Exhibit 10.31


 


SECOND
AMENDMENT TO AGREEMENT TO
PURCHASE


 


THIS SECOND AMENDMENT TO AGREEMENT TO PURCHASE (this “Second Amendment”)
is dated as of the         day of
January, 2006 by and among Lakewood Associates, Ltd., a Florida limited
partnership (“Seller”), and Inland Real Estate Acquisitions, Inc., an
Illinois corporation, its successors and/or assigns (“Purchaser”).


 


Recitals


 


A.            Purchaser and Seller
previously entered into an Agreement to Purchase dated June 16, 2005 as amended
by that First Amendment to Purchase Agreement dated December 14, 2005,
(the “Purchase Agreement”) providing for the purchase and sale of Phase I of
the Lakewood Shopping Center.


 


B.            Purchaser and Seller
desire to amend the Purchase Agreement upon and subject to the terms and conditions
hereinafter set forth. Capitalized terms used but not defined herein shall have
the meaning ascribed thereto in the Purchase Agreement.


 


Amendments


 


NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Seller and Purchaser
hereto agree as follows:


 


1.             Amendments.        Section 8.1(a) of
the Purchase Agreement is amended by changing the Outside Date to January 27,
2006.


 


2.             Conflicts.               Except
as expressly set forth herein, the Purchase Agreement remains unchanged and in full
force and affect. In the event of a conflict between the terms and conditions
of the Purchase Agreement and the terms and conditions of this Second
Amendment, the terms and conditions of this Second Amendment shall control.


 

















 


IN WITNESS WHEREOF the parties hereto have executed this Second
Amendment as of the date first set forth above.


 


	
  SELLER:

  
	
   

  
	
  LAKEWOOD ASSOCIATES,
  LTD., a 

  Florida limited partnership

  
	
  By:

  	
  Newcaster Devcorp, Inc.,
  a Florida 

  corporation, its general partner

  
	
   

  
	
   

  	
  By:

  	
  /s/ Elias Vassilaros

  	
   

  
	
   

  	
   

  	
  Elias Vassilaros

  
	
   

  	
   

  	
  Executive Vice-President

  
	
   

  
	
   

  
	
  PURCHASER:

  
	
   

  
	
  INLAND REAL ESTATE
  ACQUISITIONS, INC., 

  an Illinois corporation

  
	
   

  
	
  By:

  	
  /s/ Jason A. Lazarus

  	
   

  
	
  Name:

  	
  Jason A. Lazarus

  	
   

  
	
  Its:

  	
  V.P.

  	
   

  
					



 

















 


FIRST AMENDMENT TO AGREEMENT TO PURCHASE


 


THIS FIRST AMENDMENT TO AGREEMENT TO PURCHASE (this “First
Amendment”) is dated as of the 14th day of December, 2005 by and
among Lakewood Associates, Ltd., a Florida limited partnership (“Seller”), and
Inland Real Estate Inc., an Illinois corporation, its successors and/or assigns
(“Purchaser”).


 


Recitals


 


A.            Purchaser and Seller previously
entered into an Agreement to Purchase dated June 16, 2005 (the “Purchase
Agreement”) providing for the purchase and sale of Phase 1 of the Lakewood
Shopping Center.


 


B.            Purchaser and Seller
desire to amend the Purchase Agreement upon and subject to the terms and
conditions hereinafter set forth. Capitalized terms used but not defined herein
shall have the meaning ascribed thereto in the Purchase Agreement.


 


Amendments


 


NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller and Purchaser hereto
agree as follows:


 


1.             Amendments. Section 8.1(a) of
the Purchase Agreement is amended by changing the Outside Date to January 13,
2006.


 


2.             Conflicts.
      Except
as expressly set forth herein, the Purchase Agreement remains unchanged and in
full force and affect. In the
event of a conflict between the terms and conditions of the Purchase Agreement
and the terms and conditions of this First Amendment, the terms and conditions
of this First Amendment shall control.


 

















 


IN WITNESS WHEREOF the parties hereto have executed this First
Amendment as of the date first set forth above.


 


 


	
  SELLER:

  
	
   

  
	
  LAKEWOOD ASSOCIATES,
  LTD., a 

  Florida limited partnership

  
	
  By:

  	
  Newcaster
  Devcorp, Inc., a Florida 

  corporation, its general partner

  
	
   

  
	
   

  	
  By:

  	
  /s/ Elias Vassilaros

  	
   

  
	
   

  	
   

  	
  Elias Vassilaros

  
	
   

  	
   

  	
  Executive
  Vice-President

  
	
   

  
	
   

  
	
  PURCHASER:

  
	
   

  
	
  INLAND REAL ESTATE
  ACQUISITIONS, INC., 

  an Illinois corporation

  
	
   

  
	
  By:

  	
  /s/ Jason A. Lazarus

  	
   

  
	
  Name:

  	
  Jason A. Lazarus

  	
   

  
	
  Its:

  	
  Vice President

  	
   

  
					



 

















 


Lakewood Shopping Center 

Phase I


 


 


AGREEMENT TO PURCHASE


 


LAKEWOOD ASSOCIATES, LTD.


 


and


 


INLAND REAL ESTATE ACQUISITIONS, INC.


 

















 


TABLE OF
CONTENTS


 


	
  PAGE

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS 

  	
  1

  
	
  1.1

  	
  Definitions 

  	
  1

  
	
  ARTICLE II

  	
  PURCHASE AND SALE 

  	
  5

  
	
  2.1

  	
  Purchase and Sale 

  	
  5

  
	
  ARTICLE III

  	
  PURCHASE PRICE AND
  EXISTING FINANCING 

  	
  5

  
	
  3.1

  	
  Purchase Price 

  	
  5

  
	
  3.2

  	
  Existing Financing 

  	
  5

  
	
  ARTICLE IV

  	
  CLOSING MATTERS 

  	
  6

  
	
  4.1

  	
  Survey 

  	
  6

  
	
  4.2

  	
  Title 

  	
  7

  
	
  4.3

  	
  Possession, Prorations
  and Expenses, and New Leases 

  	
  7

  
	
  4.4

  	
  Closing 

  	
  10

  
	
  ARTICLE V

  	
  INSPECTION 

  	
  12

  
	
  5.1

  	
  Inspection 

  	
  12

  
	
  5.2

  	
  Termination 

  	
  13

  
	
  ARTICLE VI

  	
  DESTRUCTION, DAMAGE OR
  CONDEMNATION 

  	
  14

  
	
  6.1

  	
  Destruction or Damage 

  	
  14

  
	
  6.2

  	
  Condemnation 

  	
  15

  
	
  6.3

  	
  Casualty and Rent Loss
  Insurance 

  	
  15

  
	
  ARTICLE VII

  	
  COVENANTS, REPRESENTATIONS,
  WARRANTIES 

  	
  15

  
	
  7.1

  	
  Covenants of Seller 

  	
  15

  
	
  7.2

  	
  Representations and
  Warranties of Seller 

  	
  17

  
	
  7.3

  	
  Representations and
  Warranties of Purchaser 

  	
  18

  
	
  7.4

  	
  Deliveries 

  	
  19

  
	
  7.5

  	
  Construction 

  	
  20

  
	
  7.6

  	
  Indemnity 

  	
  21

  
	
  ARTICLE VIII

  	
  DEFAULT, CONDITIONS
  PRECEDENT AND TERMINATION 

  	
  22

  
	
  8.1

  	
  Conditions to Purchaser’s
  Obligations and Default by Seller 

  	
  22

  
	
  8.2

  	
  Conditions to Seller’s
  Obligations and Default by Purchaser 

  	
  24

  
	
  ARTICLE IX

  	
  NOTICES 

  	
  24

  
	
  9.1

  	
  Notices 

  	
  24

  
	
  ARTICLE X

  	
  ADDITIONAL COVENANTS 

  	
  26

  
	
  10.1

  	
  Entire Agreement.
  Amendments and Waivers 

  	
  26

  
	
  10.2

  	
  Further Assurances 

  	
  26

  
	
  10.3

  	
  Survival and Benefit 

  	
  26

  
	
  10.4

  	
  Assignment; No Third
  Party Beneficiary 

  	
  26

  
	
  10.5

  	
  Brokerage 

  	
  26

  
	
  10.6

  	
  Interpretation 

  	
  27

  
	
  10.7

  	
  Effective Date 

  	
  28

  
	
  ARTICLE XI

  	
  LEASING DEPOSIT; TI ESCROW
  

  	
  28

  
	
  11.1

  	
  Leasing Deposit 

  	
  28

  



 

















 


	
  11.2

  	
  Disbursements of the
  Leasing Deposit 

  	
  28

  
	
  11.3

  	
  TI Escrow 

  	
  29

  
	
  11.4

  	
  Shop Leases 

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  Lakewood Phase II 

  	
  30

  
	
  12.1 

  	
  Lakewood Shopping
  Center Phases

  	
   

  



 

















 


AGREEMENT TO PURCHASE


 


This AGREEMENT (AAgreement@)! is
made as of the 16 day of JUNE 2005, by and between LAKEWOOD ASSOCIATES, LTD., a
Florida limited partnership, (ASeller@), and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois
corporation, its successors and/or assigns (APurchaser@).


 


RECITALS


 


A.            Seller is the owner of
that certain land (ALand@) described on Exhibit AA@ attached
hereto comprising approximately 16.06 acres of land, located at 550 North State
Road 7/441 and 5331-5501 West Atlantic Boulevard, Margate, Florida. There
exists certain shopping center improvements (AImprovements@) on the Land
containing approximately 149,077 square feet of leasable space known as the
Lakewood Shopping Center (Phase I).


 


B.            Seller desires to sell
and Purchaser desires to purchase the Property (as hereinafter defined) upon
and subject to the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as
follows:


 


ARTICLE I.


 


DEFINITIONS


 


1.1           Definitions.   When used herein, the following terms
shall have the respective meanings set forth opposite each such term:


 


	
  Agreement:

  	
  This Agreement to
  Purchase including the Exhibits attached hereto which are by this reference
  incorporated herein and made a part hereof.

  
	
   

  	
   

  
	
  Anchor Leases:

  	
  The Leases listed on
  Exhibit “F” attached hereto.

  
	
   

  	
   

  
	
  Anchor Tenants:

  	
  Marshall’s, Walgreens,
  Bank of America, Harbor Freight Tools, E.B. Games, and Burger King.

  
	
   

  	
   

  
	
  Anchor Tenant Premises:

  	
  The addresses of Anchor
  Tenants set forth on Exhibit “F” attached hereto.

  



 


1

















 


	
  Business Day:

  	
  Any day except a
  Saturday or Sunday, on which national banks are open for business in Chicago,
  Illinois.

  
	
   

  	
   

  
	
  Closing: 

  	
  The consummation of
  this Agreement.

  
	
   

  	
   

  
	
  Closing Date:

  	
  The later of thirty
  (30) business days after (a) the expiration of Inspection Period, or
  (b) Existing Lender’s approval of Purchaser’s or Purchaser’s designee’s
  or assignee’s assumption of the Existing Financing upon terms acceptable to
  Purchaser in its sole and absolute discretion.

  
	
   

  	
   

  
	
  Deposit: 

  	
  The sum of $500,000.00.
  The Deposit shall be held and applied by Escrowee as provided in Exhibit AB@
  attached hereto.

