Exhibit
10.26


 


FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


 


THIS FIRST
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of the 19th day of
December, 2005, by and between MONADNOCK
CONDOMINIUM LIMITED PARTNERSHIP, a Connecticut limited partnership (“Seller”)
and INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS, Seller
and Buyer entered into that certain Letter Agreement dated November 9, 2005, as
amended by letter dated December 5, 2005, with respect to the sale and
acquisition of units 2, 3, 4(a), 4(b), 7, 8, 9, 10, 11, 12, 13, and 14 located
in Monadnock Condominium in the City of Keene, New Hampshire (the “Agreement”);


 


WHEREAS, Buyer and Seller have mutually agreed to amend
certain provisions of the Agreement.


 


NOW THEREFORE, in
consideration of the foregoing, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree
as follows:


 


1.               The “Due Diligence Date”, as defined in the
Agreement, is hereby extended from 5:00 p.m. Eastern Time on December 19, 2005,
to 5:00 p.m. Eastern time on December 20, 2005.


 


2.               This Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one Amendment. Each person executing this Amendment
represents that such person has full authority and legal power to do so and
bind the party on whose behalf he or she has executed this Amendment. Any
counterpart to this Amendment may be executed and transmitted by facsimile or
scanned (pdf) copy and shall be binding on the parties.


 


3.               The remaining terms and conditions of the
Agreement remain unmodified and in full force and effect.


 


(Signatures on following page)


 





















 


	
   

  	
  Seller:

  
	
   

  	
  MONADNOCK CONDOMINIUM
  LIMITED

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Monadnock Condominium
  Management

  Corporation, its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ R. Michael Goman

  	
   

  
	
   

  	
   

  	
  Name:

  	
   R.
  Michael Goman

  	
   

  
	
   

  	
   

  	
  Title:

  	
     President

  	
   

  
	
   

  	
   

  	
  its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Buyer:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE
  ACQUISITIONS,

  INC., an Illinois
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  Benvenuto

  	
   

  
	
   

  	
  Name:

  	
    Charles
  Benvenuto

  	
   

  
	
   

  	
  Title:

  	
      Authorized
  Agent

  	
   

  
												



 


2





















 


	
  

  	
   

  	
  Inland
  Real Estate Acquisitions, Inc.

  
	
  2901
  Butterfield Road

  
	
  Oak Brook, IL 60523

  
	
  Phone: (630) 218-4948 Fax: 630-218-4935

  
	
  www.inlandgroup.com

  



 


November 9,
2005


 


Monadnock Condominium United Partnership (Seller)


c/o CB Richard Ellis, Inc. (Broker)


Attn:
William B. Moylan, Jr., Senior Vice-President, Partner


Federal Reserve Plaza


600 Atlantic Ave., 22nd Floor


Boston, MA 02210


 


Re:     Monadnock Marketplace Shopping Center

Keene, New Hampshire


 


Dear
Bill:


 


This letter agreement represents this corporation’s
offer to purchase the Seller’s entire right and interest in Units 2, 3, 4(a),
4(b), 7, 8, 9, 10, 11, 12, 13, and 14 located in Monadnock Condominium in the
City of Keene, Cheshire County, New Hampshire (collectively, the “Units”), together with any and all of Seller’s interest in
all appurtenances thereto and interest in the Common Area in Monadnock
Condominium (the “Condominium”) pertaining or
relating to said Units as well as any and all of Seller’s interest in all
buildings, structures, improvements and fixtures located thereon or pertaining
or relating to said Units or to the Condominium (all of the foregoing,
collectively, the “Real Property”)
located at 20 Ash Brook Road, Keene, NH 06431 (see Exhibit A attached).


 


The above property shall include any and all Seller’s
interest in all Real Property leases and tangible equipment and other
personalty within the buildings and common areas, and any other items presently
used on the site and belonging to Seller, and any and all rights (intangible or
otherwise) with regard to the name of the project, development rights,
governmental licenses, permits and approvals with respect to said Real Property
to the extent assignable (which, together with the Real Property is hereinafter
referred to as the “Property”). Any post-closing obligation of Seller relating
to the Real Property shall be satisfied by Seller pursuant to the terms of a
post-closing agreement to be entered into by Seller and Purchaser on the date
of closing (the “Post-closing Agreement”).


