Exhibit 10.142


Execution Original


909
CHESTNUT

REAL ESTATE SALE CONTRACT


The mailing, delivery or
negotiation of this Contract by Seller or its agents or attorneys shall not be
deemed an offer by Seller to enter into any transaction or to enter into any other
relationship, whether on the terms contained herein or on any other terms. This
Contract shall not be binding upon Seller, nor shall Seller have any
obligations or liabilities or Purchaser any rights with respect thereto, or
with respect to the Property, unless and until Seller has executed and
delivered this Contract. Until such execution and delivery of this Contract,
Seller may terminate all negotiation and discussion of the subject matter
hereof, without cause and for any reason, with recourse or liability.


ARTICLE 1: GENERAL PROVISIONS


1.1       Contract. Subject to
the terms and conditions of this Real Estate Sale Contract (this “Contract”),
SOUTHWESTERN BELL TELEPHONE, L.P., a Texas limited partnership (collectively “Seller”)
agrees to sell to INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois
corporation or its nominee permitted under Section 11.1 below (“Purchaser”),
and Purchaser agrees to purchase from Seller, that certain high rise office
tower, underground parking and related improvements located at 909 Chestnut
Street, St. Louis, Missouri, consisting of the following (collectively, the “Property”):
(i) the real property described on Exhibit A attached hereto, together
with all improvements (the “Improvements”) located thereon (collectively, the “Real
Property”); and (ii) all of Seller’s right, title and interest in and to
fixtures, which are used in the operation of the Improvements (collectively,
the “Fixtures”), including, without limitation, all affixed heating,
ventilation and air conditioning equipment, and fire sprinklers, but excluding
(x) any personal property used by Seller or any other occupant of the
Improvements or the Property in the operation of its business, and (y) any
trademarks, trade names or other intellectual property, including, without
limitation, the AT&T name and any variant thereof.


1.2       Purchase Price: The total purchase price to be paid to
Seller by Purchaser for the Property shall be TWO HUNDRED FOUR MILLION NINE
HUNDRED THOUSAND AND NO/100 DOLLARS ($204,900,000.00) (the “Purchase Price”). The Purchase Price shall be paid to
Seller at Closing, plus or minus prorations and other adjustments hereunder,
including all Earnest Money (hereinafter defined) credited against the Purchase
Price by federal wire transfer of immediately available funds.


1.2.1    Lease
Back: During the Review
Period, Seller and Purchaser shall negotiate in good faith to finalize the
terms of a lease for the Property whereby Seller shall leaseback the entire
Property for a primary lease term of Ten (10) years nine (9) months and lease
payments of One Million Two Hundred Twenty-Six Thousand Two Hundred
Ninety-Three Dollars ($1,226,293.00) per month and Fourteen Million Seven
Hundred Fifteen Thousand Five Hundred Sixteen Dollars ($14,715,516.00) per
annum for the first year, with annual increases of two percent (2%) per year
thereafter.









 



1.3       Title Company and Escrow Agent: The Title Company and Escrow Agent for this
transaction shall be First American Title Insurance Company, 1401 South
Brentwood Boulevard, Suite 300, Saint Louis, Missouri, 63144, Attn: Nanci
Napoli, Phone: (314) 785-6202.


1.4       Effective Date: This Contract is executed as of November 3,
2006 (the “Effective Date”).


1.5       Inspection Period: The “Inspection Period” is the period
beginning on the Effective Date and ending at 5:00 p.m. Central Standard Time
on November 30, 2006,.


1.6       Closing Date: The “Closing Date” shall be on the later of (i) five (5)
days following the MPSC Approvals per Section 1.13 hereof (or such days fewer
than five so that the Closing occurs by December 29, 2006); or (ii) five (5)
business days after expiration of the Inspection Period; or (iii) on such other
date or place as may be mutually agreed to in writing by Seller and Purchaser.
Provided, however, that notwithstanding the foregoing, if the Closing has not
occurred by Friday, December 29, 2006, then Seller may terminate this Contract
and thereupon the Escrow Agent shall return the Earnest Money to Purchaser, the
same as if MPSC Approvals had not been obtained, it being the intention of the
parties that the sale and leaseback as contemplated by this Contract shall
occur, if at all, before the end of calendar year 2006.


1.7       Deposit of Earnest Money. Within two business days after the Effective
Date, Purchaser shall deposit Five Million Dollars ($5,000,000) in immediately
available funds (such amount the “Earnest Money”) with Escrow Agent,
evidencing Purchaser’s good faith to perform Purchaser’s obligations under this
Contract. If Purchaser fails to timely deposit the Earnest Money with the
Escrow Agent, this Contract shall terminate and be of no force and effect. The
Escrow Agent shall hold and disburse the Earnest Money in accordance with the
terms and provisions of this Contract. If the Closing under this Contract
occurs, the Escrow Agent shall deliver the Earnest Money into the closing
escrow with Title Company, to be applied against the Purchase Price. All
interest earned on the Earnest Money shall in all events be the money of
Purchaser, regardless of the ultimate disposition of the Earnest Money and
shall be paid to Purchaser upon written request of Purchaser.


1.8       AT&T Lease. Provided the parties have fully and finally
negotiated the terms of the lease, at the Closing, Purchaser, as landlord,
shall enter into a lease agreement (the “AT&T Lease”) with AT&T
Services, Inc., which AT&T Lease shall be in the form agreed to by the
parties as evidenced by their execution thereof. The execution and delivery of
the AT&T Lease by the parties is a condition precedent to the closing
hereunder. If the parties have not agreed upon the terms of the AT&T Lease
and finalized the same by the end of the Inspection Period then either party
may terminate this Contract upon written notice to the other prior to the
expiration of the Inspection Period.


1.9       Skywalks. At Closing, Purchaser and Seller shall enter into an easement
agreement in form and substance mutually agreeable to the parties, that
establishes easement rights in and to the existing skywalks that connect 909
Chestnut to the adjoining Data Center and Central Office Building owned by
Seller and/or related Seller entities (the “Skywalk Easement”). The execution,
delivery and recordation of the Skywalk Easement is a condition precedent to
the closing hereunder.



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1.10     Rooftop
Rights. At Closing, Purchaser
and Seller shall enter into a perpetual easement agreement in form and
substance mutually agreeable to the parties, that establishes sole and
exclusive easement rights in favor of Seller in and to all of the rooftop areas
of the Improvements, together with 24 hour, seven day a week access for Seller
and Seller’s designees to and from such rooftop areas (the “Rooftop Easement”).
The execution, delivery and recordation of the Rooftop Easement is a condition
precedent to the closing hereunder.


1.11     Blanket
Technology Easement. At
Closing, Purchaser and Seller shall enter into a perpetual easement agreement
in form and substance mutually agreeable to the parties, that grants to Seller
a blanket easement on, under and through those portions of the Property as
presently exists (including the existing risers and chase from the basement to
the rooftop of the Property) or as Seller may in the future determine are
necessary, in Seller’s sole discretion, for such wiring, conduit, connections,
cabling and any and all such other technology or operating system needs of the
Data Center and Central Office Building of AT&T located adjacent to the
Property so that those two buildings continue to have the same connectivity,
functionality and operations through the Property as would exist if Seller had
continued to own the Property (the “Blanket Easement”). The execution, delivery
and recordation of the Blanket Easement is a condition precedent to the closing
hereunder.


1.12     Seller
Approval. Seller’s
obligations under this Contract are conditioned on Seller obtaining such
approvals as Seller deems necessary from the Board of Directors (or a committee
of such Board ) of AT&T, Inc. with respect to this Contract and the
transactions contemplated herein. If Seller does not receive the necessary
approvals, Seller may terminate this Contract by written notice to Purchaser
given prior to the Closing Date.