  
	
   

  	
   

  
	
  Effective Date:

  	
  The date upon which the
  last of Seller and Purchaser have executed and delivered this Agreement.

  
	
   

  	
   

  
	
  Escrowee: 

  	
  Chicago Title Insurance
  Company in Chicago.

  
	
   

  	
   

  
	
  Existing Lender: 

  	
  Nationwide Life Insurance
  Company, an Ohio corporation

  
	
   

  	
   

  
	
  Existing Financing:

  	
  That certain mortgage
  loan in the original amount of $12,100,000.00 secured by a lien encumbering
  the Property in favor of Existing Lender, with an interest rate of 6.01%.

  
	
   

  	
   

  
	
  Existing Loan Documents:

  	
  The documents listed on
  Schedule “A” attached hereto.

  
	
   

  	
   

  
	
  Hazardous Substances:

  	
  Toxic or hazardous
  material or waste regulated by any Legal Requirement, including, but not
  limited to, asbestos, polychlorinated biphenyls and petroleum products.

  
	
   

  	
   

  
	
  Leases:

  	
  The Anchor Leases, the
  Shop Leases, any lease shown on the Rent Roll not included in the foregoing,
  and those leases executed hereafter in accordance with Section 11.4 and
  which are in existence as of the Closing Date.

  
	
   

  	
   

  
	
  Lease-Up Event: 

  	
  Shall have the meaning
  set forth in Section 11.2 of this Agreement. 

  
	
   

  	
   

  
	
  Leasing Deposit:

  	
  Shall have the meaning
  set forth in Section 11.1 of this Agreement.

  



 


2

















 


	
  Leasing Guidelines:

  	
  The guidelines set
  forth on Exhibit “M” attached hereto shall govern all Leases that are entered
  into by Seller for the Property after the Effective Date of the Agreement in
  accordance with the provisions of this Agreement.

  
	
   

  	
   

  
	
  Legal Requirements:

  	
  All laws, statutes,
  codes, acts, ordinances, judgments, decrees, injunctions, rules, regulations,
  permits, licenses, authorizations, directions and requirements of all
  governments and governmental authorities having jurisdiction over the Real
  Property and the operation of the Improvements.

  
	
   

  	
   

  
	
  Occupancy Condition:

  	
  That (i) the
  tenant under the applicable Lease has taken occupancy of the premises demised
  under such Lease, has accepted the improvements being constructed by the
  landlord under such Lease, has opened for business and has commenced paying
  rent under such Lease, all of which shall be evidenced in an estoppel
  certificate in the form required under such Lease (or if no form is required,
  then in the form set forth in Exhibit AE@attached hereto) and
  (ii) the Improvements (including interior tenant improvements) under the
  applicable Lease have been completed in accordance with the terms of such
  Lease, except for any mechanical adjustments or minor details of construction
  or decoration or other items commonly recognized in the construction industry
  as Apunch list@ items, and a certificate of occupancy has been issued for
  each such tenant improvements.

  
	
   

  	
   

  
	
  Outside Date:

  	
  Shall have the meaning
  set forth in Section 8.1 of this Agreement.

  
	
   

  	
   

  
	
  Permitted Title
  Exceptions:

  	
  The Leases and
  exceptions to title which Purchaser shall approve in writing or be deemed to
  have approved pursuant to the terms of this Agreement.

  
	
   

  	
   

  
	
  Personal Property:

  	
  Those items of
  personalty, if any, which are owned by Seller and located at the Property and
  which will be conveyed to Purchaser at Closing by a Bill of Sale (the ABill
  of Sale@) containing no warranties, whether express or implied, except a
  warranty of title free of any lien or encumbrance,

  
	
   

  	
   

  
	
  Pre Closing Deliveries:

  	
  Shall have the meaning
  set forth in Section 7.4.

  
	
   

  	
   

  
	
  Project Pro Forma:

  	
  The budget for the
  operation (projected income/expenses) of the Improvements attached hereto as Exhibit AG@,
  which has been approved by Purchaser.

  
	
   

  	
   

  
	
  Property:

  	
  The Real Property,
  Personal Property, Service Contracts, Warranties, and the Leases.

  



 


3

















 


	
  Proration Date: 

  	
  Shall have the meaning
  set forth in Section 4.3 of this Agreement.

  
	
   

  	
   

  
	
  Purchase Price:

  	
  The consideration
  payable by Purchaser to Seller for the Property, as provided in
  Article III.

  
	
   

  	
   

  
	
  Real Property: 

  	
  Collectively, the Land
  and Improvements.

  
	
   

  	
   

  
	
  Rent Roll:

  	
  The list of Leases in
  existence as of the date of said list, which list as of the date hereof is
  attached hereto as Exhibit AH@ and contains the monthly rental
  charges, leased area, term and options, if any, with respect to such leases,
  and the pro forma monthly rental charges with respect to the Vacant Space.

  
	
   

  	
   

  
	
  Service Contracts:

  	
  Those contracts,
  agreements and leases of equipment relating to the servicing, operation,
  management and maintenance of the Property which are listed on Exhibit AD-3”
  attached hereto.

  
	
   

  	
   

  
	
  Shop Leases:

  	
  The leases for Shop
  Space (other than the portion of the Improvements subject to the Anchor
  Tenant Leases) with tenants that are not affiliated with Seller, each of
  which tenant shall be subject to the approval of Purchaser if such Shop Lease
  is not an existing Shop Lease, which approval shall not be unreasonably
  withheld, provided the Lease complies with the criteria set forth on the
  Leasing Guidelines.

  
	
   

  	
   

  
	
  Shop Space:

  	
  Those portions of the
  Improvements that are subject to a Shop Lease, consisting of approximately
  89,138 square feet in the aggregate.

  
	
   

  	
   

  
	
  TI Escrow:

  	
  Shall have the meaning
  set forth in Section 11.3 of this Agreement.

  
	
   

  	
   

  
	
  Title Commitment:

  	
  A commitment for an
  Owners Title Insurance Policy for the Real Property issued by the Title
  Insurer in the full amount of the Purchase Price, covering title to the Real
  Property, dated on or after the date hereof, showing Seller as lessee of the
  Real Property, subject only to the Permitted Title Exceptions.

  
	
   

  	
   

  
	
  Title Insurer:

  	
  Chicago Title Insurance
  Company.

  
	
   

  	
   

  
	
  Unpermitted Title
  Exceptions:

  	
  Shall have the meaning
  set forth in Section 4.2 of this Agreement.

  
	
   

  	
   

  
	
  Updated Survey:

  	
  An update of the
  boundary survey delivered by Seller pursuant to Section 4.1 hereof, and
  certified to Purchaser and/or its assignee, meeting the Minimum Standard
  Detail Requirements for ALTA/ACSM Land Title Surveys jointly adopted by ALTA,
  ACSM and NSPS in 1999 including all Table A optional survey responsibilities
  and specifications, and acceptable to Purchaser and

  



 


4

















 


	
   

  	
  Title Insurer, dated
  not more than thirty (30) days prior to the date of delivery, which shall set
  forth, among other things, the following: (i) the legal description of
  the applicable portion of the Property; (ii) the location of all
  Improvements, including parking areas and number of spaces, curb cuts and the
  means of ingress and egress from public roads and highways; (iii) the
  location of all utilities servicing the applicable portion of the Property,
  including sewer, water, gas, electric, telephone and any other utilities
  serving the applicable portion of the Property to the point of connection
  with the public system; (iv) the location of all easements affecting the
  applicable portion of the Property or benefiting the applicable portion of
  the Property, and any building and/or set-back lines; and (v) any
  encroachments of the Improvements onto adjacent property or onto easements
  within the applicable portion of the Property, and any encroachments of
  improvements on adjacent property onto the applicable portion of the
  Property.

  
	
   

  	
   

  
	
  Vacant Space:

  	
  Shop Space that is
  either: (i) not subject to a Lease; (ii) subject to a Lease but for
  premises as to which the Occupancy Condition has not yet been satisfied, or
  (iii) subject to a Lease whereunder the tenant is more than thirty (30)
  days delinquent in the payment of sums due thereunder.

  
	
   

  	
   

  
	
  Warranties:

  	
  Those guarantees and
  warranties described on Exhibit AD-2” attached hereto.

  



 


ARTICLE II.


 


PURCHASE AND SALE


 


2.1           Purchase and Sale.   Subject to the conditions and on the
terms contained in this Agreement, Purchaser agrees to purchase and acquire
from Seller, and Seller agrees to sell and transfer to Purchaser, the Real
Property by special warranty deed, the Leases, Contracts and Warranties by
assignment, and the Personal Property by the Bill of Sale.


 


ARTICLE III.


 


PURCHASE PRICE AND EXISTING FINANCING


 


3.1           Purchase Price.   The purchase price shall be TWENTY SIX
MILLION SEVEN HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($26,750,000.00).
Purchaser agrees to pay to Seller, and Seller agrees to accept payment of, the
Purchase Price as follows:


 


(a)           On the Closing Date,
Purchaser shall pay to Seller the entire Purchase Price, plus or minus
adjustments and prorations as hereinafter provided, minus the then outstanding
balance of the Existing Financing by bank wire transfer of collected federal
funds.


 


5

















 


(b)           The Deposit shall,
following such payment of the Purchase Price, be refunded to Purchaser.


 


3.2           Existing Financing.


 


(a)           Subject to the terms of
this Agreement, Purchaser will take title subject to, and assume, the Existing
Financing currently held by the Existing Lender (the “Mortgage”), having an
approximate principal balance of ELEVEN MILLION EIGHT HUNDRED EIGHTY FOUR
THOUSAND NINE HUNDRED THIRTY SIX and 61/100 ($11,884,936.61.) DOLLARS as of April 30,
2005; a current interest rate of Six and 01/100 (6.01%) Percent; a current
monthly payment of ONE HUNDRED THOUSAND SIX HUNDRED FOURTEEN and 56/100
($100,614.02) DOLLARS, with SEVENTY EIGHT THOUSAND THIRTY FOUR and 45/100
($78,034.45) DOLLARS thereof being attributable to principal and interest, and
TWENTY TWO THOUSAND FIVE HUNDRED SEVENTY NINE and 57/100 ($22,579.57) DOLLARS
thereof being attributable to real estate tax escrow; and a maturity date of April 1,
2024. The Purchaser acknowledges that the Purchaser’s assumption of said
Mortgage requires the approval of the holder of the Mortgage. The unpaid
balance of the mortgage assumed by the Purchaser shall be credited against the
Purchase Price. This transaction is contingent upon Existing Lender approving
Purchaser’s assumption of the Mortgage in accordance with the terms of this
Agreement on or before sixty (60) business days after the Effective Date.


 


(b))          The Purchaser shall
promptly obtain the necessary application and diligently complete and return it
to the holder or servicer of the Existing Financing with all information and
documentation requested by the Existing Lender for said assumption. If Existing
Lender has not approved the assumption of the Existing Financing upon terms,
and with such amendments to the Existing Loan Documents as are requested and
acceptable to Purchaser in its sole and absolute discretion on or before sixty
(60) business days after the Effective Date, either the Seller or the Purchaser
may terminate this Agreement by written notice to the other party and the
Escrow Agent, thereby entitling the Purchaser to a return of its Deposit.
Purchaser shall use commercially reasonable efforts to obtain the approval of
said assumption by Existing Lender and, prior to the expiration of the
Inspection Period (hereinafter defined), shall identify for Seller and Existing
Lender what changes, if any, it requests be made to the Existing Loan
Documents.


