Issuee OP Units to a third party in accordance with the requirements of the Second Amended Partnership Agreement and such third party agrees to be bound by the Contribution Agreement, the transferee or pledgee of the
Issuee OP Units shall be considered an intended beneficiary hereof and may exercise all rights of the Issuee hereunder, and (ii) any person included within the definition of the term the Issuee shall be permitted to assign its rights hereunder to
any other person included within such definition. 
 
(f)  Headings. The Section and other headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections
or other headings contained herein mean Sections or other headings of this Agreement unless otherwise stated. 
 
(g)  Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in
writing signed by the party against whom enforcement of any such modification or amendment is sought. Either party hereto may, only by an instrument in writing, waive compliance by the other party hereto with any term or provision hereof on the part
of such other party hereto to be performed or complied with. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. 
 
(h)  Interpretation; Absence of Presumption.
For the purposes hereof, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof”, “herein”,
and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, paragraph or other references are to the
Sections, paragraphs, or other references to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the
context otherwise requires or unless otherwise specified, (iv) the word “or” shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions. 
 
This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. 
 
(i)  Severability. Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of such
invalidity or unenforceability, without affecting in any way the remaining provisions hereof. 
 

10 








 
IN WITNESS
WHEREOF, this Agreement has been signed by or on behalf of each of the parties hereto as of the day first above written. 
 

	  PAN PACIFIC RETAIL PROPERTIES, INC.,
  a Maryland corporation

	
	  By:
	  	  /s/    Joseph B. Tyson


	  Name:
  Title:
	  	  Joseph B. Tyson
  Executive Vice President, Chief Financial Officer, Treasurer and Secretary



 









 

	 ISSUEE
  
 North Mountain Village Shopping Center Limited Partnership, a California limited Partnership

	
	 By:
	 	 Western Investment Properties, III, a California general partnership, general partner

	
	 	 	 By:
 



	 	 /s/    Henry G. Winans,
Jr.                    

 Henry G. Winans, Jr.
 Its: General Partner
  
 P.O. Box 61120
 Palo Alto, CA 94306-1120
  
 No. of Units: 353



 









 
ISSUEE 
 

	 CJJ Limited Partnership, a California limited partnership

	
	 By:
	 	 /s/ John W. Bartman


	 	 	 John W. Bartman
 Its: General Partner

	
	 	 	 11777 San Vicente Blvd., #600

	 	 	 Los Angeles, CA 90049

	
	 	 	 No. of Units: 13,432



 

2 








 

	 ISSUEE

	
	 Cecile C. Bartman, Trustee under the Will of
Bernard Citron, deceased

	
	 By:
	 	 /s/ Cecile C. Bartman


	 	 	 Cecile C. Bartman
 Trustee

	
	 	 	 11777 San Vicente Blvd., #600

	 	 	 Los Angeles, CA 90049

	
	 	 	 No. of Units: 4,748



 









 

	 ISSUEE

	
	 Cecile Citron Bartman Trust dated September 26, 2001

	
	 By:
	 	 /s/ Cecile C. Bartman


	 	 	 Cecile C. Bartman
 Trustee

	
	 	 	 11777 San Vicente Blvd., #600

	 	 	 Los Angeles, CA 90049

	
	 	 	 No. of Units: 8,685



 









 

	 ISSUEE

	
	 Bartfam, a California limited partnership

	
	 By:
	 	 /s/ John W. Bartman


	 	 	 John W. Bartman
 Its: General Partner

	
	 By:
	 	 /s/ Thomas F. Bartman


	 	 	 Thomas F. Bartman
 Its: General Partner

	
	 	 	 11777 San Vicente Blvd., #600

	 	 	 Los Angeles, CA 90049

	
	 	 	 No. of Units: 13,432



 

2 








 

	 ISSUEE

	
	 The Harry J. L. Frank, Jr. and Margaret S. Frank Family
Trust U/A 5/9/91

	
	 By:
	 	 /s/ James H. Frank        


	 	 	 James H. Frank
 Trustee

	
	 	 	 2678 34th Street
 Santa Monica, CA 90405

	
	 	 	 No. of Units: 4,748



 
 
 

3 








 

	 ISSUEE

	
	 /s/ Myrtle Gronske         


	 Myrtle Gronske

	
	 700 S. Linwood Ave.
 Visalia, CA 93277

	
	 No. of Units: 6,606



 

4 








 

	 ISSUEE
	 	 
	
	 Hughes Investments, a California general partnership

	
	 By: WWH Investments, Inc., a California corporation, general
partner

	
	 	 	 By:
	 	 /s/ William W. Hughes, Jr.        


	 	 	 	 	 William W. Hughes, Jr.

	 	 	 	 	 Its: President

	
	 	 	 	 	 23 Corporate Plaza, #245
 Newport Beach, CA 92660

	
	 	 	 	 	 No. of Units: 4,240



 

5 








 

	 ISSUEE

	
	 Visalia MKP, Inc., a California corporation

	
	 By:
	 	 /s/ William W. Hughes, Jr.        


	 	 	 William W. Hughes, Jr.