 


This corporation or its nominee will consummate this
transaction on the following basis:


 





















 




	
  Monadnock Marketplace Shopping Center

  	
   

  	
   

  
	
  Keene, New Hampshire

  	
   

  	
  November 9, 2005

  






 


1.         The total purchase price shall be $48,700,000  all cash, plus or minus prorations,
with no mortgage contingencies, to be paid at closing 7 days following
the Due Diligence Date (as defined below) (see Paragraphs 5, 11 and 16).
This offer is accompanied by an earnest money check in the amount of $500,000
payable to the Title Company (as hereinafter defined), 171 North Clark Street,
Chicago Illinois 60601 attention: Nancy Castro (the “Deposit”).


 


2.         Seller represents and warrants (to the best of the Seller’s knowledge), that the above
referenced property is leased to the tenants described on Exhibit B.


 


3.         Seller warrants and represents to its actual
knowledge that (i) Seller has not received written notice of any existing
violations of Federal, State, City and County ordinances, including ADA
compliance and environmental laws, or any contemplated condemnation of any
portion of the Real Property, and (ii) no party has an option or right of first
refusal to purchase all or any portion of the Real Property.


 


4.         Prior to the first to occur of (i) Purchaser’s
default hereunder, or (ii) Purchaser’s termination of this letter agreement,
Seller shall not enter into or extend any agreements without Purchaser’s
approval and any contract presently in existence not accepted by Purchaser
shall be terminated by Seller. Any work presently in progress on the Real
Property shall be substantially completed by Seller prior to closing and Seller
shall deliver such undertakings and lien waivers and affidavits to and as the
Title Company may require to clear all new construction and provide a Policy of
Title Insurance in favor of Purchaser not subject to any exception due to
Seller’s construction upon the Real Property.


 


5.         It is understood that the Seller shall provide
certificates of occupancy or temporary certificates of occupancy for all Units
issued from the city of Keene, New Hampshire to the Purchaser on or before the
closing.


 


Seller shall be solely liable for completion of any
and all “punch list” and warranty items identified by Purchaser relating to (i)
the site work for phase 2 of the Real Property, or (ii) the construction
required pursuant to Seller’s leases with iParty and Mattress Giant, in each
case reasonably agreed upon by Seller on or before the closing, and Seller
shall assign to Purchaser its interest in any construction warranties under its
construction contract with Konover Construction Corporation on the date of
closing. Seller shall assign all roof warranties to Purchaser as of the date of
closing, acknowledged by the, material provider (e.g., GAF, Firestone, etc.) to
be obtained at the sole cost and expense of Seller.


 


In the Post-closing Agreement, Seller shall indemnify
Purchaser and guarantee to absolutely pay any costs whatsoever to complete any
outstanding construction obligations under a Site Development Agreement with
Target Corporation (“SDA”) provided,
however, notwithstanding anything herein to the contrary,


 


2





















 


Seller retains and reserves any and all rights to
receive (i) an outstanding payment from Target Corporation in the amount of
$825,000 for the performance of certain site work under said SDA; (ii) the
proceeds from the release of a water lien escrow in the amount of $32,000; and (iii) any
proceeds or amounts relating to an escrow of $200,000 established by Setter and
a predecessor in title with regard to acquisition of the land comprising the
shopping center.


 


6.         At least five (5) days prior to closing
Seller shall furnish Purchaser with estoppel letters acceptable to Purchaser
from all tenants in accordance with applicable leases and other third party
Unit Owners in accordance with the Condominium Declaration.  The foregoing notwithstanding, it shall be
acceptable to Purchaser if up to two (2) tenants fail to deliver estoppel
letters so long as such two (2) tenants are among Olive Garden, Chill’s,
GameStop, Longhorn, Pier One, iParty and Mattress Giant; provided that at
Closing Seller shall provide a Seller estoppel for each tenant not providing an
estoppel, which Seller estoppel shall survive Closing.  Seller is responsible for payment of any
leasing brokerage fees or commissions which are due any leasing brokers for the
initial term of the leases set forth on Exhibit C.


 


7.         This offer is subject to Seller supplying to
Purchaser prior to closing a certificate of insurance from the tenants and/or
guarantors (other than those tenants which are eligible to self insure) in the
form and coverage reasonably acceptable to Purchaser for the closing.


 


8.         Purchaser acknowledges receipt of the
environmental reports listed on Exhibit D
(the “Environmental Reports”). Purchaser
agrees that Seller does not make any warranty or representation as to the
accuracy or completeness of any such Environmental Reports or any analysis,
test or sampling referenced therein. Within fifteen (15) days following
Purchaser’s request, Seller shall have said reports updated and re-certified to
Purchaser prior to closing, all at Seller’s cost.