 


6

















 


ARTICLE IV.


 


CLOSING MATTERS


 


4.1           Survey.
Within thirty (30) days following the Effective Date, Seller shall deliver to
Purchaser, at Seller=s cost and expense, the Updated Survey. If the Updated
Survey shows any encroachments on to the Property by improvements located
outside its boundaries or encroachments by buildings or monument signs principally
located on the Property over setback lines, or over easements or over or onto
the property of others or onto any public right-of-way adjacent to the
Property, or if it is apparent that the Property violates existing title
covenants and/or applicable zoning laws or ordinances, or the Updated Survey
shows any other matter which is not shown on the existing Survey that would
have a material adverse effect on the Property, Purchaser shall, within ten (10)
days after receipt of the Updated Survey, notify Seller in writing to that
effect specifying the defects. Seller shall have until thirty (30) days from
receipt of Purchaser=s notice specifying the defects in which to cure such
defects. If after said period Seller shall, not have cured the defects, or if Seller
shall not have progressed to a point where the defects are certain to be
remedied at or prior to Closing, Purchaser shall have the option of (i) accepting
the condition of the Property as disclosed in the Updated Survey in an Aas is@
condition and close without a reduction in the Purchase Price, or (ii) demanding
a refund of the Deposit which Escrowee shall forthwith return to Purchaser and thereupon
Purchaser and Seller shall each be released from all further liabilities and
obligations to each other respecting all matters arising from this Agreement.
Purchaser=s option of demanding a refund of the Deposit must be exercised
within ten (10) days after the expiration of Seller=s thirty (30) day period to
cure survey defects, otherwise Purchaser shall be deemed to have waived its uncured
objections to defects revealed by the Updated Survey and agreed to purchase the
Property subject to such uncured defects.


 


4.2           Title.


 


(a)           No later than thirty
(30) days following the Effective Date, Seller shall deliver the Title
Commitment to Purchaser together with legible and complete copies of all
documents of record. If the Title Commitment discloses exceptions to title
which are not acceptable to Purchaser (AUnpermitted Title Exceptions@), then,
within ten (10) days from Purchaser=s receipt of the Title Commitment or
update thereto, Purchaser must so notify Seller. If Purchaser fails to so
notify Seller within said ten (10) day period, the Title Commitment will
be conclusively deemed to be approved by Purchaser. If, within said ten (10) day
period, Purchaser shall notify Seller of any Unpermitted Title Exceptions
(which notification must specify the Unpermitted Title Exceptions), Seller
shall have thirty (30) days from the date of Purchaser=s notice to have such exceptions
removed from the Title Commitment and provide evidence thereof to Purchaser,
and if Seller fails to have such exceptions removed, or insured over in a
manner satisfactory to Purchaser, Purchaser may elect, within ten (10) days
after the expiration of Seller=s thirty (30) day cure period to (i) terminate
this Agreement without liability on the part of any party thereafter (in which
event the Deposit shall be


 


7

















 


promptly returned
to Purchaser), or (ii) accept title subject to such Unpermitted Title
Exceptions without any diminution of the Purchase Price. Purchaser=s failure to
make any election within said ten (10) day period shall be conclusively
deemed to mean that Purchaser has elected the option contained in subsection (i) of
this Section 4.2. On the Closing Date, at the expense of Seller as set
forth in Section 4.3(d) hereof, Seller shall cause the Title Insurer
to issue an owner’s title insurance policy or prepaid commitment therefor
pursuant to and in accordance with the Title Commitment insuring a fee interest
in the Real Property in Purchaser or its designee as of the Closing Date,
subject only to the Permitted Title Exceptions and such other exceptions as
Purchaser may approve (or which may be deemed to have been approved). Such
leasehold title insurance policy or prepaid commitment shall contain a
contiguity endorsement, survey endorsement, and such other endorsements as may
be available under applicable law and requested by Purchaser, including
extended coverage and waiving off of new construction. If Purchaser shall make
objection to the Title Commitment (as described in this Section 4.2) and
the Closing Date was to occur prior to the time each party was able to exercise
its rights under Section 4.1. and/or 4.2, then the Closing Date will be
extended to a date which is five (5) days subsequent to the latest date
for notice, objection and remedy permitted by Section 4.1 and 4.2.


 


(b)           Notwithstanding
anything to the contrary contained in this Section 4.2 or elsewhere in
this Agreement, Seller shall not be obligated to bring any action or proceeding
or otherwise to pay or incur any substantial expense in order to eliminate any
Unpermitted Title Exceptions except that Seller on or before the Closing Date
shall satisfy mortgages and mechanic=s liens against Seller secured by Property
or other liens created by Seller which may be satisfied by the payment of
liquidated amounts.


 


4.3           Possession, Prorations and Expenses, and New Leases.


 


(a)           Sole and exclusive
possession of the Property, subject only to the rights of the tenants under the
Leases, shall be delivered to Purchaser on the Closing Date.


 


(b)           If the balance of the
Purchase Price is deposited in immediately available funds with the Title
Insurer by 2:00 PM (EST) on the Closing Date, as required by Section 4.4(d)
hereof, all prorations will be computed as of the end of the day immediately
prior to the Closing Date (AProration Date@). If Purchaser fails to
deposit the balance of the Purchase Price by 2:00 PM (EST) on the Closing Date,
as aforesaid, and the Closing occurs on the Closing Date, the Proration Date shall
be concurrent with the Closing Date and all prorations will be calculated as of
the end of the day on the Closing Date.


 


(c)           AFixed Rent@, APercentage
Rent@ and Tenant ACAM@ and other expense contributions to be made by tenants
shall be prorated as follows:


 


(i)            Fixed
Rent - Fixed Rent for the month in which the Closing occurs will be prorated as
of the Proration Date. Fixed Rent relating to any period prior to the month in
which the Closing occurs, which is


 


8

















delinquent on the Proration Date, will not be prorated. All such
arrearages of Fixed Rent unpaid on the Proration Date will remain the sole and
exclusive property of Seller after Closing, provided, however, if, after
Closing, Seller shall receive any such delinquent Fixed Rent, Seller will remit
to Purchaser that portion of such delinquent Fixed Rent that is attributable to
the period after the Proration Date, if any. Seller shall retain all right,
title, power and authority to enforce payment thereof after Closing, except
that Seller will not have the right to terminate the Lease of a delinquent
tenant after Closing due to such delinquency. If, after Closing, Purchaser or
its designee shall receive any delinquent Fixed Rents, Purchaser may apply such
payments as follows: first, to rent delinquencies which relate to any
period after the Proration Date, second, to rent delinquencies for the
month of Closing, and finally, any balance shall be remitted to Seller.


 


(ii)           Percentage
Rent - Percentage Rent which is due but unpaid at Closing and accrued
Percentage Rent not yet payable at Closing will not be prorated. If, after
Closing, however, Purchaser receives any payment of percentage rent which
relates in any part to sales made prior to the Proration Date, Purchaser shall
immediately remit Seller=s share thereof to Seller.


 


(iii)          Tenant
CAM and other expense contributions-For purposes hereof, the term AExpenses@ shall
mean all common area maintenance costs, real estate tax passthroughs (both ad
valorem and non-ad valorem taxes) and other operating expenses of the Property.
All payments by the tenant to the landlord under the Leases for Expenses shall
be prorated in the same manner set forth in Section 4.(3)(c)(i):


 


In addition,
security deposits, personal property taxes, general and special real estate and
other ad valorem taxes and assessments and other state or city taxes, fees,
charges and assessments affecting the Property, prepaid expenses, utility
charges and deposits, if any, and all other customarily proratable items shall
be prorated as of the Proration Date on the basis of the most recent
ascertainable amounts of or other reliable information in respect to each such
item of income and expense and the net credit to Purchaser or Seller shall be
paid in cash or as a credit or debit against the Purchase Price. Purchaser
shall receive a credit for all security deposits of tenants in the amount
thereof as required by the terms of their respective leases. The foregoing
notwithstanding, all prorations and reprorations for real estate taxes will be
based upon either (i) the actual real estate tax bills for 2005 for the
Property, or (ii) if the actual real estate bills for the 2005 are not
available, than 110% of the 2005 assessed value for the Property times the 2004
millage rate used by Broward


 


9

















 


County to
determine the 2004 real estate taxes for the Property, at the maximum available
discount for early payment. In the event that any Lease requires the tenant
thereunder to pay any portion of real estate taxes (upon presentation of the
invoice therefor, as opposed to estimated monthly payments), the credit in
favor of Purchaser for accrued real estate and other ad valorem taxes will be
reduced by an amount equal to such reimbursement obligation. If any general or
special assessment (as contrasted to ad valorem taxes) is payable in
installments, only the current installment will be prorated and all subsequent
installments will be the obligation of Purchaser. Real estate taxes will be
reprorated (and such reproration will be a final reproration) within thirty
(30) days after receipt of the tax bill for year of Closing. Certified liens
levied by any governmental authority against the Property as of the Closing
Date shall be paid by Seller on or before the Closing Date. Pending liens
levied by any governmental authority against the Property as of the Closing
Date shall be assumed by Purchaser; provided, however, that if the improvement
for which any such pending lien was levied was substantially completed as of
the Closing Date, such pending lien shall be treated as a certified lien and
paid by Seller.


 


(d)           Seller shall pay all
title charges and premiums required to fulfill the obligations under Section 4.2
hereof, one-half (2) of the escrow charges, all survey charges required to
fulfill the obligations under Section 4.1 hereof, the cost of all transfer
taxes due under applicable law with respect to the transfer of the fee interest
and all rollback taxes, if any. Purchaser shall pay one-half (2) of the
escrow charges.  The parties shall each
be solely responsible for the fees and disbursements of their respective
counsel and other professional advisers.


 


(e)           Seller shall be
obligated to pay all tenant allowances, leasing commissions, rebates or other
tenant improvement costs which are the responsibility of the landlord under, or
are due in connection with, the Leases (including, without limitation, any
leasing commissions which may be payable in connection with any extension of
the Leases).  In addition, Seller
covenants that, as of the Closing Date, there shall be no free rent or other
rent concessions due any tenant of the Property.


 


4.4           Closing.


 


(a)           The Closing of the
transaction contemplated hereby shall commence at 10:00 a.m. on the Closing
Date at the Chicago, Illinois office of the Title Insurer (with cooperation of
the Title Insurer=s office or agent in the state in which the Property is
located) or on such other date, time and place as the parties may mutually
agree. Notwithstanding, Seller and Purchaser agree that the Closing may be held
through mutually satisfactory escrow arrangements.