1.13     Missouri
Public Service Commission Approval. It is further understood and agreed that this Contract and Seller’s
obligations to close hereunder are contingent upon Seller obtaining the
approval of this Contract and the conveyance provided for herein upon terms and
conditions acceptable to Seller in its sole and exclusive discretion, from the
Missouri Public Service Commission (hereinafter the “MPSC”) in accordance with
the Missouri Revised Statutes and regulations adopted pursuant thereto, without
appeal therefrom (collectively, the “MPSC Approvals”). Seller agrees at its own
cost and expense to diligently prepare and submit an application requesting the
MPSC Approvals promptly following the date of this Contract and to diligently
pursue the MPSC Approvals. Seller shall have no obligation to appeal any
adverse MPSC decision, or to defend any appeal from any favorable decision. In
the event that Seller does not obtain the MPSC Approvals upon terms and
conditions acceptable to Seller in its sole and exclusive discretion by
December 23, 2006, then Seller shall give notice to Purchaser to that effect
and thereafter upon written request of Purchaser the Title Company shall return
to Purchaser the Earnest Money together with interest accrued thereon,
whereupon this Contract and all rights of Purchaser hereunder shall terminate
(except for those provisions which specifically survive termination) and Seller
shall have no further obligations to Purchaser hereunder.


1.14     Trade
Fixtures and Equipment.
Purchaser acknowledges that Seller is currently conducting its
telecommunications business and other related operations at the Property. All
trade fixtures, equipment, furniture, furnishings, appliances, supplies,
records, documents and other items of moveable personal property relating to
the operation of Seller’s



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business that may be situated upon the Property
(including, without limitation, signage, computer hardware, racking, such
wiring as Seller may chose to remove, alarms and security equipment,
telecommunication and technology equipment and infrastructure and all
proprietary equipment and systems) are hereby excluded from the Improvements to
be conveyed hereunder and shall remain the property of Seller or AT&T
Services, Inc., as the tenant under the AT&T Lease.


1.15     Termination for
Convenience. In addition to any other provision in this Contract permitting
Seller to terminate the Contract, Seller may also terminate this Contract upon
written notice to Purchaser at any time prior to the Closing Date for the
convenience of Seller, provided that Seller in the event of any termination by
Seller of this Contract, whether for convenience or as otherwise permitted
hereunder, shall in such event reimburse Purchaser for all of its then
reasonable and customary third party expenses incurred in performing due
diligence on the Property. Seller shall make such reimbursement within thirty
(30) business days of being presented with copies of all third party invoices
and billings for such third party due diligence services and expenses, together
with such other supporting or back-up documentation as Seller may reasonably
request. In the event Seller disputes any third party due diligence expense
included in Purchaser’s request for reimbursement then Seller shall reimburse
Purchaser for all nondisputed due diligence expenses and the parties shall
resolve any disputed due diligence expenses by binding mediation.


ARTICLE
2: INSPECTION


2.1       Property Information.
Seller shall deliver or make available to Purchaser the following, to the
extent in Seller’s possession or control (the “Property Information”),
within five days after the Effective Date:


2.1.1    Environmental Reports.
Existing third party environmental reports or site assessments related to the
Property to be delivered to Purchaser by Seller;


2.1.2    Tax Statements. Copies
of most recent ad valorem tax statements relating to the Property, together
with the latest assessment information; and


2.1.3    Contracts and Leases.
Copies of any and all management, service, supply, equipment rental and other
contracts related to the operation of the Property which would survive the
terms of the AT&T Lease, as well as a copy of the existing first floor
leases for tenants who will become subtenants under the AT&T Lease, as
provided therein.


Except
as otherwise expressly provided herein, Seller makes no representations or
warranties as to the accuracy or completeness of the Property Information. The
Property Information and all other information, other than matters of public
record, furnished to, or obtained through inspection of the Property by,
Purchaser, its affiliates, lenders, employees or agents relating to the
Property, will be treated by Purchaser, its affiliates, lenders, employees and
agents as confidential, and will not be disclosed to anyone other than on a
need-to-know basis to Purchaser’s consultants who agree to maintain the
confidentiality of such information, and will be returned to Seller by
Purchaser if the Closing does not occur.


2.2       Inspections.
Commencing on the Effective Date, at its sole cost and expense, upon reasonable
prior notice to Seller, Purchaser shall have reasonable access during normal



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business hours to the
Property and conducting inspections and tests, including surveys and
architectural, engineering, geotechnical and environmental inspections and
tests, provided that i) such inspections shall be at such times and subject to
and under such terms, conditions and requirements as Seller may impose in its
sole discretion; ii) shall exclude any areas deemed by Seller as being secret
areas into which Purchaser may not enter due to confidential or proprietary
matters; and iii) no photography, video or other recording may be taken of any
part of the interior of the building without the prior written consent of
Seller, which consent may be granted or denied in Seller’s sole discretion.
Before any such entry, Purchaser shall provide Seller with a certificate of
insurance naming Seller as an additional insured and with an insurer and
insurance limits (minimum $5 million) and coverage reasonably satisfactory to
Seller. Purchaser shall not disturb Seller’s business operations on the
Property. In connection with its due diligence investigations, Purchaser or
Purchaser’s representatives may meet with or contact building officials and
governmental authorities, parties to Service Contracts and other agreements,
the property management personnel, and a walk through of the Property; provided
that Seller shall be given a reasonable opportunity to participate in any of
the foregoing. Purchaser may only enter and inspect the interior of the
Improvements when accompanied by a representative of Seller. Purchaser may not
perform any invasive testing or drilling without the consent of Seller which
consent will not be unreasonably withheld. In conducting any inspections or
tests of the Property, Purchaser shall keep the Property free and clear of any
liens arising from work performed on behalf of Purchaser. Purchaser shall
restore the Property to substantially the same condition as existed prior to
the tests and inspections, and shall defend, indemnify and hold Seller harmless
from and against any claims and liabilities asserted against Seller arising out
of Purchaser’s inspections; provided, however, the indemnity shall not extend
to claims or liabilities arising out of the discovery of any existing
environmental condition except to the extent such condition is made worse by Purchaser’s
negligence or willful misconduct. This indemnity shall survive the Closing and
any termination of this Contract. Within five days after Seller’s request,
Purchaser shall provide Seller with a copy of the results of any tests and
inspections made by or for Purchaser, excluding only market and economic
feasibility studies (the “Purchaser’s  Reports”).


2.3       Absolute Termination
Right. Purchaser shall have through the last day of the Inspection Period
in which to examine, inspect, and investigate the Property and, in Purchaser’s
sole and absolute judgment and discretion, determine whether the Property is
acceptable to Purchaser. Notwithstanding anything to the contrary in this
Contract, Purchaser may terminate this Contract for any reason or no reason, by
giving written notice of termination to Seller and Escrow Agent (the “Inspection
Termination Notice”) on or before the last day of the Inspection Period. If
Purchaser does not give an Inspection Termination Notice, this Contract shall
continue in full force and effect, Purchaser shall be deemed to have waived its
right to terminate this Contract pursuant to this Section 2.3, and the
Earnest Money shall become non-refundable except as expressly provided herein.