 


9.         The above sale of the real estate shall be
consummated by conveyance of a limited warranty deed from Seller to Purchaser’s
designee, with the Seller paying any city, state, and county transfer taxes for
the closing, and Seller agrees to cooperate with Purchaser’s lender, if any,
and the money lender’s escrow without expense, cost or liability to the Seller.


 


10.       The closing shall occur through Chicago Title &
Trust Company, in Chicago, Illinois with Nancy Castro as Escrowee (the “Title
Company”), at which time title to the above property shall be marketable,
subject, however, to the Declaration of the Condominium and any and all
amendments thereto and other condominium instruments relating to the Condominium
Declaration and/or applicable condominium association, facts disclosed by the
survey, and all other liens, encroachments and encumbrances, provided that an
ALTA form B owner’s title policy shall be issued and paid by Seller with
extended coverage over all


 


3





















 


standard/preprinted exceptions and such applicable
and appropriate endorsements as may be required by Purchaser and issued by such
title company at the sole cost of Seller. Each party shall be paid in cash
their respective credits, including, but not limited to, security deposits,
rent and expenses, with an equitable proration of real estate taxes based on
local custom and the most recent bill or latest assessment, or the estimated
assessments for 2004 and 2005 using the Assessor’s formula for these sales
transactions, with a later reproration of taxes when the actual bills are
received. The parties agree to equitably adjust for any percentage rent paid to
Purchaser within nine (9) months following the closing. At closing, no
credit on the closing adjustment sheet will be given to Sellers for any rents
past due, unpaid or delinquent rents and/or reimbursable expenses, provided
that Seller shall retain the right to collect from the tenants such past due,
unpaid or delinquent rents as may be owed to Seller for the period prior to the
closing. Notwithstanding anything herein to the contrary, at closing, Seller
herein further agrees to discharge the two (2) consensual mortgage liens
granted by Seller in favor of People’s Bank and encumbering the Units.


 


11.       It is understood that Purchaser shall obtain
an appraisal of the Units prepared by an MAI or other qualified appraiser,
reasonably acceptable to Purchaser or Purchaser’s lender, if any, and shall
cause the appraiser to re-certify an appraised amount not less than the
Purchase Price and re-issue said appraisal to, and in the name of, Purchaser or
Purchaser’s lender, all at Seller’s cost, provided that such cost shall not
exceed $4,000.


 


12.       Neither Seller (Landlord) or any tenant and
guarantor shall be in material default on any lease or agreement at closing,
nor is there now (nor as of closing shall there be) any threatened or pending
litigation in connection with any lease.


 


13.       Seller warrants and represents that he has
paid all unemployment taxes, if any, to date.


 


14.       Prior to closing, Seller shall furnish to
Purchaser copies of all guarantees and warranties which Seller received from
any and all contractors and sub-contractors pertaining to the property.  This offer is subject to Purchaser’s reasonable
satisfaction that all such contractor guarantees and contractor warranties
survive the closing and are assignable and transferable to Purchaser or its
nominee.


 


15.       This offer is subject to the Units being fully
leased, with all tenants obligated to pay rent and other amounts as shown on Exhibit B attached except, notwithstanding the
foregoing, the tenant under the Mattress Giant lease shall be responsible to
pay rent and other amounts commencing on January 1, 2006 and the tenant
under the Price Chopper lease shall be responsible to pay rent commencing on December 27,
2005. Seller shall provide Purchaser with a per


 


4





















 


diem rent credit on the date of closing in connection
with two (2) such tenants.
At closing, Seller and Purchaser shall enter into an escrow agreement with a
title company that is reasonably acceptable to all parties with regard to (i) the
escrow and disbursement of tenant allowances payable to the tenants under the
Michael’s and Price Chopper leases if not theretofore paid, and (ii) any unpaid
brokerage leasing commissions with respect to the initial terms of leases at the
Units.


 


16.       Seller shall be responsible for payment of a
real estate brokerage commission, as per their agreement, to CB Richard Ellis,
Inc. Said commission shall be paid through the closing escrow.  Purchaser and Seller each agree to indemnify
and hold harmless the other from and against any loss incurred or claim made (including
reasonable legal fees and costs incurred in defending the same) with respect to
any claim for a real estate brokerage fee or commission asserted by any other
real estate broker or agent other than CB Richard Ellis, Inc. with whom such
party has dealt in connection with the transaction contemplated by this letter agreement.
The indemnities set forth herein shall expressly survive termination hereof or closing.