 


(b)           Not later than the
Closing Date, Seller shall deposit in the escrow the following:


 


(i)            A special
warranty deed (in form reasonably acceptable to Purchaser) executed by Seller;


 


10

















 


(ii)           An
assignment of all of Seller=s right, title and interest in and under the
Leases, Service Contracts and Warranties, in a form reasonably satisfactory to
Seller and Purchaser;


 


(iii)          The
Bill of Sale;


 


(iv)          Originals
of the Leases, Service Contracts and Warranties copies of certificates of
occupancy relating to the Property, and permits relating to Improvements
constructed on the Property by Seller;


 


(v)           Letter to
the tenants under the Leases advising the tenants that the Property has been
sold to Purchaser and directing payment of rental under the Leases in
accordance with the directions of Purchaser;


 


(vi)          A
No-Lien/GAP Affidavit in customary form required by the Title Insurer;


 


(vii)         A
closing statement in the form required by the Title Insurer;


 


(viii)         An
executed FIRPTA Affidavit in customary form;


 


(ix)           Casualty
and liability insurance certificates from each tenant under the Leases in the
form required under the Leases; and


 


(x)            Such
other documents, instruments, certifications and confirmations as may be
reasonably required to fully effect and consummate the transaction contemplated
hereby.


 


(c)           Not later than ten (10) days
prior to the Closing Date, Seller shall obtain and deliver to Purchaser an
estoppel certificate executed by each of the Anchor Tenants (AAnchor Tenant
Estoppels@) and each of the other tenants under the Shop Leases (AShop Space
Tenant Estoppels@) in the forms prescribed in the Leases or in the form
customarily executed by an Anchor Tenant or a Shop Space Tenant, or if no form
is prescribed in the Leases then substantially in the form of Exhibit AE@
attached hereto. If Seller is unable to obtain the required estoppel
certificates from all of the anchor tenants, and all of the Shop Space tenants,
each dated no earlier than thirty (30) days prior to the Closing Date, such
failure shall constitute a failure of condition but not a default by Seller
hereunder and Purchaser=s sole rights hereunder will be to terminate this
Agreement and obtain a return of the Deposit or to waive this condition and
close this Agreement without diminution of the Purchase Price or any liability
to Seller; provided, however, if Seller shall have obtained (i) all of the
Anchor Tenant Estoppels, and (ii) Shop Space Tenant Estoppels from not
less than ninety percent (90%) of the tenants under Shop Leases, then Seller
shall provide an estoppel certificate satisfactory to Purchaser for each
missing Shop Space Tenant Estoppel and Seller=s obligations under this subsection (c) shall
be deemed to be met.


 


11

















 


(d)           Not later than the
Closing Date, Purchaser shall deposit in the escrow the following:


 


(i)            A closing
statement in form required by the Title Insurer;


 


(ii)           An
assumption of the Leases, Service Contracts and Warranties in a form reasonably
satisfactory to Seller and Purchaser; and


 


(iii)          Such
other documents, instruments, certifications and confirmations as may be
reasonably required and to fully effect and consummate the transaction
contemplated hereby.


 


(e)           No later than 2:00 PM
(EST) on the Closing Date, Purchaser shall deposit the balance of the Purchase
Price as provided in Section 3.1 (a) with the Title Insurer.


 


(f)            All documents or other
deliveries required to be made by Purchaser or Seller on or prior to the
Closing Date and all deposits and transactions required to be consummated concurrently
with Closing, shall be deemed to have been delivered and to have been
consummated simultaneously with all other transactions and all other
deliveries, and no delivery shall be deemed to have been made, and no
transaction shall be deemed to have been consummated, until all deliveries required
by Purchaser and Seller shall have been made, and all concurrent or other
transactions shall have been consummated.


 


(g)           It shall be a condition
precedent to Closing that Seller has delivered to Purchaser written
confirmation from the Anchor Tenants that they have received any roof
warranties referenced in the Anchor Leases and any as-built survey contemplated
by the Anchor Leases if Seller is required to deliver same to an Anchor Tenant
pursuant to its lease. Such confirmation shall be contained in the estoppel
certificates of such Anchor Tenants.


 


ARTICLE V.


 


INSPECTION


 


5.1           Inspection.  During the term of this Agreement, Purchaser,
its agents, employees and representatives, may have access to the Property and
the records of the Property (including those on file with any governmental
agency) at all reasonable times with the right, at Purchaser=s expense, to
inspect the Property and to conduct all tests thereon as Purchaser, its
licensed engineers, surveyors and the like shall deem reasonably necessary or
desirable. Any entry on or to the Property by Purchaser or its authorized
representatives pursuant to the provisions hereof shall be at the risk of
Purchaser, and Purchaser hereby indemnifies, holds harmless and exonerates
Seller from all loss, claim, liability, action or demand arising therefrom or
connected therewith. Purchaser shall permit no waste or damage to the Property.
Purchaser has no right or power to create any liens against the


 


12

















Property and
Purchaser shall be responsible to completely restore the Property at the
conclusion of all tests. The indemnity and restoration requirements set forth
in this Article shall survive the Closing or other termination of this
Agreement. The access permitted by this paragraph shall extend to all plans,
specifications and other documents and reports in the possession of Seller or
its agents relevant to the physical conditions of the Property and to the
operational records, but shall not, however, extend to Seller=s internal
partnership records for the Property. The Purchaser may contact the Anchor
Tenants and any tenant under a Shop Lease so long as it shall first notify
Seller and give Seller the opportunity to review any written communication with
the Anchor Tenants and any Tenant under a Shop Lease or to be present at any
personal meeting with the Anchor Tenants, as applicable.


 


5.2           Termination.


 


(a)           The obligation of
Purchaser to close the transaction contemplated hereby is, at Purchaser’s
option, subject to Purchaser’s review and approval of: the Leases, the Service
Contracts, the Warranties the environmental and structural condition of the
Property, the Title Commitment and documents of record, and such market
research, inspection of the Property, determinations as to the Property’s
compliance with the Legal Requirements and review of financial statements
relating to the Property, as Purchaser deems necessary to make its final
determination to acquire the Property. Purchaser shall have a period of time
commencing on the Effective Date and expiring at 5:00 p.m. (CST) on the
later of (i) the thirtieth (30th) Business Day following the
Effective Date and (ii) the thirtieth (30th) Business Day
following Purchaser=s receipt of the last of the Pre Closing Deliveries (the Alnspection
Period@) in which to analyze the Pre Closing Deliveries, all inspections, and
all reports relating to the Property. If Purchaser is dissatisfied or concerned
with the result of any such investigation, search, inquiry or report as
contemplated hereby, in its sole and absolute discretion, or for no reason
whatsoever, Purchaser may terminate this Agreement prior to the expiration of
the Inspection Period and demand a refund of the Deposit which Escrowee shall
forthwith return to Purchaser, and thereupon Purchaser and Seller shall each be
released from all further obligations to each other respecting matters arising
from this Agreement, except with regard to such covenants that expressly
provide for survival of termination. Purchaser shall be deemed to have agreed
to purchase the Property in an Aas is@ condition in all respects based upon the
inspections or the right to inspect contained herein, and without warranty or
representation, express or implied, by Seller except as provided elsewhere in
this Agreement.


 


(b)           Except as otherwise
provided herein, the Property is being sold in an Aas is@ condition and Awith
all faults@ as of the Effective Date of this Agreement and as of Closing.
Except as may be expressly set forth in this Agreement, no representations or
warranties have been made or are made and no responsibility has been or is
assumed by Seller or by any partner, officer, person, firm, agent or
representative acting or purporting to act on behalf of Seller as to the
condition or repair of the Property or the value, expense of operation, or
income potential thereof or as to any other fact or condition which has or
might affect the Property or the condition, repair, value expense of operation
or income potential of the Property or any portion thereof.  Except as otherwise provided herein, Seller
makes no representations or warranties, express or implied, as to the


 


13

















 


suitability or
fitness of the Property for Purchaser=s intended use of the Property, The
parties agree that all understandings and agreements heretofore made between
them or their respective agents or representatives are merged in this Agreement
and the Exhibits hereto annexed, which alone fully and completely express their
agreement, and that this Agreement has been entered into after full
investigation, or with the parties satisfied with the opportunity afforded for
investigation, neither party relying upon any statement or representation by
the other unless such statement or representation is specifically embodied in
this Agreement or the Exhibits annexed hereto. Further, to the extent that
Seller has provided to Purchaser information from any inspection, engineering
or environmental reports concerning asbestos or harmful or toxic substances,
Seller makes no representations or warranties with respect to the accuracy or
completeness, methodology of preparation or otherwise concerning the contents
of such reports. Purchaser acknowledges that Seller has requested Purchaser to
inspect fully the Property and investigate all matters relevant thereto and to
rely solely upon the results of Purchaser=s own inspections or other
information obtained or otherwise available to Purchaser, rather than any
information that may have been provided by Seller to Purchaser.


 


(e)           Seller agrees to
cooperate with Purchaser=s accountants (at no cost or expense to Seller)
relative to the performance by said accountants of an audit of Seller=s books
and records relating to the Property. Seller agrees that, from and after the
Closing, it shall, at the request of Purchaser=s auditors, execute a
representation letter addressed to such auditors. Such representation letter
shall be in form of Exhibit “M” attached hereto.


 


ARTICLE VI.


 


DESTRUCTION, DAMAGE OR CONDEMNATION


 


6.1           Destruction
or Damage. In the event that prior to the Closing Date any portion of
the Improvements shall be damaged or destroyed by fire or other casualty,
Seller shall immediately give Purchaser notice of such occurrence. If the amount
of damage caused by such fire or casualty shall (i) exceed $250,000.00 (as
reasonably determined by Purchaser), or (ii) be $250,000.00 or less but as
a result thereof any Anchor Tenant or Shop Lease Tenant may terminate their
Lease or abate their rent or other charges (unless, with respect to such rent
abatement, Seller assigns and Purchaser receives Seller’s rent abatement
insurance proceeds in an amount equal to or greater than the amount of such
abated rent) (a ALease Termination Event@), Purchaser may, within fifteen (15)
days after receipt of such notice, elect to (a) terminate this Agreement,
in which event the Deposit shall be returned promptly to Purchaser, all
obligations of the parties hereunder shall cease and this Agreement shall have
no further force and effect, or (b) close the transaction contemplated
hereby as scheduled (except that if the Closing Date is less than fifteen (15)
days following Purchaser=s receipt of such notice, Closing shall be delayed
until after Purchaser makes such election), and Seller shall assign to
Purchaser at Closing all rights under Seller=s insurance policy, if any, to
collect insurance proceeds for such destruction or damage and loss of rents,
and Purchaser shall receive a credit against the Purchase Price in an amount
equal to any deductible under such policy, if any. Failure to give such


 


14

















 


notice within such
time shall be conclusive evidence that Purchaser has elected the option
contained in subsection (b) of this Section 6.1. In the event
that the amount of damage caused by such fire or casualty is less than
$250,000.00, and no Lease Termination Event has occurred, Purchaser may not
elect to terminate this Agreement and shall close the transaction contemplated
hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights
under Seller=s insurance policy, if any, to collect insurance proceeds for such
destruction or damage and loss of rents, and Purchaser shall receive a credit
against the Purchase Price in an amount equal to any deductible under such
policy.