2.4       Purchaser’s Reliance on
its Investigations. To the maximum extent permitted by applicable law and
except for Seller’s representations and warranties in Section 8.1 and
the warranties of title in the deed delivered at the Closing (“Seller’s
Warranties”), this sale is made and will be made without representation,
covenant, or warranty of any kind (whether express, implied, or, to the maximum
extent permitted by applicable law, statutory) by Seller. As a material part of
the consideration for this Contract, Purchaser agrees to accept the Property on
an



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“As is” and “Where is”
basis, with all faults and any and all latent and patent defects, and without
any representation or warranty, all of which Seller hereby disclaims, except
for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation
is made by Seller as to (a) fitness for any particular purpose, (b)
merchantability, (c) design, (d) quality, (e) condition, (f) operation or
income, (g) compliance with drawings or specifications, (h) absence of defects,
(i) absence of hazardous or toxic substances, (j) absence of faults, (k)
flooding, or (l) compliance with laws and regulations including, without
limitation, those relating to health, safety, and the environment. Purchaser
acknowledges that Purchaser has entered into this Contract with the intention
of making and relying upon its own investigation of the physical,
environmental, economic use, compliance, and legal condition of the Property
and that Purchaser is not now relying, and will not later rely, upon any
representations and warranties made by Seller or anyone acting or claiming to
act, by, through or under or on Seller’s behalf concerning the Property, except
for Seller’s Warranties.


Consistent
with the foregoing and subject solely to the Seller’s Warranties, effective as
of the Closing Date, Purchaser, for itself and its agents, affiliates,
successors and assigns, hereby releases, covenants not to sue, and forever
discharges Seller, its agents, affiliates, subsidiaries, successors and assigns
(collectively the “releasees”) from any and all rights, claims and
demands at law or in equity, whether known or unknown at the time of this
Contract, which Purchaser has or may have in the future, arising out of the
physical, environmental, economic or legal condition of the Property,
including, without limitation, all claims in tort or contract and any claim for
indemnification or contribution arising under the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. Section 9601, et seq.) or
any similar federal, state or local statute, rule or regulation. Purchaser,
upon Closing, shall be deemed to have waived, relinquished and released Seller
and all other releasees from and against any and all matters affecting the
Property.


The
provisions of this Section 2.4 shall survive indefinitely any closing or
termination of this Contract and shall not be merged into the closing
documents.


ARTICLE
3: TITLE REVIEW AND APPROVAL


3.1       Title Review.
Purchaser acknowledges its receipt of a current preliminary title report or commitment
(such report or commitment, as it may be amended, supplemented and updated, the
“Preliminary Title Report”) issued by the Title Company, together with
legible copies of all documents of record referred to in the Preliminary Title
Report as exceptions to title to the Property. Upon execution of this Contract
by the parties, Seller shall direct Title Company to revise the commitment to
name Purchaser’s acquisition entity as the named insured in the amount of the
Purchase Price. Seller shall obtain, at Seller’s expense, a current ALTA survey
(“Survey”) of the Property during the Inspection Period certified to
Purchaser, Title Company and any other party as Purchaser may direct. During
the Inspection Period, Purchaser shall review title to the Property as
disclosed by the Preliminary Title Report and the Survey. Seller shall remove
or cause the title company to insure over at Closing any monetary lien for a
determinable sum. Seller may cause the Title Company to insure over mechanics
liens for unpaid labor and materials relating to the Repair Contracts (defined
below). With respect to any other title exceptions, Seller shall have no
obligation to remove such exceptions. The term “Permitted Exceptions”
means those specific exceptions in the Preliminary Title Report as of the



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end of the Inspection
Period other than those that Seller is required to remove, any real estate
taxes not yet due and payable, zoning ordinances and regulations and other laws
or regulations governing use or enjoyment of the Property, the Rooftop, Skywalk
and Blanket Easements, and the AT&T Lease, and the current first floor
subtenants under lease, as applicable.


3.2       Title Policy Condition.
Purchaser shall not be obligated to close this transaction unless, upon the
sole condition of payment of the premium, at Closing, the Title Company is
willing to issue to Purchaser an owner’s policy of title insurance, dated as of
the date and time of the recording of the Deed, with extended coverage, in the
amount of the Purchase Price, insuring Purchaser that title to the Property is
vested of record in Purchaser on the Closing Date, subject only to the
Permitted Exceptions, the printed conditions and exceptions of such policy
other than the standard exceptions deleted by extended coverage and any other
title exceptions accepted or deemed accepted by Purchaser but including the
following endorsements: 3.1 zoning; subdivision; utility facility, tax parcel
number; access; and contiguity (the “Title Policy”). The agreement of
the Title Company to issue such endorsements will be a condition to Purchaser’s
obligation to close, but the failure of the Title Company to issue such
endorsement will not be deemed a default by Seller hereunder.


3.3       Owner’s Affidavit.
At the Closing, Seller shall execute and deliver to the Escrow Agent an ALTA
statement in customary form, a standard gap indemnity, and any other document
or undertaking required to cure or remove the exceptions to title that Seller
is obligated to remove pursuant to Section 3.1.


3.4       Leasehold Policy.
Seller shall also request, at Seller’s sole cost and expense, that the Title
Company provide Seller at Closing with a simultaneous leasehold title
commitment issued by the Title Company under which the Title Company will agree
at Closing to issue an ALTA Leasehold Policy of Title Insurance in the amount
of the Purchase Price insuring Seller’s leasehold interest under the Lease,
subject only to the Permitted Exceptions and Purchaser’s acquisition financing.


3.5       SNDA. Purchaser will
provide Seller at Closing with a Subordination, Non-Disturbance and Attornment
Agreement (in substantially the form attached as an exhibit to the Lease
between the parties) from the holders of all such mortgages, deeds of trust,
liens or other encumbrances arising from the acquisition financing.


ARTICLE
4: COVENANTS


4.1       Operation of Property;
Ongoing Repairs and Maintenance. From the Effective Date through the
Closing, Seller shall operate and manage the Property in substantially the same
manner in which it is being operated as of the Effective Date.


4.2       New Contracts. From
the Effective Date through the Closing, Seller will not enter into or amend any
contract that will be an obligation affecting the Property subsequent to the
Closing, except contracts entered into in the ordinary course of business that
do not have a term extending beyond the end of the terms of the AT&T Lease.


4.3       Estoppel Certificate.
[Intentionally Deleted]



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4.4       Maintenance of Insurance.
From the Effective Date through the Closing, Seller shall continue to carry its
existing insurance on the Improvements.


4.5       Permits and Encumbrances.
From the Effective Date through the Closing, without the prior written consent
of Purchaser, which shall not be unreasonably withheld or delayed, Seller shall
not encumber the Property or create or modify any exceptions to title to the
Property, or initiate or consent to any action with respect to zoning or other
Property entitlements or permits.


ARTICLE
5: CONDITIONS AND REMEDIES


5.1       Conditions. The
obligation of Seller, on the one hand, and Purchaser, on the other hand, to
consummate the transactions contemplated hereunder shall be subject to the
following conditions:


5.1.1    Representations and
Warranties. The other party’s representations and warranties contained
herein shall be true and correct in all material respects as of the respective
dates made and re-made (subject to Section 10.3.2 below);


5.1.2    Covenants. As of the
Closing Date, the other party shall have performed its material covenants and
obligations hereunder;


5.1.3    Proceedings. There
shall exist no pending or threatened action, suit or proceeding with respect to
the other party before or by any court or administrative agency which seeks to
restrain or prohibit, or to obtain damages or a discovery order with respect
to, this Contract or the consummation of the transactions contemplated hereby;
and


5.1.4    Other. Any other
condition set forth in this Contract to such party’s obligation to close is not
satisfied by the applicable date and time.


5.2       Effect of Failure of
Condition. So long as a party is not in default hereunder, if any condition
benefiting such party has not been satisfied as of the Closing Date or other
applicable date, such party may, in its sole discretion: (i) terminate this
Contract by delivering written notice to the other party on or before the
Closing Date or other applicable date, in which event the Earnest Money shall
be returned to Purchaser (unless Purchaser is in default hereunder), (ii)
extend the time available for the satisfaction of such condition by up to a
total of 10 business days, but not past December 29, 2006, or (iii) elect to
close, notwithstanding the non satisfaction of such condition, and therefore
waive satisfaction of such condition. If such party elects to proceed pursuant
to clause (ii) above, and such condition remains unsatisfied after the end of
such extension period, then, at such time, such party may proceed pursuant to
either clause (i) or (iii) above.