 


17.       Fifteen (15) days prior to closing, Seller
must provide the title commitment as stated above and at its sole cost and
expense, a current Urban ALTA/ACSM spotted survey in accordance with the
minimum standard detail requirements for ALTA/ACSM Land Title surveys jointly established
and adopted by ALTA and ACSM in 1999 and includes all Units and all Table A
optional survey responsibilities and acceptable to Purchaser and the title
company.


 


18.       Seller agrees to immediately provide
reasonable access at Seller’s principal office at 135 South Road, Farmington,
Connecticut during normal business hours of Seller for Purchaser’s review of
all information that Purchaser needs to evaluate the above property. Seller
agrees to cooperate fully with Purchaser and Purchaser’s representatives to
facilitate Purchaser’s evaluations and reports in connection therewith, including
at least a one-year audit of the books and records of the Real Property.


 


19.       On the date of closing, Purchaser shall agree
to assume any and all obligations of Seller as (i) landlord under the
leases with the tenants listed on Exhibit B,
and (ii) as Unit Owner and/or as a Declarant under (A) the
Condominium Declaration as amended from time to time, and (B) the other
related condominium documents. The parties will execute an assignment and
assumption agreement reasonably satisfactory to both parties relating to the
leases and the other condominium documents, which agreement shall contain
reciprocal indemnities covering each party’s period of ownership (NOTE: the
Post-closing Agreement will also cover post closing obligations of Seller).


 


5





















 


20.       Until closing (and even in the event of the
earlier termination of this letter agreement), each party shall treat the
transaction contemplated herein and the materials delivered and reports created
in connection herewith as confidential, including the identity of the parties
and the terms of this letter agreement, and shall not disclose the same to any
other persons, other than its respective attorneys, advisors, lenders,
consultants, accountants and other persons who shall agree to keep such
information confidential, and to its investors, or as otherwise required to be
disclosed by reason of regulatory requirements.


 


21.       If this agreement is not sooner terminated,
Purchaser shall warrant and represent to Seller as of closing that: (a) Purchaser
is familiar with the Condominium as of such date of the closing, including, but
not limited to, the Units; (b) Purchaser has inspected the Condominium, including,
but not limited to, the Units and the books and records relating thereto to its
satisfaction as of such date; (c) Purchaser accepts the Units and any interest
in the Condominium AS IS WITH ALL FAULTS existing as of such date; and (d) Purchaser
is purchasing the Real Property based upon its own judgments and is not relying
upon any representation or warranty of Seller, except as otherwise expressly
provided herein.


 


22.       If Purchaser defaults in its obligations
hereunder, Seller shall, as its sole and exclusive remedy, terminate this
letter agreement and retain the Deposit and the interest thereon as liquidated
damages.  If Seller defaults in its
obligations hereunder, Purchaser may as its sole and exclusive remedy, either (i) terminate
this letter agreement (in which event the Deposit and the interest thereon
shall be refunded to Purchaser), or (ii) seek specific performance against
Seller.  In the event of any litigation
to secure a remedy to which a party is specifically entitled hereunder, the
successful party shall be entitled to collect reasonable attorney fees and
court costs from the unsuccessful party.


 


23.       Upon full execution and delivery of this
letter agreement, Purchaser shall have the right to enter the Real Property,
upon reasonable advance notice to Seller, to conduct such environmental,
engineering and feasibility inspections and investigations as Purchaser shall
deem necessary to determine the suitability of the Real Property, the cost of
which inspections and investigations shall be borne exclusively by Purchaser.
Purchaser hereby agrees to indemnify and hold the Seller harmless from and
against any and all damages, costs, claims, causes of action and losses
(including reasonable attorneys’ fees) arising out of the entry upon the Real
Property by the Purchaser.


 


24.       Subject to the terms of the third sentence of
this paragraph 24, it is specifically understood and agreed that there shall be
absolutely no personal liability on the part of Seller with respect to any of
the terms, covenants and conditions of this letter agreement or the
transactions contemplated hereunder, and that Purchaser shall look solely to
the interests of Seller in the Units for the satisfaction of each


 


6





















 


and every remedy of Purchaser in the event of any
breach by Seller of any terms, covenants and conditions of this letter
agreement to be performed by Seller. Such exculpation of personal liability set
forth in this Section 24 is absolute and without exception whatsoever, and
shall survive the closing or other termination of this letter agreement. In
addition, the Purchaser hereby waives any and all rights to collect any
consequential damages, lost profits and/or punitive damages. Notwithstanding
the foregoing, Seller shall have liability not to exceed the sum of Five
Hundred Thousand Dollars ($500,000.00) in addition to the transfer of the
Property in regard to the payment of Purchaser’s fees, costs and expenses (as
described herein) in the event Purchaser prevails in a specific performance
action.