 


6.2           Condemnation.
If, subsequent to the date hereof and prior to the Closing Date, any proceeding,
which shall relate to the proposed taking of any material portion of the Real
Property or Improvements by condemnation or eminent domain or any action in the
nature thereof is instituted or commenced, Purchaser shall have the right and
option to terminate this Agreement by giving Seller written notice to such
effect within fifteen (15) days after actual receipt of written notification of
any such occurrence. Failure to give such notice within such time shall be
conclusive evidence that Purchaser has waived the option to terminate by reason
of the occurrence of which it has received notice. If any such action is
instituted or commenced, and Purchaser elects or is deemed to elect not to
terminate this Agreement, at Closing, Purchaser shall be assigned all Seller=s
right, if any, to any proceeds therefrom. Seller agrees to furnish Purchaser
with written notification with respect to any such proceedings within two (2) business
days of Seller=s receipt of any such notification or learning of the
institution of such proceedings. Should Purchaser elect to so terminate this
Agreement, the Deposit shall be returned promptly to Purchaser and thereupon
the parties hereto shall be released from any and all further obligations
hereunder. If the Closing Date is less than fifteen (15) days following the
last day on which Purchaser is entitled to elect to terminate this Agreement,
the Closing shall be delayed until after Purchaser makes such election. The
term Amaterial@ for the purposes of this Section 6.2 shall mean any taking
of any portion of the Real Property which results in any termination or other
modification of any Lease or which grants the tenant under any Lease any right
to terminate or modify such Lease.


 


6.3           Casualty
and Rent Loss Insurance. If, under the terms of Section 6.1,
Seller is obligated at Closing, to assign to Purchaser all rights under any
insurance policies to collect insurance proceeds for the repair of any
pre-Closing destruction or damage, Seller shall, at Closing, make Purchaser a
loss payee under such insurance policy in order to effectuate such assignment obligation
of Seller and in addition shall make Purchaser a loss payee for any ALoss of
Rents@ insurance coverage relating to any rental loss arising from said
destruction or damage, but relating solely to the period commencing on the
Closing Date.


 


ARTICLE VII.


 


COVENANTS, REPRESENTATIONS,
WARRANTIES


 


7.1           Covenants
of Seller.


 


15

















 


(a)           Seller, at Seller=s
sole cost and expense, shall until the earlier of the Closing Date or
termination of this Agreement, keep and perform or cause to be performed in all
material respects: (i) all obligations of the landlord under the Leases, (ii) all
obligations of Seller under the Legal Requirements (except to the extent any
such obligations are the obligation of an Anchor Tenant under an Anchor Lease),
and (iii) all obligations under the REA Agreement.


 


(b)           From the Effective Date
to the earlier of the Closing Date or termination of this Agreement, Seller
shall not, without the prior consent of Purchaser, do, suffer or permit or
agree to do any of the following:


 


(i)            Enter
into any transaction in respect to or affecting the Property out of the
ordinary course of business;


 


(ii)           Except as
otherwise provided in Section 11.4 herein, enter into any new Lease or
amend, modify, terminate or accept a surrender of any Lease without the prior
written consent of Purchaser, which shall not be unreasonably withheld unless
such lease mandates, by its terms that Seller’s consent is either not required
or is deemed given upon the occurrence of events specified in such lease. In
the event Purchaser does not respond in writing within ten (10) days after
receipt of a written request for such approval, such request shall be deemed
approved;


 


(iii)          Consent
to any assignment of any Lease or any subletting of the Property unless such
Lease automatically requires Seller’s consent of such assignment or sublease or
does not require Seller’s consent;


 


(iv)          Sell,
encumber, or grant any interest in the Property in any form or manner
whatsoever, or otherwise perform or permit any act which will diminish or
otherwise affect Purchaser=s interest under this Agreement or in the Property,
or which will prevent Seller=s full performance of its obligations hereunder;


 


(v)           Enter into
any new Service Contract or modify any existing Service Contract which does not
contain a 30-day cancellation/termination right without the prior written
consent of Purchaser, which shall not be unreasonably withheld;


 


(vi)          Enter into
any new REA Agreement or modify any existing REA Agreement without the prior
written consent of Purchaser, which shall not be unreasonably withheld.


 


16

















 


(c)           Seller shall notify
Purchaser promptly if Seller becomes aware of any transactions or occurrence
prior to the Closing Date which would make any of the representations or
warranties of Seller contained in Section 7.2 hereof not true in any
material respect.


 


(d)           In addition, Seller
agrees that it shall comply with all of the obligations of Seller, as borrower,
under the Existing Loan Documents.


 


7.2           Representations and Warranties of Seller.  To
induce Purchaser to execute, deliver and perform this Agreement, Seller hereby
represents and warrants to Purchaser on and as of the date hereof and on and as
of the Closing Date as follows:


 


(a)           Seller will, at
Closing, be the fee owner of the Land and Improvements.


 


(b)           All information shown
on the Rent Roll now and at Closing shall be true and correct in all material
respects. True and correct copies of all of the Leases including the Anchor Leases
have been, or shall hereafter be, delivered to Purchaser. The interest of
Seller in the Leases shall at Closing be free and clear of all liens and
encumbrances and shall not have been assigned to any other person except for
the Existing Financing. Neither the Seller, nor the tenants under any Lease,
are in default of their respective obligations under the Leases other than King
Dollar – Space 5475 (failure to pay rent) and Brazilian Market – space 5385
(failure to pay construction bills). Seller is the landlord under the Anchor
Leases and each of the Shop Leases. 
There are no written modifications with respect to the Anchor Leases
except as listed on Exhibit “F” attached hereto; and no rent has been paid
more than thirty (30) days in advance respecting a period subsequent to the Closing
Date. The tenants under the Leases have not asserted any claims, defenses, or
offsets to rent accruing from and after the Closing Date.  Prior to Closing, Seller will have performed
all obligations of Seller to be performed under the Leases prior to each tenant=s
occupancy. To the best of Seller=s knowledge, there are no material defaults or
breaches on the part of Seller as landlord under any Lease.


 


(c)           Except for tenants
under the Leases, there are no persons in possession or occupancy of the Real
Property or Improvements or any part hereof, nor are there any persons who have
possessory rights in respect to the Property or Improvements or any part
thereof. There are no rights of first refusal to purchase or options to purchase
the Property in favor of any third party.


 


(d)           There are no causes of
action or other litigation pending (or, to the best of Seller=s knowledge
threatened) in respect to the ownership of the Property or any part thereof or
the ownership, enforcement or validity of the Leases.


 


(e)           There are no existing
condemnation proceedings of any part of the Real Property, and Seller has not
received written notice from a condemning authority of its intent to condemn any
portion of the Real Property.


 


17

















 


(f)            Seller has not
received written notice from any Governmental Authority that: the Property is
in violation of any Legal Requirements which have not previously been
corrected; or, any special assessment lien has been, or will be, filed of
record.


 


(g)           To the best of Seller’s
knowledge, the Real Property is in compliance with all Legal Requirements
(including, without limitation, Legal Requirements governing the use, storage, generation
or transporting of Hazardous Substances).


 


(h)           The financial
statements provided by Seller to Purchaser, if any, are each true, accurate and
complete in all material respects.


 


(i)            There are no service
contracts or other agreements (other than the Service Contracts and the Leases
which may be entered into by Seller pursuant to the provisions of this
Agreement) which are or will be the obligation of Purchaser after Closing
including, without limitation, property management agreements, leasing or
brokerage agreements, maintenance contracts, construction contracts, architects
agreements and landscaping agreements other than the agreements set forth on Exhibit D-4
attached hereto.


 


(j)            Seller has no
employees who by reason of any governmental regulations, employment contract or
other reason, would become employees of Purchaser as a result of its purchase
of the Property.


 


(k)           Seller has the full
capacity, right, power and authority to execute and deliver this Agreement.


 


(1)           The Land is a lawfully
created separate subdivided tract.


 


(m)          The Leases described on Exhibit H
attached hereto and noted as signed are fully executed and in full force and
effect and the Leases described as vacant are currently under negotiation and
are being negotiated by Seller in good faith except for space 5411, which is
being marketed by Seller.


 


(n)           That there are no
withholding requirements on the Purchase Price imposed by Florida law.


 


7.3           Representations
and Warranties of Purchaser. To induce Seller to execute, deliver and
perform this Agreement, Purchaser hereby represents and warrants to Seller on
and as of the date hereof and on and as of the Closing Date as follows:


 


(a)           All representations and
warranties of Purchaser appearing in other Sections of 


 


18

















 


this Agreement are true
and correct.


 


(b)           Purchaser has full
capacity, right, power and authority to execute and deliver this Agreement. At
Closing, Purchaser=s designee, if any, will have full capacity, right, power,
and authority to perform this Agreement and all documents to be executed by
Purchaser pursuant hereto. This Agreement and all documents to be executed
pursuant hereto by Purchaser are and shall be binding upon Purchaser in
accordance with their respective terms.


 


7.4           Deliveries.
Seller shall, as soon as practicable after the Effective Date of this
Agreement, deliver to Purchaser the following (which, along with the Title
Commitment are referred to herein as APre-Closing Deliveries@) items:


 


(a)           copy of Seller=s
existing boundary survey of the Real Property.


 


(b)           copy of the Rent Roll,
the Leases and any and all Service Contracts.


 


(c)           copies of the most
recent tax bills for the Property, copies of any notice of assessments received
by Seller, and any other information relative to taxes assessed against the
Property.


 


(d)           copies of any
architectural drawings, plans and specs or any similar document in Seller=s
possession relating to construction of the Shopping Center by Seller.


 


(e)           copies of all existing
guarantees and Warranties relating to the Real Property, the Improvements and
the Personal Property.


 


(f)            an appraisal of the
Property addressed to Purchaser prepared by Tropical Realty Appraisal Services,
Inc. and dated no earlier than thirty (30) days prior to the Effective Date.


 


(g)           a Phase I environmental
report prepared by URS Corporation pertaining to the Property addressed to
Purchaser and dated no earlier than thirty (30) days prior to the Effective
Date.


 


(h)           all of the items set
forth as Purchaser=s Initial Due Diligence list, a copy of which is attached
hereto as Exhibit K.


 


In the event that Seller shall have, prior to the date hereof,
delivered to Purchaser any of the Pre-Closing Deliveries, then, as to such Pre-Closing
Delivery, the SeIler=s obligation hereunder shall be deemed to be satisfied. In
lieu of Seller delivering the items set forth at subparagraphs (f) and (g) of
this Section 7.4, Seller may direct Purchaser to obtain them directly and
Seller shall reimburse Purchaser Ten Thousand and 00/100 Dollars ($ 10,000.00)
and Three Thousand Five Hundred and 00/100 Dollars ($3,500.00), respectively,
therefor at Closing or upon


 


19

















 


the date of termination
if this Agreement is terminated earlier pursuant to its terms.


 


7.5           Intentionally
Deleted.


 


7.6           Indemnity.


 


(a)           Seller agrees to
indemnify, protect, defend and save and hold Purchaser, its directors,
officers, employees, partners, members, lenders and agents harmless from and
against all claims, actions, losses, damages, costs and expenses, including,
but not limited to, reasonable attorney=s fees and court costs and liabilities
(except those caused solely by the willful misconduct or negligent acts or
omissions of Purchaser or its directors, officers, employees, partners, lenders
and  agents), arising out of the
construction, ownership and/or operation of the Property prior to the Closing
Date, whether arising in contract, tort, or related to the actual or alleged
injury to, or death of, any person or loss of or damage to property in or upon
the Property; and


 


(b)           Purchaser agrees to
indemnify, protect, defend and save and hold Seller, its directors, officers,
employees, partners, members, lenders and agents harmless from and against all claims,
actions, losses, damages, costs and expenses, including, but not limited to,
reasonable attorney=s fees and court costs and liabilities (except: (i) those
caused solely by the willful misconduct or negligent acts or omissions of
Seller or its directors, officers, employees, partners, members, lenders and agents,
and (ii) those matters arising under any construction work being performed
by Seller hereunder), arising out of the ownership and operation of the
Property by Purchaser from and after the Closing Date, whether arising in
contract, tort, or related to the actual or alleged injury to, or death of, any
person or loss, of or damage to property in or upon the Property.