ARTICLE
6: CLOSING


6.1       Closing. The
consummation of the transaction contemplated herein (“Closing”) shall
occur on the Closing Date through the usual form of deed and money escrow,
which the parties shall establish with Escrow Agent. Counsel for the respective
parties may provide closing escrow instructions to the Title Company. In the
event of any conflict between the



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escrow instructions and
the provisions of this Contract, as between the parties, the provisions of this
Contract shall control. All conditions to Closing must be met and the Purchase
Price paid to Seller by wire transfer from the Escrow Agent prior to 1:00 p.m.
Central Standard Time on the Closing Date.


6.2       Seller’s Deliveries in
Escrow. On the Closing Date, Seller shall deliver in escrow to Escrow Agent
the following:


6.2.1    Deed. Special Warranty
Deed (the “Deed”) executed by Seller conveying the Property to Purchaser in the
form attached to this Contract as Exhibit B subject to no exceptions
other than the Permitted Exceptions;


6.2.2    Evidence of Authority.
If required by the Title Company, an affidavit signed on behalf of Seller as of
the Closing Date, so as to evidence the authority of the person signing the
Deed and other documents to be executed by Seller at Closing


6.2.3    Foreign Person. An
affidavit of Seller certifying that Seller is not a “foreign person” as defined
in the federal Foreign Investment in Property Tax Act of 1980;


6.2.4    Owner’s Affidavit. An
executed affidavit or other document acceptable to the Title Company in issuing
the owner’s title policy without exception for possible lien claims of mechanics,
laborers and materialmen and without exception for parties in possession,
except for the rights of the tenant under the AT&T Lease and the first
floor subtenants;


6.2.5    Easements. An executed
original of each of the Section 1.9 (Skywalk), 1.10 (Rooftop) and 1.11
(Technology) easements;


6.2.6    AT&T Lease. Two (2)
originals of the AT&T Lease executed by AT&T Services, Inc. as the
tenant thereunder; and


6.2.7    Other Documentation.
Such other documents as may be reasonable and necessary in the opinion of the Title
Company to consummate and close the purchase and sale contemplated herein
pursuant to the terms and provisions of this Contract.


6.3       Purchaser’s Deliveries
in Escrow. On the Closing Date, Purchaser shall deliver in escrow to Escrow
Agent the following:


6.3.1    Purchase Price. The
Purchase Price, less the Earnest Money that is applied to the Purchase Price,
plus or minus applicable prorations, in immediate, same-day U.S. federal funds
wired for credit into Escrow Agent’s escrow account;


6.3.2    Evidence of Authority.
Such consents and authorizations as the Title Company may reasonably deem
necessary to evidence authorization of Purchaser for the purchase of the
Property, the execution and delivery of any documents required in connection
with Closing and the taking of all action to be taken by the Purchaser in
connection with Closing;



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6.3.3    Lease. Two (2)
originals of the AT&T Lease executed by Purchaser or Purchaser’s
acquisition entity, as landlord;


6.3.4    Easements. An executed
original of each of the Section 1.9 (Skywalk), 1.10 (Rooftop) and 1.11
(Technology) easements as described therein; and


6.3.5    Other Documentation.
Such other documents as may be reasonable and necessary in the opinion of the
Title Company to consummate and close the purchase and sale contemplated herein
pursuant to the terms and provisions of this Contract.


6.4       Closing Statements.
As of or prior to the Closing Date, Seller and Purchaser shall deposit with
Escrow Agent executed closing statements consistent with this Contract in the
form required by Escrow Agent.


6.5       Possession. Seller
shall deliver possession of the Property to Purchaser at the Closing, subject
to the AT&T Lease and the first floor subtenants.


6.6       Proration. There
shall be no prorations of taxes, utilities or other charges since Seller is
leasing back the Property at Closing pursuant to the Lease.


6.7       Closing Expenses.
Seller shall pay, on the Closing Date, the cost of the survey, the base premium
cost for Purchaser’s Title Policy and all title search fees or commitment fees,
one-half (1/2) of any escrow fees and other customary Closing charges of the
Title Company and the cost for Seller’s leasehold title policy. Purchaser shall
pay, on the Closing Date, all recording costs and the balance of any escrow
fees and other customary Closing charges of the Title Company, the premium cost
of all requested endorsements for the Title Policy, including any extended
coverage or other endorsements set out in Section 3.2 hereof or otherwise
desired by Purchaser. Each party shall pay its own attorneys’ fees.


ARTICLE
7: PRORATIONS AND ADJUSTMENTS


7.1       Prorations. Real
estate taxes and assessments, charges under Service Contracts, and utility
charges will not be prorated at Closing. At Closing Seller will cause the
tenant under the AT&T Lease to pay, or Purchaser shall be credited, for “Base
Rent” payable under the AT&T Lease from and including the date of Closing
through and including the last day of the calendar month in which the Closing
occurs. Seller shall continue to be responsible as set forth in the AT&T
Lease after Closing for real estate taxes and assessments, charges under
Service Contracts, and utility charges which accrue before Closing; provided
that Seller’s obligation for real estate taxes accrued through the date of
Closing shall be adjusted between Seller and the tenant under the AT&T
Lease as set forth therein and real estate taxes shall thereafter be paid and
settled as provided in the AT&T Lease.


7.2       Transfer Taxes.
[Intentionally Deleted]


7.3       Sales Commissions.
Seller and Purchaser represent and warrant each to the other that they have not
dealt with any real estate broker, sales person or finder in connection with
this transaction other than CB Richard Ellis/Brian Scott (NYC office), on
behalf of Seller (the “Broker”). The Broker is an independent contractor and is
not authorized to make any agreement



 10
 






 



or representation on
behalf of Seller. Seller shall pay the Broker in accordance with its separate
agreement with the Broker. Subject to the foregoing sentence, in the event of
any claim for broker’s or finder’s fees or commissions in connection with the
negotiation, execution or consummation of this Contract or the transactions
contemplated hereby, each party shall defend, indemnify and hold harmless the
other party from and against any such claim based upon any statement,
representation or agreement of such party.


ARTICLE
8: REPRESENTATIONS AND WARRANTIES


8.1       Seller’s Representations
and Warranties. Seller represents and warrants to Purchaser that:


8.1.1    Organization and Authority.
Seller has been duly organized, is validly existing, and is in good standing in
the state in which it was formed. Subject to Sections 1.12 and 1.13
above, Seller has the full right and authority and has obtained any and all
consents required to enter into this Contract and to consummate or cause to be
consummated the transactions contemplated hereby. Subject to Sections 1.12
and 1.13 above, this Contract has been, and all of the documents to be
delivered by Seller at the Closing will be, authorized and executed and
constitute, or will constitute, as appropriate, the valid and binding
obligation of Seller, enforceable in accordance with their terms.


8.1.2    Conflicts and Pending
Actions. There is no agreement to which Seller is a party or, to Seller’s
knowledge, that is binding on Seller which is in conflict with this Contract.
To Seller’s knowledge, there is no action or proceeding pending or threatened
against Seller or relating to the Property, which challenges or impairs Seller’s
ability to execute or perform its obligations under this Contract.


8.1.3    Legal Compliance.
Seller has not received any written notices of any material violations of any
building code or other law with respect to the Property which have not been
corrected to the satisfaction of the issuer of the notice.


8.1.4    Condemnation. Seller
has no knowledge of any contemplated or pending condemnation or similar
proceeding affecting the Property.


8.1.5    ERISA. Seller is not
and is not acting on behalf of an “employee benefit plan” within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended, a “plan” within the meaning of Section 4975 of the Internal Revenue
Code of 1986, as amended or an entity deemed to hold “plan assets” within the
meaning of 29 C.F.R. § 2510.3101 of any such employee benefit plan or plans.