 


25.      Upon acceptance of the deed, Purchaser, on
behalf of itself and its representatives, successors and assigns (collectively
the “Releasing Parties”) hereby waives,
releases, acquits and forever discharges Seller and its members, partners,
officers, directors, employees, agents, attorneys, representatives, and their
respective successors and assigns (which parties are collectively referred to as
the “Seller Parties”), of and from any and
all claims, actions, causes of action, demands, rights, damages, costs,
expenses or compensation whatsoever, direct or indirect, known or unknown,
foreseen or unforeseen, which any of the Releasing Parties now has or which may
arise in the future on account of or in any way related or pertaining to any
past, present or future physical characteristic or condition of the Real
Property, including, but not limited to, the Units, including, without
limitation, any hazardous materials and/or hazardous wastes in, under or about
the Real Property, including, but not limited to, the Units, or any violation
or potential violation of any of the environmental requirements applicable
thereto.


 


26.      This letter agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original and all
of which taken together shall constitute one instrument. Facsimile signatures
shall be deemed to be original signatures. This letter agreement shall not be
effective unless and until it has been executed by all of the parties hereto.


 


27.      THE PARTIES ACKNOWLEDGE AND AGREE THAT TIME IS
OF THE ESSENCE IN THIS TRANSACTION AND IN EACH PROVISION OF THIS LETTER
AGREEMENT.


 


28.       All notices, demands, or communications with
respect to this letter agreement shall be deemed duly given if In writing and (i) sent
by Federal Express or by another overnight delivery service which obtains (or
documents the attempt to obtain) the signature of the addressee upon delivery;
or (ii) certified mail, return receipt requested in each case directed to
the applicable party at the following addresses; or (iii) via Facsimile
transmission:


 


7





















 


	
  If to Seller:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  Konover Development
  Corporation

  	
   

  	
  Konover Development
  Corporation

  
	
  135 South Road

  	
   

  	
  135 South Road

  
	
  Farmington, Connecticut
  06032

  	
   

  	
  Farmington, Connecticut
  06032

  
	
  Attn: R. Michael Goman

  	
   

  	
  Attn: James P. Juliano.
  Esq.

  
	
  Facsimile: 860-284-7710

  	
   

  	
  Facsimile: 860-284-7761

  
	
   

  	
   

  	
   

  
	
  If to Purchaser:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  2901 Butterfield Road

  	
   

  	
  The Inland Real Estate
  Group, Inc.

  
	
  Oak Brook, Illinois
  60523

  	
   

  	
  2901 Butterfield Road

  
	
  Attn: G. Joseph Cosenza

  	
   

  	
  Oak Brook, Illinois
  60523

  
	
   

  	
   

  	
   

  
	
  Facsimile: 630-218-4935

  	
   

  	
  Facsimile: 630-218-4900

  



 


This offer is, of course, predicated upon the
Purchaser’s review and written approval of the existing leases, new leases,
lease modifications (if any), all tenant correspondence, the Declaration of
Condominium and other condominium instruments, tenants’ and guarantors’
financial statements, sales figures, Seller’s rent roll, site inspection,
environmental, appraisal, etc. Purchaser shall have the right to pursue such
due diligence until 5:00 p.m. Eastern Time on December 12, 2005 (the “Due Diligence Date”). In the event that Purchaser’s due
diligence shall reveal any matter which is not satisfactory to Purchaser in its
sole discretion or Purchaser shall otherwise determine not to proceed with the
transaction contemplated in this letter agreement, for any reason or for no
reason, then Purchaser may terminate this letter agreement by written
notification of Purchaser’s termination received by Seller on or before 5:00 p.m.
Eastern Time on the Due Diligence Date, and this letter agreement shall
terminate and the Deposit shall immediately be returned to Purchaser with any
interest thereon and neither party thereto shall have any further liability to
the other hereunder except those obligations that expressly survive termination
of this Agreement. The failure of Purchaser to provide written notice of
Purchaser’s termination of this Agreement to Seller on or before 5:00 p.m.
Eastern Time on the Due Diligence Date shall be deemed satisfaction by
Purchaser of its due diligence and a waiver by Purchaser of Purchaser’s right
to terminate this letter agreement as set forth in this paragraph and this letter
agreement shall remain in full force and effect.