 


ARTICLE VIII.


 


DEFAULT,
CONDITIONS PRECEDENT AND TERMINATION


 


8.1           Conditions to
Purchaser=s Obligations and Default by Seller.


 


(a)           The obligation of
Purchaser to close the acquisition of the Property is, at Purchaser=s option,
further subject to the following conditions precedent:


 


(i)            All
representations and warranties of Seller contained in this Agreement relating
to the Property are true and correct in every material respect as of the
Effective Date and as of the Closing Date;


 


(ii)           All
material covenants and obligations of Seller under this Agreement relating to
the Property have been timely and duly performed; and


 


(iii)          There
shall be no Amaterial adverse change@ with respect to the


 


20

















 


financial condition of the tenants under the Leases; Amaterial
adverse change@, for the purpose of this Section 8.1 is defined as the
occurrence of any one of the following events: (i) the filing of a voluntary or
involuntary bankruptcy by or against any Anchor Tenant in any federal
bankruptcy court or the filing by or against any Anchor Tenant of any
insolvency proceedings in any state court; (ii) any public announcement by an
Anchor Tenant that it is closing one hundred (100) or more of its stores;
and/or (iii) if, in any one of the four fiscal quarters reported after the
expiration of the Inspection Period, but before the Closing Date, either
Marshall’s or Walgreens reports a total net loss of Fifty Million and 00/100
Dollars ($ 50,000,000.00) or more.


 


(iv)          Between the
date hereof and the Closing, no environmental spill or contamination shall have
occurred which would have a material adverse effect on the Property. Purchaser
shall have the right to update any environmental reports it has received in
order to confirm that no such environmental spill or contamination has
occurred.


 


(v)           On or
before the Closing Date: (i) the Occupancy Condition shall have been satisfied
with respect to not less than 96% of the gross base/minimum fixed rental income
in the Improvements which gross base/minimum fixed rental income is presently
projected to be One Million Nine Hundred Ninety Eight Thousand Forty Three and
Three Cents Dollars ($1,998,043.03) annually as set forth on Exhibit H-1
attached hereto; (ii) the Occupancy Condition shall have been satisfied with
respect to all Anchor Tenant Premises; and (iii) there shall be no material
default under any of the Anchor Leases or Shop Leases. For purposes hereof, a “material
default” shall include, but not be limited to, a delinquency in the payment of
any amount due thereunder for a period in excess of fifteen (15) days from the
due date thereof.


 


(vi)          Existing
Lender shall have approved the assumption of the Existing Financing upon terms,
and with such amendments to the Existing Loan Documents, as are requested and
acceptable to Purchaser in its sole and absolute discretion.


 


If the condition precedents to Purchaser=s obligation to close as
described in this Section 8.1(a) have not occurred on or before September 1,
2005 (AOutside Date@), Purchaser shall have only the following options
to be exercised by written notice to Seller within ten (10) days following
the Outside Date: (i) to terminate this Agreement, obtain a return of the
Deposit and thereafter this


 


21

















 


Agreement shall be
null and void, (ii) to waive such conditions and close this Agreement
without diminution of the Purchase Price, or (iii) extend the Outside Date
in three (3) month increments up to twelve (12) months overall.
Notwithstanding the foregoing, if the failure of any such conditions is as a
result of a default of Seller, Purchaser shall have those remedies set forth in
Section 8. l(b) below.


 


(b)           If Seller shall be in
default of any of its obligations under this Agreement and if Purchaser has
notified Seller of the same and Seller has failed to cure such default within
five (5) days of receipt of such notice, Purchaser shall have only the
following options as its sole and exclusive remedy for said default to be
exercised by written notice to Seller: (A) to waive the default and
proceed with Closing, (B) to terminate this Agreement and obtain a return
of the Deposit, whereupon this Agreement shall become null and void and of no
further force or effect, or (C) to seek specific performance of this
Agreement. If this Agreement is terminated pursuant to this Section 8.1(b),
the Deposit shall promptly be returned to Purchaser, All other funds and
documents theretofor delivered hereunder or deposited in escrow by either party
shall be promptly returned to such party in the event Purchaser elects to
terminate the Agreement. Notwithstanding anything to the contrary contained
herein, in the event that Seller willfully violates any of the provisions of Section 7.1
hereof, then, in the event that Purchaser elects to terminate this Agreement as
provided in this Section 8.1(c), Purchaser shall, in addition to the
return of the Deposit, be entitled to bring an action against Seller for actual
damages incurred by Purchaser as a result of Seller=s default.


 


8.2           Conditions to Seller=s
Obligations and Default by Purchaser. The obligation of Seller to close
the transaction contemplated hereby is, at Seller=s option, conditioned upon
Purchaser=s representations and warranties contained in this Agreement being
true and correct in every material respect at and as of the Closing Date, and
upon fulfillment by Purchaser of all obligations of Purchaser which were to
have been performed on or before the Closing Date having been timely and duly
performed. In the event that Purchaser shall have failed to perform in any
respect any of the covenants, agreements and indemnities contained herein to be
performed by Purchaser within the time for performance as specified herein
(including Purchaser=s obligation to close), and provided Seller has notified
Purchaser of the same and Purchaser has failed to cure such condition or
circumstance or non-performance within five (5) days of receipt of such
notice, Seller=s sole remedy on account thereof shall be to terminate this
Agreement by delivering written notice of its election to so terminate to
Purchaser, in which event the Deposit shall be paid to Seller as liquidated
damages, it being understood that Seller=s actual damages in the event of such
default are difficult to ascertain and that such proceeds represent the parties=
best current estimate of such damage and thereupon neither party shall have any
further obligation to the other under this Agreement except for those
obligations which expressly survive termination hereunder.


 


ARTICLE IX.



 


NOTICES


 


9.1           Notices. Any
notice, request, demand, instrument or other document to be given or


 


22

















 


served hereunder
shall be in writing and shall be delivered personally or sent by registered or
certified mail, return receipt requested, postage prepaid, or by overnight
express courier, or by facsimile transmission and addressed to the parties at
their respective addresses set forth below, and the same shall be effective
upon receipt if delivered personally or upon deposit in the mails, if mailed,
or upon deposit with an overnight express courier or when sent by facsimile
transmission. A party may change its address or facsimile transmission number
for receipt of notices by service of a notice of such change in accordance
herewith.


 


	
   

  	
  If to Seller:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lake wood Associates,
  Ltd. 

  
	
   

  	
   

  	
  703 Waterford Way 

  
	
   

  	
   

  	
  Suite 800 

  
	
   

  	
   

  	
  Miami, Florida
  33126-4677

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: W. Douglas
  Pitts 

  
	
   

  	
   

  	
  Phone: 305-261-4330 

  
	
   

  	
   

  	
  Facsimile: 305-261-4338

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  with copies to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Victor L. Stosik,
  General Counsel

  Courtelis Company 

  
	
   

  	
   

  	
  703 Waterford Way,
  Suite 800 

  
	
   

  	
   

  	
  Miami, Florida 33126 

  
	
   

  	
   

  	
  Phone: (305) 261-4330 

  
	
   

  	
   

  	
  Facsimile: (305)
  261-4338

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Purchaser:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Inland Real Estate
  Acquisitions Inc.

  
	
   

  	
   

  	
  1955 Lake Park Avenue

  
	
   

  	
   

  	
  Suite 300

  
	
   

  	
   

  	
  Smyrna, Georgia  30080

  
	
   

  	
   

  	
  Attention: Jason A.
  Lazarus

  
	
   

  	
   

  	
  Phone:(678) 996-2131

  
	
   

  	
   

  	
  Facsimile Number: (678)
  996-2140

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Inland Real Estate
  Group, Inc. 

  
	
   

  	
   

  	
  2901 Butterfield Road 

  
	
   

  	
   

  	
  Oak Brook, Illinois
  60523 

  
	
   

  	
   

  	
  Attention: Dennis K.
  Holland, Esq.

  



 


23

















 


	
   

  	
   

  	
  Phone: (630) 218-8000 x
  2861 

  
	
   

  	
   

  	
  Facsimile Number: (630)
  218-4900

  



 


24

















 


ARTICLE X.


 


ADDITIONAL COVENANTS


 


10.1         Entire
Agreement; Amendments and Waivers. This Agreement contains the
entire agreement and understanding of the parties with respect to the subject
matter hereof, and the same may not be amended, modified or discharged nor may
any of its terms be waived except by an instrument in writing signed by the
party to be bound thereby.


 


10.2         Further
Assurances. The parties each agree to do, execute, acknowledge
and deliver all such further acts, instruments and assurances and to take all
such further action before or after the Closing as shall be necessary or
desirable to fully carry out this Agreement and to fully consummate and effect
the transaction contemplated hereby.


 


10.3         Survival
and Benefit. Only those agreements, covenants, indemnifications,
and obligations of the parties hereunder set forth in Sections 4.3, 5.1, 7.5
and 7.6 shall survive Closing for a period of one year unless said Section provides
for a longer period. Moreover, the representations and warranties of Seller set
forth in Section 7.2, and the representations and warranties of Purchaser
set forth in Section 7.3, shall survive the Closing for a period of twelve
(12) months and inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Notwithstanding the foregoing, in the
event any party provides written notice to the other party within such twelve
(12) month period that any representation, warranty or certification made by such
other party is inaccurate or false, then the survival period for such
representation, warranty or certification shall be extended until such time as
the parties have agreed in writing to resolve the dispute regarding the
representation, warranty or certification or there has been a final
adjudication of the dispute by a court of competent jurisdiction.


 


10.4         Assignment;
No Third Party Beneficiary. This Agreement may not be assigned
by Purchaser. Notwithstanding the foregoing, Purchaser shall be permitted,
without Seller=s consent, to assign its rights, privileges, duties and
obligations under this Agreement to an entity which is owned, directly or
indirectly, in whole or in part by Purchaser or Inland Western Retail Real
Estate Trust, Inc., a Maryland corporation, so long as same does not delay the
Closing. Promptly following, and as a condition to, any assignment by Purchaser
permitted under this subsection 10.4, Purchaser shall deliver to Seller an
assumption by the assignee of all of Purchaser=s duties and obligations under
this Agreement. Such assignment by Purchaser will not absolve or release
Purchaser from liability under this Agreement whether prior to or subsequent to
Closing. This Agreement is for the sole and exclusive benefit of the parties
hereto and the designee of Purchaser and no third party is intended to or shall
have any rights hereunder.