8.1.6    Environmental. Seller
has not received any written notice from any governmental authority that the
Property or the use of the Property violates any Environmental Laws. The term “Environmental
Laws” includes without limitation the Resource Conservation and Recovery
Act and the Comprehensive Environmental Response Compensation and Liability Act
and other federal laws governing the environment as in effect on the date of
this Contract together with their implementing regulations and guidelines as of
the date of this Contract, and all state, regional, county, municipal and other
local laws, regulations and ordinances that are equivalent or similar to the
federal laws recited above or that purport to regulate Hazardous



 11
 






 



Materials. The term “Hazardous
Materials” includes petroleum, including crude oil or any fraction thereof,
natural gas, natural gas liquids, liquified natural gas, or synthetic gas
usable for fuel (or mixtures of natural gas or such synthetic gas), asbestos
and asbestos-containing materials and any substance, material waste, pollutant
or contaminant listed or defined as hazardous or toxic under any Environmental
Law.


As
used in this Contract, the term “to Seller’s knowledge”, “actual knowledge” or “best
of Sellers knowledge” or words of similar import shall mean the actual
knowledge of Gary Bohler, Regional Manager- AT&T Corporate Real Estate and
not that of any other persons, as presently recollected by such person without
any review of files or other investigation or inquiry of any kind, and (iii)
shall not mean that such person is charged with knowledge of the acts,
omissions and/or knowledge of Seller’s agents or employees.


8.2       Purchaser’s
Representations and Warranties.
Purchaser represents and warrants to Seller that:


8.2.1    Organization and Authority.
Purchaser has been duly organized and is validly existing, and is in good
standing in the state in which it was formed. Purchaser has the full right and
authority and has obtained any and all consents required to enter into this
Contract and at Closing will have the full rights and authority and will have
obtained any and all consents required to consummate or cause to be consummated
the transactions contemplated hereby. This Contract has been, and all of the
documents to be delivered by Purchaser at the Closing will be, authorized and
property executed and constitute, or will constitute, as appropriate, the valid
and binding obligation of Purchaser, enforceable in accordance with their
terms.


8.2.2    Conflicts and Pending
Action. There is no contract to which Purchaser is a party or, to Purchaser’s
knowledge, binding on Purchaser which is in conflict with this Contract. To
Purchaser’s knowledge, there is no action or proceeding pending or threatened
against Purchaser which challenges or impairs Purchaser’s ability to execute or
perform its obligations under this Contract.


8.2.3    ERISA. Purchaser is not
and is not acting on behalf of an “employee benefit plan” within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended, a “plan” within the meaning of Section 4975 of the Internal Revenue
Code of 1986, as amended or an entity deemed to hold “plan assets” within the
meaning of 29 C.F.R. § 2510.3101 of any such employee benefit plan or plans.


8.3       Survival of
Representations and Warranties. The representations and warranties set
forth in this Article 8 are made as of the Effective Date and are remade as of
the Closing Date and shall survive the Closing for the Limitation Period set
forth in Section 10.3 below. Each party shall have the right to bring an
action against the other on the breach of a representation or warranty
hereunder, only if Seller or Purchaser as the case may be, has given the other
party written notice of the circumstances giving rise to the alleged breach
within such Limitation Period.



 12
 






 



ARTICLE 9:
DAMAGES AND Condemnation


9.1       Risk
of Loss. The Closing shall be effective as of 12:01 A.M. on the Closing Date. Notwithstanding the
foregoing, the risk of loss of all or any portion of the Property shall be
borne by Seller up to and including the actual time of the Closing and wire
transfer of the Purchase Price to Seller, and thereafter by Purchaser, subject,
however, to the terms and conditions of Sections 9.2 and 9.3
below.


9.2       Damage. Seller shall
promptly give Purchaser written notice of any damage to the Property,
describing such damage, and the Seller’s estimate of time to repair such
damage. If such damage is not material, as defined below, then this Contract
shall remain in full force and effect and at Closing Purchaser shall receive an
assignment of the insurance proceeds relating to such damage and repair of such
damage shall be subject to the terms of the AT&T Lease as if such damage had
occurred during the Lease term. If such damage is material, Purchaser may elect
by notice to Seller given within 10 days after Purchaser is notified of such
damage (and the Closing shall be extended, if necessary, (but not past December
29, 2006), to give Purchaser such 10-day period to respond to such notice) to
proceed in the same manner as in the case of damage that is not material or to
terminate this Contract, in which event the Earnest Money shall be immediately
returned to Purchaser. Damage as to any one or multiple occurrences is “material”
if in the reasonably exercised judgment of Seller it will take more than twelve
(12) months after Closing to repair.


9.3       Condemnation. Seller
shall promptly give Purchaser notice (the “Notice of Taking”) of any eminent
domain proceedings that are threatened or instituted with respect to a material
portion of the Property. By notice to Seller given within 10 days after
Purchaser receives the Notice of Taking (and if necessary the Closing Date
shall be extended (but not past December 29, 2006) to give Purchaser the full
10-day period to make such election), Purchaser may terminate this Contract or
proceed under this Contract, in which event at the Closing, Seller shall turn
over to Purchaser any award it has received with respect to such taking and
shall assign to Purchaser its right to any award. If no such election is made,
or if the portion of the Property subject to any such taking is not material,
this Contract shall remain in full force and effect and the purchase
contemplated herein, less any interest taken by eminent domain or condemnation,
shall be effected with no further adjustment, and upon the Closing of this
purchase, Seller shall assign to Purchaser its right to any award that has been
or that may thereafter be made for such taking. During the pendency of this
Contract, Seller and Purchaser shall jointly negotiate and deal with the
condemning authority in respect of such matter. For purposes hereof, a “material”
taking shall mean a taking either of the entire Property or a portion thereof
if, in Purchaser’s commercially reasonable opinion, the remaining Property
cannot be restored to an economically viable office complex without either
substantial alteration of the Property or relief from governmental regulations
or the requirements of any leases then in effect with respect to the Property.
For instance, Seller and Purchaser acknowledge that a taking of road
right-of-way which does affect parking at the Property or take any portion of
the Improvements is not material for purposes of this section.



 13
 






 



ARTICLE 10: DEFAULT AND DAMAGES


10.1     Default by Purchaser.
If Purchaser shall default in its obligation to purchase the Property pursuant
to this Contract, Purchaser agrees that Seller shall have the right to have the
Escrow Agent deliver the Earnest Money to Seller as liquidated damages to
recompense Seller for time spent, labor and services performed, and the loss of
its bargain. Purchaser and Seller agree that it would be impracticable or
extremely difficult to affix damages if Purchaser so defaults and that the
Earnest Money represents a reasonable estimate of Seller’s damages. Seller
agrees to accept the Earnest Money as Seller’s total damages and relief
hereunder if Purchaser defaults in its obligation to close hereunder. If
Purchaser does so default, this Contract shall be terminated and Purchaser
shall have no further right, title, or interest in or to the Property.


10.2     Default by Seller. If
Seller defaults in its obligation to sell and convey the Property to Purchaser
pursuant to this Contract, Purchaser’s sole remedy shall be to elect one of the
following: (a) to terminate this Contract, in which event Purchaser shall be
entitled to the return by the Escrow Agent to Purchaser of the Earnest Money,
or (b) if Closing does not occur solely on account of a Willful Seller Default,
to bring a suit for specific performance (including a claim for court courts,
in addition to a claim for attorney’s fees, limited as hereafter provided),
provided that any suit for specific performance must be brought within 90 days
of Seller’s default. In no event shall Seller be liable to Purchaser for any
actual, punitive, speculative, consequential or other damages, all of which are
hereby waived by Purchaser. For the purposes hereof, a “Willful Seller Default”
shall mean a default by Seller on or after the date hereof whereby Seller
intentionally and in bad faith acts with the sole purpose of frustrating the
intent of this Contract. Purchaser hereby waives any other rights or remedies
in respect of any such default. This Contract confers no present right, title
or interest in the Property to Purchaser and Purchaser agrees not to file a lis
pendens or other similar notice against the Property except in connection with,
and after, the filing of a suit for specific performance.