 


8





















 


If this offer is acceptable, please have the Seller
sign the original of this letter and initial each page, keeping copies for your
files and returning the original to me by November 10,
2005.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE

  
	
   

  	
  ACQUISITIONS,
  INC.

  
	
   

  	
  or
  nominee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  G. Joseph Cosenza

  	
   

  
	
   

  	
  G.
  Joseph Cosenza

  
	
   

  	
  Vice
  Chairman

  
	
   

  	
  Date:

  	
  Nov. 11 2005

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  MONADNOCK
  CONDOMINIUM 

  
	
   

  	
  LIMITED
  PARTNERSHIP

  
	
   

  	
  By:

  	
  Monadnock
  Condominium

  
	
   

  	
   

  	
  Management
  Corporation

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  James Juliano

  	
   

  	
  By:

  	
  /s/ R. Michael Goman

  	
   

  
	
   

  	
  Its:

  	
  President

  
	
  /s/
  Alice Rotham

  	
   

  	
  Date:

  	
  November 9, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JC/sc

  	
   

  	
   

  	
   

  	
   

  
								



 


9





















 


EXHIBIT A


 


	
  MONADNOCK - KEENE, NH

  	
   

  	
  SITE PLAN

  



 





 





















 


	
   

  	
  EXHIBIT-B

  	
  11/11/2005

  
	
  Monadnock Marketplace Shopping Center - Keene, New
  Hampshire

  



 


	
  TENANTS

  	
   

  	
  S.F.

  	
   

  	
  ANNUAL

  BASE RENT

  	
   

  	
  MONTHLY

  BASE RENT

  	
   

  	
  RENT

  PER SQ. FOOT

  	
   

  	
  LEASE

  COMMENCEMENT

  DATE

  	
   

  	
  LEASE

  EXPIRATION

  DATE

  	
   

  
	
  Home Depot - Shadow Anchor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Target - Shadow Anchor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dick’s Sporting Goods - Shadow
  Anchor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Price
  Chopper

  	
   

  	
  73,000

  	
   

  	
  1,306,700.00

  	
   

  	
  108,891.67

  	
   

  	
  $

  	
  17.90

  	
   

  	
  1-Dec-2005

  	
   

  	
  11/31/2025

  	
   

  
	
  Michaels
  Craft

  	
   

  	
  22,111

  	
   

  	
  349,033.00

  	
   

  	
  29,086.08

  	
   

  	
  $

  	
  15.79

  	
   

  	
  27-Oct-2005

  	
   

  	
  31-Oct-2020

  	
   

  
	
  Bed
  Bath & Beyond

  	
   

  	
  20,900

  	
   

  	
  282,150.00

  	
   

  	
  23,512.50

  	
   

  	
  $

  	
  13.50

  	
   

  	
  28-Oct-2003

  	
   

  	
  31-Jan-2019

  	
   

  
	
  Circuit
  City

  	
   

  	
  20,413

  	
   

  	
  326,607.00

  	
   

  	
  27,217.25

  	
   

  	
  $

  	
  16.00

  	
   

  	
  2l-Oct-2005

  	
   

  	
  31-Jan-2017

  	
   

  
	
  Border’s

  	
   

  	
  17,400

  	
   

  	
  316,420.00

  	
   

  	
  26,535.00

  	
   

  	
  $

  	
  16.30

  	
   

  	
  25-Oct-2003

  	
   

  	
  31-Jan-2019

  	
   

  
	
  Olive
  Garden (Pad)

  	
   

  	
  7,685

  	
   

  	
  115,000.00

  	
   

  	
  9,583.33

  	
   

  	
  $

  	
  14.98

  	
   

  	
  1-Oct-2005

  	
   

  	
  30-Sep-2015

  	
   

  
	
  Chill’s
  (Pad)

  	
   

  	
  5,855

  	
   

  	
  105,000.00

  	
   

  	
  8,750.00

  	
   

  	
  $

  	
  17.93

  	
   

  	
  21-Apr-2005

  	
   

  	
  30-Apr-2020

  	
   

  
	
  Longhorn
  Sleakhouse (Pad)

  	
   

  	
  5,547

  	
   

  	
  85,000.00

  	
   

  	
  7,083.33

  	
   

  	
  $

  	
  15.32

  	
   

  	
  22-Aug-2005

  	
   

  	
  30-Aug-2020

  	
   

  
	
  Gamestop

  	
   

  	
  1,900

  	
   

  	
  43,700.00

  	
   

  	
  3,641.67

  	
   

  	
  $

  	
  23.00

  	
   