 


10.5           Brokerage.
Purchaser and Seller represent and warrant to each other that neither has dealt
with any broker in connection with this transaction except for Courtelis
Company and Thomas H. Brymer II, P.A. It shall be the obligation of Seller to
pay any commission due Courtelis Company


 


25

















 


and Thomas H.
Brymer II, P.A. or a result of the transaction pursuant to a separate agreement
between Seller and Courtelis Company and Thomas H. Brymer II, P.A. Purchaser
and Seller agree to hold the other harmless from and against any claims of any
person claiming a right to a commission in connection with this transaction by
virtue of dealing with the indemnifying party.


 


10.6         Interpretation.


 


(a)           The headings and
captions herein are inserted for convenient reference only and the same shall
not limit or construe the paragraphs or Sections to which they apply or
otherwise affect the interpretation hereof.


 


(b)           The terms Ahereby@, Ahereof@,
Ahereto@, Aherein@, Ahereunder@ and any similar terms shall refer to this
Agreement, and the term hereafter shall mean after and the term Aheretofore@
shall mean before, the date of this Agreement.


 


(c)           Words of the masculine,
feminine or neuter gender shall mean and include the correlative words of other
genders and words importing the singular number shall mean and include the
plural number and vice versa.


 


(d)           Words importing persons
shall include firms, associations, partnerships (including limited
partnerships), trusts, corporations and other legal entities, including public
bodies, as well as natural persons.


 


(e)           The terms Ainclude@, Aincluding@
and similar terms shall be construed as if followed by the phrase Awithout
being limited to.@


 


(f)            Whenever under the
terms of this Agreement the time for performance of a covenant or condition or
the last day to give notice falls upon a Saturday, Sunday or holiday (whether in
the United States or Canada), such time for performance shall be extended to
the next business day. Otherwise all references herein to Aday@ shall mean
calendar days.


 


(g)           This Agreement shall be
governed by and construed in accordance with the laws of the state in which the
Property is located.


 


(h)           The Seller and the
Buyer mutually agree that they waive all rights to a trial by jury in the event
of any dispute or court action arising from, growing out of, or related to this
Agreement. The parties acknowledge that this waiver is a significant
consideration to, and a material inducement, for both parties to enter into
this Agreement.


 


(i)            In any action to
enforce any of the terms of this Agreement, the prevailing party shall be
entitled to recover its expenses, including reasonable attorneys fees and costs
of litigation, including those in any appellate proceedings.


 


26

















 


(j)            Time is of the essence
of this Agreement.


 


(k)           This Agreement and any
document or instrument executed pursuant hereto may be executed in any number
of counterparts each of which shall be deemed an original, but all of which
together shall constitute the same instrument.


 


(l)            Any waiver by either party
of any provision of this Agreement or any exhibit attached hereto must be in
writing and shall constitute a waiver of that provision, on that occasion only,
and shall not operate or be construed as a waiver of any other provision or
subsequent breach thereof.


 


10.7         Effective
Date. Wherever herein contained the expression AEffective Date@
or Adate hereof@ is used, it shall be deemed to mean the last date that both
Seller and Purchaser have executed a copy of this Agreement.


 


ARTICLE XI.


 


MASTER LEASING; ESCROW DEPOSIT


 


11.1         Leasing
Deposit. In the event that, at Closing hereunder, there are any
Vacant Spaces at the Property, then, at Closing, Seller shall deposit with
Escrowee an amount (the ALeasing Deposit@) equal to one hundred percent
(100%) of the sum of the following products for all of the Vacant Spaces, as to
each Vacant Space, (a) the sum of (i) the per square foot annual base
rent set forth on the Project Pro Forma for such Vacant Space or in the lease
for an unoccupied, but leased, Vacant Space or occupied leased Vacant Space
lease with respect to which a tenant is delinquent more than thirty (30) days
(a “Delinquent Vacant Space”) plus (ii) $4.85 per square foot, multiplied
by (iii) the amount of the square footage of such Vacant Space, multiplied
by (b) 1.5. The Leasing Deposit shall be held in escrow by Escrowee,
subject to the terms and conditions of this Agreement, and shall be disbursed
as hereinafter provided.


 


11.2         Disbursements
of the Leasing Deposit. The Leasing Deposit shall be held in
escrow by Escrowee, subject to the terms and conditions of this Agreement, and
shall be disbursed as hereinafter provided. Commencing on the date of Closing,
and continuing on the first (1st) day of each calendar month
thereafter until the nineteenth (19th) month after the Closing Date, Purchaser shall
be entitled to receive, from the Leasing Deposit, an amount equal to
one-eighteenth (1/18th) of the initial balance in the Leasing
Deposit, which monthly payment shall continue until the earlier of (i) the
date the Leasing Deposit has been disbursed in full or (ii) with respect
to any portion of the Vacant Space, the date that such portion has been leased
to a third party tenant and such tenant has satisfied the Occupancy Condition
(the ALease-Up Event@). At such time as the Lease-Up Event has occurred
and Purchaser has received all requisite payments then-due hereunder for such
Vacant Space, the balance of the Leasing Deposit, if any, for that Vacant
Space, shall be released to Seller. Purchaser shall notify Escrowee within two (2) days
following the Lease-Up Event. On the first (1st)


 


27

















 


day of the first
(1st) month following the satisfaction of the Occupancy Condition by
any tenant leasing any Vacant Space at the Property, Seller shall be entitled
to receive from the Leasing Deposit the remaining amount still being held in
escrow for that particular Vacant Space and the monthly payment from the
Leasing Deposit that Purchaser is entitled to receive pursuant to this
paragraph shall be reduced by an amount equal to such amount paid to Seller.
Notwithstanding the foregoing, to the extent that any portion of the Leasing
Deposit pertains to a Delinquent Vacant Space, (x) disbursements shall be made
to Purchaser in any month in which the tenant thereunder is more than ten (10) days
delinquent in the payment of rent or other changes and (y) a Lease-Up Event
shall be deemed to have occurred when such tenant has been current (i.e.
payment received within 15 days of its due date) in the payment of monthly rent
and other charges for a period of three (3) consecutive months. To the
extent that any funds drawn from the Leasing Deposit with respect to a
Delinquent Vacant Space are subsequently received from such tenant prior to the
earlier of an applicable Lease-Up Event or eighteen (18) months after Closing,
Purchaser shall deposit such funds with Escrowee to be added to the Leasing
Deposit. If, at the end of said 18-month period, any sums (including any
accrued interest) remain in the Leasing Deposit, same shall be disbursed by the
Escrow Agent to Seller.


 


11.3         TI Escrow.
In the event that, at Closing hereunder, there are any Vacant Spaces at the
Property (which Vacant Space must be in “vanilla shell” condition), Seller
shall be liable for tenant improvement costs for the Vacant Spaces in the
amount of $15.00 per square foot of Vacant Space leased at the Property or the
amount therefor set forth in an unoccupied Vacant Space lease, and at Closing,
and in addition to the Leasing Deposit, Seller shall (except with respect to
Delinquent Vacant Space) deposit with Escrowee (a) an amount (ATI
Escrow@) equal to the product of the following: (i) $15.00 per square
foot; multiplied by (ii) the sum of the number of square feet of
Vacant Spaces at the Property to be applied to tenant improvement costs for the
Vacant Spaces at the Property or the amount set forth in the unoccupied Vacant
Space; and (b) an amount (ALeasing Commission Deposit@) equal to
the product of the following: (i) $4.00 per square foot; multiplied
by (ii) the sum of the number of square feet of Vacant Spaces at the
Property to be applied to leasing commissions incurred in connection with
leases made for the Vacant Spaces at the Property, or the amount of any
commission owed pursuant to a commission agreement for a leased, but
unoccupied, Vacant Space. The parties acknowledge that, in the event that a
Lease is entered into for any Vacant Space at the Property prior to the
Closing, then the leasing commissions and tenant improvement costs payable with
respect to such Lease shall be disbursed from the TI Escrow and Leasing
Commission Deposit to the party entitled to receive payment of the same;
provided however, (x) disbursements from the TI Escrow shall be limited to the
rate of $15.00 per square foot in any one Vacant Space, with Seller
simultaneously disbursing any excess over $15.00 per square foot in such Vacant
Space; and (y) disbursements from the Leasing Commission Deposit shall be
limited to the rate of $4.00 per square foot in any one Vacant Space, with
Seller simultaneously disbursing any excess over $4.00 per square foot in such
Vacant Space. On the date which is nineteen (19) months from the Closing Date,
any sums remaining in the TI Escrow or Leasing Commission Deposit shall be
remitted to (i) Seller, if the Occupancy Condition has been fully
satisfied with respect to all Vacant Spaces, or (ii) Purchaser, if the
Occupancy Condition has not been fully satisfied with respect to all Vacant
Spaces.


 


28

















 


11.4         Shop
Leases.


 


(a)           After the Effective
Date, Seller shall not execute any Shop Lease without Purchaser=s prior written
approval, however, Purchaser approves the tenants and terms outlined on Exhibit
“J” attached hereto, but reserves the right to review and approve such written
leases prior to execution by Seller which approval shall not be unreasonable.
Seller agrees that it shall pay the cost of any leasing commissions and/or
tenant improvements which are the obligation of the landlord under any of such
new Leases.  In the event that any
brokerage commissions and/or tenant improvement costs have not been paid at the
time of Closing hereunder, then an amount equal to such unpaid brokerage
commissions and tenant improvement costs shall be deposited in the TI Escrow
and shall be disbursed as provided in Section 11.3 hereof.


 


(b)           Following the Closing
Date and during the period that the Leasing Deposit and TI Escrow are being
held by Escrowee, Purchaser agrees, within ten (10) business days of
receipt of any Shop Lease complying with the leasing guidelines agreed to by
Seller and Purchaser at the Closing Date, to execute such Shop Lease.


 


ARTICLE XII. 


 


LAKEWOOD PHASE 2


 


12.1        Lakewood
Shopping Center. Pursuant to this Agreement, Purchaser is contracting
to purchase Phase I of Lakewood Shopping Center. Contemporaneously herewith the
parties are entering into another contract relative to the purchase and sale of
Phase II of Lakewood Shopping Center. The closing on the purchase and sale of
said Phase II is scheduled to occur after the closing on the purchase and sale
of said Phase I. In the event that the purchase and sale of Phase II is not
closed, then the parties agree that they will honor any exclusive use granted
by the other party to a tenant or occupant in its Phase of Lakewood Shopping
Center so long as the party granting such exclusive use notifies the other
party, in writing, of such exclusive use within Five (5) business days
after granting such exclusive use. The provisions of this Section shall
survive the Closing.


 


29

















 


WHEREFORE, this Agreement has been executed and delivered by Seller and
Purchaser on the respective dates set forth beneath each of their signatures
and is intended to be effective as of the latest such date.


 


 


	
  SELLER:

  
	
   

  
	
  LAKEWOOD ASSOCIATES, LTD. 

  	
   

  
	
  a Florida limited partnership

  	
   

  	
   

  
	
  By:

  	
  Newcaster Devcorp, Inc.