10.3     Limitations.


10.3.1  Limitation Period. Seller’s covenants,
indemnities, warranties and representations contained in this Contract and in
any document executed by Seller pursuant to this Contract shall survive
Purchaser’s purchase of the Property only for a period commencing on the
Closing Date and ending on one year after the Closing Date (the “Limitation
Period”). Seller’s liability for breach of any such covenant, indemnity,
representation or warranty with respect to the Property shall be limited to
claims in excess of an aggregate $50,000 and Seller shall be liable only to the
extent that such aggregate exceeds such figure. Seller’s aggregate liability
for claims arising out of such covenants, indemnities, representations and
warranties with respect to the Property shall not exceed $5,000,000 (the “Damage
Limit”). Purchaser shall provide written notice to Seller prior to the
expiration of the Limitation Period of any alleged breach of such covenants,
indemnities, warranties or representations and shall allow Seller 30 days
within which to cure such breach, or, if such breach cannot reasonably be cured
within 30 days, an additional reasonable time period, so long as such cure has
been commenced within such 30 days and is being diligently pursued. If Seller
fails to cure such breach after written notice and within such cure period,
Purchaser’s sole remedy shall be an action at law for actual damages as a
consequence thereof, which must be commenced, if at all, within the Limitation
Period; provided, however, that if within the Limitation Period Purchaser gives
Seller written



 14
 






 



notice of such a
breach and Seller notifies Purchaser of Seller’s commencement of a cure,
commenced to cure and thereafter terminates such cure effort, Purchaser shall
have an additional 30 days from the date of such termination within which to
commence an action at law for damages up to the Damage Limit as a consequence
of Seller’s failure to cure. The Limitation Period referred to herein shall
apply to known as well as unknown breaches of such covenants, indemnities,
warranties or representations. Purchaser specifically acknowledges that such
termination of liability represents a material element of the consideration to
Seller. The limitation as to Seller’s liability in this Section 10.3.1
does not apply to Seller’s liability with respect to prorations and adjustments
under Article 7.


10.3.2  Disclosure.
Notwithstanding any contrary provision of this Contract, if Seller becomes
aware during the pendency of this Contract prior to Closing of any matters
which make any of their representations or warranties untrue. Seller shall
promptly disclose such matters to Purchaser in writing. In the event that
Seller so discloses any matters which make any of Seller’s representations and
warranties untrue in any material respect or in the event that Purchaser
otherwise becomes aware during the pendency of this Contract prior to Closing
of any matters which make any of Seller’s representations or warranties untrue
in any material respect, Seller shall bear no liability for such matters
(provided that such untruth is not the result of Seller’s breach of any express
covenant set forth in this Contract), but Purchaser shall have the right to
elect in writing on or before the Closing Date, (i) to waive such matters and
complete the purchase of the Property without reduction of the Purchase Price
in accordance with the terms of this Contract, or (ii) as to any matters
disclosed following the expiration of the Inspection Period, to terminate this
Contract.


10.3.3  Purchaser’s Knowledge. Notwithstanding
anything contained in this Contract to the contrary, Seller shall have no
liability for breaches of any representations, warranties and certifications
(individually, a “Representation” and collectively, the “Representations”)
which are made by Seller herein or in any of the documents or instruments
required to be delivered by Seller hereunder if Purchaser, its officers,
employees, shareholders, members, partners, or agents had knowledge of such
breach by Seller as to a fact or circumstance which, by its nature, indicates
that a Representation was or has become untrue or inaccurate and Purchaser
either (a) during the Inspection Period fails to terminate this Contract as set
forth in Section 2.3 or (b) at any other time at or prior to Closing,
Purchaser elects to proceed to close the transaction contemplated by this
Contract, Purchaser shall not otherwise have the right to bring any lawsuit or
other legal action against Seller, nor pursue any other remedies against
Seller, as a result of the breach of such Representation caused thereby.


ARTICLE
11: MISCELLANEOUS


11.1     Parties Bound; Assignment.
Neither party may assign this Contract without the prior written consent of the
other, and any such prohibited assignment shall be void; provided, however,
that Purchaser may assign this Contract without Seller’s consent to an
Affiliate or to effect an Exchange under Section 11.2. For the purposes
of this paragraph, the term “Affiliate” means (a) an entity that
directly or indirectly controls, is controlled by or is under common control
with the Purchaser or (b) an entity at least a majority of whose economic
interest is owned by Purchaser; and the term “control” means the power to
direct the management of such entity through voting rights, ownership or
contractual obligations. Subject to the foregoing, this



 15
 






 



Contract shall be binding
upon and inure to the benefit of the respective successors and assigns of the
parties.


11.2     Section 1031 Exchange.
Purchaser or Seller may consummate the purchase of the Property as part of a
so-called like kind exchange (the “Exchange”) pursuant to § 1031 of the
Internal Revenue Code of 1986, as amended (the “Code”), provided that:
(i) the Closing shall not be delayed or affected by reason of the Exchange nor
shall the consummation or accomplishment of the Exchange be a condition
precedent or condition subsequent to Purchaser’s obligations under this
Contract; (ii) the Exchange is effected through an assignment of this Contract,
or its rights under this Contract, to a qualified intermediary; (iii) Seller
shall not be required to take an assignment of the purchase agreement for the
relinquished property or be required to acquire or hold title to any real
property for purposes of consummating the Exchange; and (iv) the party
requesting he Exchange shall pay any additional costs that would not otherwise
have been incurred by Purchaser or Seller had such party not consummated its
purchase or sale through the Exchange. Neither Seller nor Purchaser by this
agreement or acquiescence to the Exchange shall (1) have its rights under this
Contract affected or diminished in any manner or (2) be responsible for
compliance with or be deemed to have warranted to the other party that the
Exchange in fact complies with § 1031 of the Code.


11.3     Headings. The article,
section, subsection, Section and other headings of this Contract are for
convenience only and in no way limit or enlarge the scope or meaning of the
language hereof.


11.4     Invalidity and Waiver.
If any portion of this Contract is held invalid or inoperative, then so far as
is reasonable and possible the remainder of this Contract shall be deemed valid
and operative, and, to the greatest extent legally possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
failure by either party to enforce against the other any term or provision of
this Contract shall not be deemed to be a waiver of such party’s right to
enforce against the other party the same or any other such term or provision in
the future.


11.5     Governing Law. This
Contract shall, in all respects, be governed, construed, applied, and enforced
in accordance with the law of the State of Missouri.


11.6     Survival. The provisions
of this Contract shall survive the Closing, subject to the express limitations
set forth herein.


11.7     No Third Party Beneficiary.
The provisions of this Contract and of the documents to be executed and
delivered at Closing are and will be for the benefit of Seller and Purchaser
only and are not for the benefit of any third party, and accordingly, no third
party shall have the right to enforce the provisions of this Contract or of the
documents to be executed and delivered at Closing.


11.8     Time. Time is of the
essence in the performance of this Contract.


11.9     Confidentiality.
Purchaser shall make no public announcement or disclosure of the sale or lease
of the Property or of any other information related to this Contract or the
transactions contemplated hereby to outside brokers or third parties, before or
after the Closing,



 16
 






 



without the specific
prior written consent of Seller, except for such disclosures to Purchaser’s
lenders, creditors, officers, employees and agents as may be necessary to
permit Purchaser to perform Purchaser’s obligations hereunder.