  	
  1-Feb-2004

  	
   

  	
  31-Jan-2009

  	
   

  
	
  iParty

  	
   

  	
  9,900

  	
   

  	
  173,250.00

  	
   

  	
  14,437.50

  	
   

  	
  $

  	
  17.50

  	
   

  	
  17-Sep-2005

  	
   

  	
  30-Sep-2015

  	
   

  
	
  Pier
  1 Imports

  	
   

  	
  9,590

  	
   

  	
  171,181.00

  	
   

  	
  14,265.08

  	
   

  	
  $

  	
  17.85

  	
   

  	
  24-Nov-2003

  	
   

  	
  30-Oct-2013

  	
   

  
	
  Mattress
  Giant

  	
   

  	
  6,000

  	
   

  	
  117,000.00

  	
   

  	
  9,750.00

  	
   

  	
  $

  	
  19.50

  	
   

  	
  1-Dec-2005

  	
   

  	
  30-Nov-2015

  	
   

  
	
  Totals

  	
   

  	
  200,301

  	
   

  	
  3,393,041.00

  	
   

  	
  282,753.42

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
   

  	
  EXHIBIT-B

  	
  11/11/2005

  
	
  Monadnock Marketplace Shopping Center - Keene, New
  Hampshire

  



 


	
  TENANTS

  	
   

  	
  S.F.

  	
   

  	
  ANNUAL

  BASE RENT

  	
   

  	
  MONTHLY

  BASE RENT

  	
   

  	
  RENT

  PER SQ. FOOT

  	
   

  	
  LEASE

  COMMENCEMENT

  DATE

  	
   

  	
  LEASE

  EXPIRATION

  DATE

  	
   

  
	
  Home Depot - Shadow Anchor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Target - Shadow Anchor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dick’s Sporting Goods - Shadow
  Anchor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Price Chopper

  	
   

  	
  73,000

  	
   

  	
  1,306,700.00

  	
   

  	
  108,891.67

  	
   

  	
  $

  	
  17.90

  	
   

  	
  1-Dec-2005

  	
   

  	
  11/31/2025

  	
   

  
	
  Michaels Craft

  	
   

  	
  22,111

  	
   

  	
  349,033.00

  	
   

  	
  29,086.08

  	
   

  	
  $

  	
  15.79

  	
   

  	
  27-Oct-2005

  	
   

  	
  31-Oct-2020

  	
   

  
	
  Bed Bath &
  Beyond

  	
   

  	
  20,900

  	
   

  	
  282,150.00

  	
   

  	
  23,512.50

  	
   

  	
  $

  	
  13.50

  	
   

  	
  28-Oct-2003

  	
   

  	
  31-Jan-2019

  	
   

  
	
  Circuit City

  	
   

  	
  20,413

  	
   

  	
  326,607.00

  	
   

  	
  27,217.25

  	
   

  	
  $

  	
  16.00

  	
   

  	
  21-Oct-2005

  	
   

  	
  31-Jan-2017

  	
   

  
	
  Border’s

  	
   

  	
  17,400

  	
   

  	
  318,420.00

  	
   

  	
  26,535.00

  	
   

  	
  $

  	
  18.30

  	
   

  	
  25-Oct-2003

  	
   

  	
  31-Jan-2019

  	
   

  
	
  Olive Garden (Pad)

  	
   

  	
  7,685

  	
   

  	
  115,000.00

  	
   

  	
  9,583.33

  	
   

  	
  $

  	
  14.96

  	
   

  	
  1-Oct-2005

  	
   

  	
  30-Sep-2015

  	
   

  
	
  Chili’s (Pad)

  	
   

  	
  5,855

  	
   

  	
  105,000.00

  	
   

  	
  8,750.00

  	
   

  	
  $

  	
  17.93

  	
   

  	
  21-Apr-2005

  	
   

  	
  30-Apr-2020

  	
   

  
	
  Longhorn Sleakhouse (Pad)

  	
   

  	
  5,547

  	
   

  	
  85,000.00

  	
   

  	
  7,083.33

  	
   

  	
  $

  	
  15.32

  	
   

  	
  22-Aug-2005

  	
   

  	
  30-Aug-2020

  	
   

  
	
  Gamestop

  	
   

  	
  1,900

  	
   

  	
  43,700.00

  	
   

  	
  3,641.67

  	
   

  	
  $

  	
  23.00

  	
   

  	
  1-Feb-2004

  	
   

  	
  31-Jan-2009

  	
   

  
	
  iParty

  	
   

  	
  9,900

  	
   