  	
   

  	
   

  
	
   

  	
  a Florida corporation

  	
   

  	
   

  
	
   

  	
  its general partner

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ W. Douglas Pitts

  	
   

  
	
   

  	
       W.
  Douglas Pitts

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
  Dated:  

  	
  June 15

  	
  , 2005

  
	
   

  
	
   

  
	
  PURCHASER:

  
	
   

  	
   

  
	
  INLAND REAL ESTATE
  ACQUISITIONS, INC.,

  
	
  an Illinois corporation

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Jason A. Lazarus

  	
   

  
	
  Name:

  	
   

  	
       Jason
  A. Lazarus

  	
   

  
	
  Title:

  	
   

  	
  Vice President

  	
   

  
	
  Dated:

  	
   

  	
  June 16, 2005

  	
   

  
												



 


30

















 


SCHEDULE “A”


 


1.             Promissory
Note in the amount of $12,100,000.00 executed by Lakewood Associates, Ltd.,
dated March 2, 2004.


 


2.             Mortgage
and Security Agreement executed by Lakewood Associates, Ltd., dated March 2,
2004, and recorded March 4, 2004, under Clerk’s File No. 103783391,
in Official Records Book 37010, at Page 340, Broward County Public
Records.


 


3.             Assignment
of Leases, Rents and Profits executed by Lakewood Associates, Ltd., dated March 2,
2004, and recorded March 4, 2004, under Clerk’s File No. 103783392,
in Official Records Book 37010, at Page 379, Broward County Public
Records.


 


4.             UCC-1
Financing Statement executed by Lakewood Associates, Ltd., recorded March 4,
2004, under Clerk’s File No. 103783393, in Official Records Book 37010, at
Page 391, Broward County Public Records.


 


5.             UCC-1
Financing Statement executed by Lakewood Associates, Ltd., and filed with the Florida
Secured Transaction Registry on March 9, 2004, under File No. 200406341344.


 

















 


EXHIBIT  “A”


 


LEGAL
DESCRIPTION: 


 


PARCEL
NO. 1


 


Portion of “MARGATE
REALTY NO. 1”, according to the plat thereof, as recorded in
Plat Book 42, at Page 42, TOGETHER WITH: portion of Tract “A”, “LAKEWOOD COMMERCIAL”,
according to the plat thereof, as recorded in Plat Book 120, at Page 27,
both of the Public Records of Broward County, Florida, all being more
particularly described as follows:


 


Commence at the
centerline intersection of LAKEWOOD CIRCLE with WEST ATLANTIC BOULEVARD,
both as shown on said plat of “LAKEWOOD COMMERCIAL”, (said Point of
Commencement being on a curve and bearing North 05 degrees 34 minutes 35
seconds East, from the radius point of the next described curve); thence
Northwesterly, along a circular curve to the left, having a radius of 5729.58
feet and a central angle of 00 degrees 20 minutes 10 seconds, for an arc
distance of 33.61 feet (last mentioned course being coincident with portion of
the centerline of said WEST ATLANTIC BOULEVARD); thence North 05 degrees 14
minutes 25 seconds East, radial to the last described curve, for 65.00 feet to
the Point of Beginning of the following described parcel of land; thence North
05 degrees 34 minutes 35 seconds East, for 94.77 feet, to a Point of Curvature;
thence Northeasterly and Northerly, along a circular curve to the left, having
a radius of 1041.00 feet and a central angle of 04 degrees 07 minutes 30
seconds, for an arc distance of 74.95 feet to a Point of Tangency; thence North
01 degrees 27 minutes 05 seconds East, for 11.96 feet; thence North 88 degrees
32 minutes 55 seconds West, at right angles to the last and next mentioned
courses, for 179.81 feet; thence South 01 degrees 27 minutes 05 seconds West,
for 177.61 feet to a Point on a Curve, said point bears North 03 degrees 33
minutes 21 seconds East from the radius point of the next described curve;
thence Northwesterly, along a circular curve to the left, having a radius of
5789.58 feet and a central angle of 01 degrees 12 minutes 25 seconds, for an
arc distance of 121.96 feet to a Point on said Curve; thence North 80 degrees
39 minutes 37 seconds West, for 39.97 feet to a Point on a Curve, said point
bears North 01 degrees 57 minutes 24 seconds East, from the radius point of the
next described curve; thence Northwesterly, along a circular curve to the left,
having a radius of 5794.58 feet and a central angle of 00 degrees 42 minutes 22
seconds, for an arc distance of 71.41 feet to a Point of Tangency; thence North
88 degrees 44 minutes 58 seconds West, for 163.60 feet; thence South 46 degrees
15 minutes 02 seconds West, for 7.07 feet; thence North 88 degrees 44 minutes
58 seconds West, for 187.54 feet to a Point of Intersection with the West
line of Section 31, Township 48 South, Range 42 East; thence continue
North 88 degrees 44 minutes 58 seconds West, along the last mentioned course,
for 2.05 feet; (last mentioned seven courses being coincident with the
Northerly Right-of-Way line of said WEST ATLANTIC BOULEVARD); thence South 01
degrees 27 minutes 05 seconds West, for 7.00 feet; thence North 88 degrees 44
minutes 58 seconds West, along a line parallel with and 53.00 feet North of, as
measured at right angles to, the South line of the South 1/2 of the Northeast
1/4 of Section 36, Township 48 South, Range 41 East, also being the
Northerly Right-of-Way line of said WEST ATLANTIC BOULEVARD, for 177.20 feet;
thence North 01 degrees 11 minutes 38 seconds East for 50.33 feet to a point on
a non-tangent curve having a chord bearing of North 07 degrees 12 minutes 24
seconds West; thence Northerly along a circular curve to the left having a
radius


 

















 


of 200.00 feet and a
central angle of 16 degrees 54 minutes 35 seconds for an arc distance of 59.03
feet to a Point of Reverse Curvature; thence Northerly along a circular curve
to the right having a radius of 200.00 feet and a central angle of 16 degrees
54 minutes 35 seconds for an arc distance of 59.03 feet to a Point of Tangency;
thence North 01 degrees 14 minutes 53 seconds East for 261.11 feet to a point
on a non-tangent curve having a chord bearing of North 66 degrees 37 minutes 12
seconds West; thence Northwesterly along a circular curve to the right having a
radius of 500.00 feet and a central angle of 7 degrees 35 minutes 45 seconds
for an arc distance of 66.29 feet; thence North 1 degree 46 minutes 27 seconds
East for 83.46 feet; thence South 88 degrees 32 minutes 55 seconds East, for
12.00 feet; thence North 01 degrees 27 minutes 05 seconds East, at right angles
to the last mentioned course, for 70.12 feet to the Southwest corner of Parcel “A”,
“LEMON TREE LAKE” according to the Plat thereof as recorded in Plat Book 82 at Page 16
of the Public Records of Broward County, Florida; thence South 88 degrees 32
minutes 55 seconds East for 400.00 feet; thence North 72 degrees 49 minutes 27
seconds East, for 77.65 feet to a Point on a curve, said point bears South 40
degrees 03 minutes 00 seconds West, from the radius point of the next described
curve, (last mentioned two courses being coincident with the common Boundary
lines of said plats of “LEMON TREE LAKE” and “LAKEWOOD COMMERCIAL”); thence
Southeasterly, Easterly and Northeasterly, along a circular curve to the left,
having a radius of 320.00 feet and a central angle of 4l degrees 52 minutes 05
seconds, for an arc distance of 233.84 feet to a Point of Tangency: thence
North 88 degrees 10 minutes 55 seconds East, for 233.64 feet to a Point of
Curvature; thence Northeasterly, along a circular curve to the left, having a
radius of 530.00 feet and a central angle of 10 degrees 10 minutes 49 seconds,
for an arc distance of 94.17 feet, to a Point of Tangency; thence North 78
degrees 00 minutes 06 seconds East, for 144.62 feet (last mentioned four
courses being coincident with the Southerly Right-of-Way line of LAKESIDE
DRIVE, as shown on said plat of “LAKEWOOD COMMERCIAL”); thence South 01 degrees
27 minutes 05 seconds West, for 269.14 feet; thence North 88 degrees 32 minutes
55 seconds West, at right angles to the last and next mentioned courses, for
71.00 feet; thence South 01 degrees 27 minutes 05 seconds West, for 357.63 feet
to a Point on a Curve, said point bears North 06 degrees 02 minutes 37 seconds
East, from the radius point of the next described curve; thence Northwesterly
along a circular curve to the left, having a radius of 5794.58 feet and a central
angle of 00 degrees 48 minutes 12 seconds, for an arc distance of 81.24 feet to
the Point of Beginning (last mentioned course being along the Northerly
Right-of-Way line of said WEST ATLANTIC BOULEVARD). Lying and being in Section 36,
Township 48 South, Range 41 East and Section 31, Township 48 South, Range
42 East, City of Margate, Broward County, Florida.


 


The bearings mentioned
herein are based upon an assumed North 05 degrees 34 minutes 35 seconds East
along the centerline of Lakewood Circle.


 

















 


LEGAL
DESCRIPTIONS:


 


PARCEL
NO. 2 (BURGER KING)


 


A portion of Section 36,
Township 48 South, Range 41 East, being a portion of the Shopping Center Tract,
as shown on the plat of “MARGATE REALTY NO. 1”, as recorded in Plat Book 42, at
Page 42, of the Public Records of Broward County, Florida, being more
particularly described as follows:


 


Commence at the
East 1/4 corner of said Section 36 and run North 88 degrees 44 minutes 58 seconds
West, along the South line of the South 1/2 of the Northeast 1/4 of said Section 36,
for 1076.68 feet; thence North 00 degrees 36 minutes 05 seconds West, along the
Easterly Right-of-Way line of State Road No. 7, for 228.03 feet to the
Point of Beginning of the following described parcel of land: thence continue
North 00 degrees 36 minutes 05 seconds West, along the last described course,
for 145.50 feet; thence South 88 degrees 44 minutes 58 seconds East, for 200.00
feet; thence South 00 degrees 36 minutes 05 seconds East, for 145.50 feet;
thence North 88 degrees 44 minutes 58 seconds West, for 200.00 feet, to the
Point of Beginning.


 


Lying and being in
the City of Margate, Broward County, Florida.


 


PARCEL
NO. 3 (BANK)


 


A portion of Section 36,
Township 48 South, Range 41 East, being a portion of the Shopping Center Tract,
as shown on the plat of “MARGATE REALTY NO. 1”, as recorded in Plat Book 42, at
Page 42 of the Public Records of Broward County, Florida, being more
particularly described as follows:


 


Commence at the
East 1/4 corner of said Section 36 and run North 88 degrees 44 minutes 58
seconds West, along the South line of the South 1/2 of the Northeast 1/4 of
said Section 36, for 1076.68 feet; thence North 00 degrees 36 minutes 05
seconds West, along the Easterly Right-of-Way line of State Road No. 7,
for 428.53 feet, to the Point of Beginning of the following described parcel of
land; thence continue North 00 degrees 36 minutes 05 seconds West, along the
last described course, for 355.50 feet; thence South 88 degrees 44 minutes 58
seconds East, for 200.00 feet; thence South 00 degrees 36 minutes 05 seconds
East, for 355.50 feet; thence North 88 degrees 44 minutes 58 seconds West, for
200.00 feet, to the Point of Beginning.


 


LESS AND EXCEPT
real property conveyed to Florida Department of Transportation in Warranty Deed
recorded in Official Recorded in Official Records Book 37682, at Page 1905,
Broward County Public Records.


 


Lying and being in
the City of Margate, Broward County, Florida.