11.10   Notices. All notices
required or permitted hereunder shall be in writing and shall be served on the
parties at the addresses set forth below. Any such notices shall be either (i)
sent by overnight delivery using a nationally recognized overnight courier, in
which case notice shall be deemed delivered one business day after deposit with
such courier, (ii) sent by facsimile in which case notice shall be deemed
delivered upon electronic confirmation by sender’s facsimile machine of
transmission of such notice, or (iii) sent by personal delivery, in which case
notice shall be deemed delivered upon receipt or refusal of delivery. A party’s
address may be changed by written notice to the other party; provided, however,
that no notice of a change of address shall be effective until actual receipt
of such notice. Copies of notices are for informational purposes only, and a
failure to give or receive copies of any notice shall not be deemed a failure
to give notice. The attorney for a party has the authority to send notices on
behalf of such party.


	
  If to Purchaser:

  	
   

  	
  If to Seller:

  
	
   

  	
   

  	
   

  
	
  G. Joseph
  Cosenza

  Vice Chairman

  Member of the Board of Directors

  The Inland Group, Inc.

  2901 Butterfield Road

  Oak Brook, IL 60523-1159

  Fax: (630) 218-4935

  	
   

  	
  AT&T Services, Inc.

  1010 Pine Street

  Suite 21-E18

  St Louis, MO 63101

  Attn: Regional Manager Corporate Real Estate

  Fax: (314) 235-6200

  
	
   

  	
   

  	
  and to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AT&T Services

  175 East Houston Street

  Room 4.A.40

  San Antonio, TX 78205

  Attn: General Attorney: Real Estate

  Fax: (210) 351-2782

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  Charles J.
  Benvenuto

  Charles J. Benvenuto, P.C.

  2901 Butterfield Road, 3rd Floor

  Oak Brook, IL 60523-1159

  Fax: (630) 571-2360

  	
   

  	
  Daniel T. Engle, Esq.

  Thompson Coburn LLP

  One US Bank Plaza

  Suite 3300

  St. Louis, MO 63101

  Fax: (314) 552-7031

  



11.11   Construction. The
parties acknowledge that the parties and their counsel have reviewed and
revised this Contract and agree that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Contract or any exhibits or
amendments hereto.



 17
 






 



11.12   Calculation of Time Periods.
Unless otherwise specified, in computing any period of time described herein,
the day of the act or event after which the designated period of time begins to
run is not to be included and the last day of the period so computed is to be
included, unless such last day is a Saturday, Sunday or legal holiday for
national banks in the location where the Property is located, in which event
the period shall run until the end of the next day which is neither a Saturday,
Sunday, or legal holiday. The last day of any period of time described herein
shall be deemed to end at 7:00 p.m. in the jurisdiction in which the Property
is located.


11.13   Execution in Counterparts.
This Contract may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of such counterparts shall
constitute one Contract. To facilitate execution of this Contract, the parties
may execute and exchange by telephone facsimile counterparts of the signature
pages, provided that executed originals thereof are forwarded to the other
party on the same day by any of the delivery methods set forth in Section
10.10 other than facsimile.


11.14   Further Assurances. In
addition to the acts and deeds recited herein and contemplated to be performed,
executed or delivered by either party at Closing, each party agrees to perform,
execute and deliver, but without any obligation to incur any additional
liability or expense, on or after the Closing any further deliveries and
assurances as may be reasonably necessary to consummate the transactions
contemplated hereby or to further perfect the conveyance, transfer and
assignment of the Property to Purchaser.


11.15   Information and Audit
Cooperation. At any time before or after the Closing, Seller shall allow
Purchaser’s auditors access to the books and records of Seller and the working
papers of Seller’s independent auditors relating to the operation of the
Property to enable Purchaser to comply with any financial reporting
requirements applicable to Purchaser.


11.16   Attorneys’ Fees. In the
event either party hereto employs an attorney in connection with claims by one
party against the other arising from the operation of this Contract, the
non-prevailing party shall pay the prevailing party all reasonable fees and
expenses, including attorneys’ fees, incurred in connection with such
transaction.


11.17   Entirety and Amendments.
This Contract embodies the entire contract between the parties and supersedes
all prior contracts and understandings relating to the Property. This Contract
may be amended or supplemented only by an instrument in writing executed by
both Seller and Purchaser.


11.18   Exhibits. The following
exhibits are attached to this Contract and are incorporated into this Contract
and made a part hereof:


(a)       Exhibit A — Legal
Description of the Land


(b)       Exhibit B — Form of
Special Warranty Deed


11.19   No Survival. Except as
specifically stated to survive the Closing or the termination of this Contract,
all representations, warranties, obligations and covenants of this



 18
 






 



Contract shall merge with
the Deed and shall not survive the Closing or other termination of this
Contract.


11.20   Recording. Except in
connection with Purchaser pursuing a Seller default under Section 10.2 hereof,
this Contract shall not be recorded.


11.21   Escrow. Escrow Agent is
authorized to deposit the Earnest Money promptly upon receipt thereof, to hold
same in escrow and, subject to clearance thereof, to disburse same in
accordance with terms and conditions of this Contract. In the event of doubt as
to Escrow Agent’s duties or liabilities under the provisions of this Contract,
the Escrow Agent may in its sole discretion, continue to hold the same subject
to this escrow until the parties mutually agree to the disbursement thereof, or
until a judgment of a court of competent jurisdiction shall determine the
rights of the parties thereto, or Escrow Agent may deposit same with the court
having jurisdiction of the dispute, and upon notifying all parties concerned of
such action, all liability on the part of the Escrow Agent shall terminate,
except to the extent of accounting for any items theretofore delivered out of
escrow. In the event of any suit between Purchaser and Seller wherein the
Escrow Agent is made a party thereto, the Escrow Agent shall be entitled to
recover reasonable attorney’s fees and costs incurred, said fees and costs to
be charged and assessed as court costs in favor of the prevailing party. All
parties agree that the Escrow Agent shall not be liable to any party or person
whomsoever for misdelivery to Purchaser or Seller of items subject to this
escrow, unless such misdelivery shall be due to willful breach of this Contract
or gross negligence on the part of Escrow Agent.


11.22   Earnest Money Release. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE
CONTRARY, ESCROW AGENT IS HEREBY AUTHORIZED AND DIRECTED TO RELEASE THE EARNEST
MONEY TO PURCHASER IMMEDIATELY (WITHOUT FURTHER AUTHORIZATION FROM SELLER) UPON
RECEIPT BY ESCROW AGENT OF THE INSPECTION TERMINATION NOTICE UNDER SECTION 2.3 HEREOF ON OR PRIOR TO 5:00 PM (CST) OF
THURSDAY, NOVEMBER 30, 2006.


[SIGNATURE
PAGES AND EXHIBITS TO FOLLOW]



 19














 


SIGNATURE PAGE TO 909 CHESTNUT 

REAL ESTATE SALE CONTRACT


IN WITNESS WHEREOF, the
parties hereto have executed this Real Estate Contract as of the Effective
Date.


	
  

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  SOUTHWESTERN BELL TELEPHONE, L.P., a

  
	
   

  	
  Texas limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis C. Bishop

  	
   

  
	
   

  	
  Name:

  	
  Francis C. Bishop

  	
   

  
	
  Dated:

  	
  11/7/06

  	
   

  	
  Title:

  	
  Real Estate Director

  	
   

  
	
   

  	
   

  
	
   

  	
   PURCHASER:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Joe Carenza

  	
   

  
	
   

  	
  Name:

  	
  G. Joe Carenza

  	
   

  
	
  Dated:

  	
  Nov 3, 2006

  	
   

  	
  Title:

  	
  President

  
															



 



 S-1
 






 



Escrow Agent
Acknowledgement


The
undersigned Title Company hereby joins in the execution of this Contract for
the sole purpose of agreeing to hold and dispose of the Earnest Money in
accordance with the provisions of this Agreement and further agreeing to the
provisions in Section 11.21 and 11.22 thereof.