	 	 	 Its: President

	
	 	 	 23 Corporate Plaza, #245
 Newport Beach, CA 92660

	
	 	 	 No. of Units: 10,610



 

6 








 

	 ISSUEE

	
	 HI-Loma, a California general partnership

	
	 By:
	 	 Hughes Investments, a California general partnership, general partner

	
	 	 	 By:
	 	 WWH Investments, Inc., a California corporation, general partner

	
	 	 	 	 	 By:
	 	 /s/ William W. Hughes, Jr.        


	 	 	 	 	 	 	 William W. Hughes, Jr.

	 	 	 	 	 	 	 Its: President

	
	 	 	 	 	 	 	 23 Corporate Plaza, #245
 Newport Beach, CA 92660

	
	 	 	 	 	 	 	 No. of Units: 32,478



 

7 








 

	 ISSUEE

	
	 HI-NC, a California general partnership

	
	 By:
	 	 Hughes Investments, a California general partnership, general partner

	
	 	 	 By:
	 	 WWH Investments, Inc., a California corporation, general partner

	
	 	 	 	 	 By:
	 	 /s/ William W. Hughes, Jr.        


	 	 	 	 	 	 	 William W. Hughes, Jr.

	 	 	 	 	 	 	 Its: President

	
	 	 	 	 	 	 	 23 Corporate Plaza, #245
 Newport Beach, CA 92660

	
	 	 	 	 	 	 	 No. of Units: 18,994



 

8 








 
 

	 ISSUEE

	
	 Hughes Milliken Associates, a California general partnership

	
	 By:
	 	 HI-Victoria, a California general
 partnership, a general partner        

	
	 	 	 By:
	 	 Hughes Investments, a California
 general partnership, general partner

	
	 	 	 	 	 By:
	 	 WWH Investments, Inc., a
 California corporation,
 general partner

	
	 	 	 	 	 	 	 By:
	 	 /s/ William W. Hughes, Jr.


	 	 	 	 	 	 	 	 	 William W. Hughes, Jr.
 Its: President

	
	 	 	 	 	 	 	 	 	 23 Corporate Plaza, #245 Newport Beach, CA 92660

	
	 	 	 	 	 	 	 	 	 No. of Units: 24,061



 
 
 
 
 
 
 
 
 

9 








 

	 ISSUEE

	
	 Trust “A”, created under the Will of W. Arnet Speer aka William A. Speer, deceased, under the
preliminary decree of distribution of his estate, entered on December 15, 1978, in Judgment Book 1193, page 428, Superior Court of the State of California, County of San Diego, Case No. 114411

	
	 By:
	 	 /s/ Philip H. Banks        


	 	 	 Philip H. Banks, Successor Trustee

	
	 	 	 c/o Banks & Banks
 7777 Alvarado Road, Suite 721
 La Mesa, CA 91941

	
	 	 	 No. of Units: 17,814



 
 
 
 
 

10 








 

	 ISSUEE

	
	 Trust “D”, created under the Will of W. Arnet Speer aka William A. Speer, deceased, under the
preliminary decree of distribution of his estate, entered on December 15, 1978, in Judgment Book 1193, page 428, Superior Court of the State of California, County of San Diego, Case No. 114411

	
	 By:
	 	 /s/ Philip H. Banks


	 	 	 Philip H. Banks, Successor Trustee

	
	 	 	 c/o Banks & Banks
 7777 Alvarado Road, Suite 721
 La Mesa, CA 91941

	
	 	 	 No. of Units: 3,665



 










	
	 ISSUEE
	 	 
	
	 William A. Speer, Jr. Irrevocable Trust U/A/D October 18, 1988 F/B/O Linda Speer Fortune

	
	 By:
	 	 /s/ Philip H. Banks


	 	 	 Philip H. Banks, Successor Trustee

	
	 	 	 c/o Banks & Banks
 7777 Alvarado Road, Suite 721
 La Mesa, CA 91941

	
	 	 	 No. of Units: 1,833










 

	
	 ISSUEE

	
	 William A. Speer, Jr. Irrevocable Trust U/A/D October 18, 1988 F/B/O Rebecca Speer

	
	 By:
	 	 /s/ Philip H. Banks      


	 	 	 Philip H. Banks, Successor Trustee

	 	 	 
	 	 	 c/o Banks & Banks
 7777 Alvarado Road, Suite 721
 La Mesa, CA 91941

	 	 	 
	 	 	 No. of Units: 1,833



 
 
 
 
 
 

2 








 

	 ISSUEE

	
	 Doreann Speer Gibson Trust U/A/D October 13, 1989

	
	 By:
	 	 /s/ Philip H. Banks        


	 	 	 Philip H. Banks, Successor Trustee

	 	 	 
	 	 	 c/o Banks & Banks
 7777 Alvarado Road, Suite 721
 La Mesa, CA 91941

	
	 	 	 No. of Units: 3,666



 
 
 
 

3 








 

	 ISSUEE

	
	 Rebecca Jean Speer Trust U/A/D November 9, 1994

	
	 By:
	 	 /s/ Philip H. Banks        


	 	 	 Philip H. Banks, Successor Trustee

	 	 	 
	 	 	 c/o Banks & Banks
 7777 Alvarado Road, Suite 721
 La Mesa, CA 91941

	
	 	 	 No. of Units: 3,665



 
 
 
 

4