  	
  173,250.00

  	
   

  	
  14,437.50

  	
   

  	
  $

  	
  17.50

  	
   

  	
  17-Sep-2005

  	
   

  	
  30-Sep-2015

  	
   

  
	
  Pier 1 Imports

  	
   

  	
  9,590

  	
   

  	
  171,181.00

  	
   

  	
  14,265.08

  	
   

  	
  $

  	
  17.85

  	
   

  	
  24-Nov-2003

  	
   

  	
  30-Oct-2013

  	
   

  
	
  Mattress Giant

  	
   

  	
  6,000

  	
   

  	
  117,000.00

  	
   

  	
  9,750.00

  	
   

  	
  $

  	
  19.50

  	
   

  	
  1-Dec-2005

  	
   

  	
  30-Nov-2015

  	
   

  
	
  Totals

  	
   

  	
  200,301

  	
   

  	
  3,393,041.00

  	
   

  	
  282,753.42

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 




	
  Monadnock Marketplace Shopping Center

  	
   

  	
   

  
	
  Keene, New Hampshire

  	
   

  	
  November 9, 2005

  






 


Exhibit C


List of Paid and Unpaid Leasing Commissions


 


	
  Tenant

  	
   

  	
  Broker

  	
   

  	
  Amount

  	
   

  	
  Status

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bed, Bath &
  Beyond

  	
   

  	
  Atlantic Retail

  	
   

  	
  $

  	
  41,800.00

  	
   

  	
  Paid

  	
   

  
	
  Borders

  	
   

  	
  SRA

  	
   

  	
  $

  	
  60,900.00

  	
   

  	
  Paid

  	
   

  
	
  Chili’s

  	
   

  	
  Atlantic Retail

  	
   

  	
  $

  	
  50,000.00

  	
   

  	
  Paid

  	
   

  
	
  Circuit City

  	
   

  	
  Dartmouth Co.

  	
   

  	
  $

  	
  82,000.00

  	
   

  	
  UNPAID

  	
   

  
	
  Dicks

  	
   

  	
  Atlantic Retail

  	
   

  	
  $

  	
  132,000.00

  	
   

  	
  Paid

  	
   

  
	
  Mattress Giant

  	
   

  	
  National Commercial

  	
   

  	
  $

  	
  24,000.00

  	
   

  	
  UNPAID

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gamestop

  	
   

  	
  Atlantic Retail

  	
   

  	
  $

  	
  8,740.00

  	
   

  	
  Paid

  	
   

  
	
  Home Depot

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
  iParty

  	
   

  	
  Atlantic Retail

  	
   

  	
  $

  	
  40,000.00

  	
  * 

  	
  $25.000.00 Paid

  	
   

  
	
  Longhorn

  	
   

  	
  Corporate Realty

  	
   

  	
  $

  	
  40,000.00

  	
   

  	
  Paid

  	
   

  
	
  Michaels

  	
   

  	
  Lornell Company

  	
   

  	
  $

  	
  64,437.00

  	
   

  	
  UNPAID

  	
   

  
	
  Olive Garden

  	
   

  	
  Corporate Realty

  	
   

  	
  $

  	
  40,000.00

  	
   

  	
  UNPAID

  	
   

  
	
  Pier 1

  	
   

  	
  Lornell Company

  	
   

  	
  $

  	
  28,770.00

  	
   

  	
  Paid

  	
   

  
	
  Price Chopper

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
  Target

  	
   

  	
  Atlantic Retail

  	
   

  	
  $

  	
  250,000.00

  	
   

  	
  Paid

  	
   

  



 










	
  *

  	
  $15,000.00
  one year after Tenant opens for business

  
	
   

  	
  $25,000.00
  upon opening and first month’s rent

  



 


12





















 




	
  Monadnock Marketplace Shopping Center

  	
   

  	
   

  
	
  Keene, New Hampshire

  	
   

  	
  November 9, 2005

  






 


Exhibit D


List of Environmental Reports


 


	
  1.

  	
   

  	
  Phase
  I Environmental Site Assessment dated May 17, 2002 by GEI Consultants, Inc.
  (“GEI”), updated March 5, 2003,
  and July 23, 2003.

  
	
  2.

  	
   

  	
  Two
  letters from GEI, each dated February 6, 2004.

  
	
  3.

  	
   

  	
  Email
  from Fred Johnson of GEI dated October 6, 2004.

  
	
  4.

  	
   

  	
  Limited
  Subsurface Investigation dated March 9, 2005 by GEI.

  



 


13