First American Title
Insurance Company


	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  



 



 S-2














 


EXHIBIT A TO REAL ESTATE SALE CONTRACT


LEGAL DESCRIPTION


The legal description of
the Land shall be as contained in Seller’s vesting deed, provided if such
description is different than the legal description contained in the Title
Commitment to be obtained by Purchaser, then the Seller, at Closing, shall also
deliver an executed quit claim deed containing such other legal description to
the Land as reflected by the Title Commitment.



 A-3-1














 


EXHIBIT B TO REAL ESTATE SALE CONTRACT 


FORM OF SPECIAL WARRANTY DEED


 


Space Above Line Reserved For Recorder’s Use


	
   1.

  	
   

  	
  Title of
  Document:

  	
   

  	
  Special Warranty
  Deed

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Date of
  Document:

  	
   

  	
                   ,
  2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Grantor:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Grantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Legal
  description:

  	
   

  	
  See Exhibit A annexed to the document.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Reference(s) to
  Book(s) and Page(s): N/A

  



 









 



SPECIAL
WARRANTY DEED


	
  THIS SPECIAL WARRANTY DEED, made and entered into by
  and between 

  
	
                                                                                                                                                           ,
  as GRANTOR, whose address is

  
	
                                                                                                                                                                                                           
  and

  
	
                                                                                                                                                            ,
  as GRANTEE, whose address is

  



                                                                                                                                                .


WITNESSETH,
That Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration paid by Grantee to Grantor, the receipt
of which is hereby acknowledged, does by these presents BARGAIN AND SELL,
CONVEY AND CONFIRM unto Grantee that certain real estate situated in the City
of St. Louis, State of Missouri, and legally described in Exhibit A attached to
this Special Warranty Deed and by this reference made a part hereof (the “Property”).


SUBJECT,
HOWEVER, to the title and survey exceptions listed on Exhibit B attached to
this Special Warranty Deed and by this reference made a special part hereof,
Grantee hereby accepting and agreeing to the same by Grantee’s acceptance and
recordation of this Special Warranty Deed.


TO
HAVE AND TO HOLD the same, together with all rights and appurtenances to the
same belonging to the extent not encumbered, restricted or reserved as
contemplated by this Special Warranty Deed unto the Grantee and its successors
and assigns forever.


Grantor
hereby covenants that, except as noted above, that at the time of delivery of
this Special Warranty Deed the Property was free from all financial
encumbrances made by it and that Grantor shall and will WARRANT AND DEFEND the
title to the Property unto the Grantee and its successors and assigns forever,
against the lawful claims of all persons claiming by, through or under Grantor
but against none others.


EXECUTED
on the date set forth in the acknowledgment attached hereto to be effective as
of the                       
day of                            ,
2006.


[SIGNATURES APPEAR
ON THE FOLLOWING PAGE]









 



[SIGNATURE PAGE]


SPECIAL
WARRANTY DEED


	
   

  	
   

  	
  “Grantor”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Grantee”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


	
  STATE OF                                

  	
  )

  
	
   

  	
  )

  
	
                         
  OF                      

  	
  )

  
			



On
this       day of               ,
2006, before me appeared                      ,
to me personally known, who, being by me duly sworn did say that such person is
the                          
of                             ,
a                            
corporation and that said instrument was signed on behalf of said corporation,
by authority of its Board of Directors, and said person acknowledged said
instrument to be the free act and deed of said corporation.


IN TESTIMONY WHEREOF, I have hereunto set
my hand and affixed my official seal in the                   
and State aforesaid the day and year first above written.


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My Commission
  Expires: 

  	
   

  	
   

  
			










 



 


	
  STATE OF                                   

  	
  )

  
	
   

  	
  )

  
	
                         
  OF                        

  	
  )

  
			



On
this        day of                      ,
2006, before me appeared                         ,
to me personally known, who, being by me duly sworn did say that such person is
the                           
of                               ,
a                     
corporation and that said instrument was signed on behalf of said corporation,
by authority of its Board of Directors, and said person acknowledged said
instrument to be the free act and deed of said corporation.


IN TESTIMONY WHEREOF, I have hereunto set
my hand and affixed my official seal in the                  
and State aforesaid the day and year first above written.


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My Commission
  Expires: 

  	
   

  	
   

  
			



 















 


EXHIBIT A TO SPECIAL
WARRANTY DEED


LEGAL DESCRIPTION


Parcel No. 1:


All of City Block 275 of
the City of St. Louis, Missouri, bounded North by Pine Street, South by
Chestnut Street, East by 9th Street and West by 10th Street, together with the
East/West alley, 15 feet wide,
vacated by Ordinance No. 58327; also including that portion of 9th Street,
vacated by Ordinance 58538.


Parcel No. 2:


Sub-surface rights in
that part of 9th Street, vacated by Ordinance No. 58538, described as follows:


A portion of Ninth Street,
60 feet wide, adjacent to Block 275 of the City of St. Louis, Missouri, and
described as follows:


Commencing at the
Southeast corner of said Block 275; thence North 17 degrees 39 minutes 43
seconds East along the West line of said Ninth Street a distance of 8.26 feet
to the point of beginning of the herein described Parcel of land; thence
continuing North 17 degrees 39 minutes 43 seconds East along said West line a
distance of 221.23 feet to a point, said point being South 17 degrees 39
minutes 43 seconds West along said West line a distance of 4.51 feet from the
Northeast corner of said Block 275; thence leaving said West line and running
South 27 degrees 19 minutes 41 seconds East, 14.82 feet to a point; thence
South 17 degrees 40 minutes 19 seconds West, 210.75 feet to a point; thence
North 72 degrees 19 minutes 41 seconds West, 10.44 feet to the point of
beginning.


Parcel No. 3:


Sub-surface rights in
that part of 9th street, vacated by Ordinance No. 60476, described as:


The Sub-Surface Rights of
a portion of Ninth Street, 60 feet wide, in the City of St. Louis, Missouri,
lying below the existing surface, as now improved, and described as follows:


Beginning at a point on
the Southern line of Pine Street, 60 feet wide, at its intersection with the
Western line of Ninth Street, 60 feet wide, said point being the Northeast
corner of City Block 275; thence Eastwardly along the Southern of Pine Street,
60.0 feet to a point on the Eastern line of Ninth Street at the Northwest
corner of City Block 191; thence Southwardly along the Eastern line of Ninth
Street, 234.0 feet more or less, to its intersection with the Northern line of
Chestnut Street, 60 feet wide, at the Southwest corner of City Block 191;
thence Westwardly along the Northern line of Chestnut Street 60.0 feet to a
point on the Western line of Ninth Street at the Southeast corner of City Block
275; thence Northwardly along the Western line of Ninth Street, 234.0 feet,
more or less, to the point beginning.



 A-3-1














 


Parcel No. 4:


Sub-surface rights in
that part of 9th street, vacated by Ordinance No. 60600, described as:


A portion of Ninth
Street, 60 feet wide, in the City of St. Louis, Missouri, and described as
follows:


Beginning at a point on
the Northern line of Chestnut Street, 60 feet wide, at it’s intersection with
the Eastern line of Ninth Street, 60 feet wide, said point being the Southwest
corner of City Block 191, thence Westwardly along the Northern line of Chestnut
Street, 2.50 feet, to a point; thence Northwardly ad parallel with the Eastern
line of Ninth Street, 233.87 feet more or less, to a point on the Southern line
of Pine Street, 60 feet wide; thence Eastwardly along said Southern street
line, 2.50 feet, to it’s intersection with the Eastern line of Ninth Street, at
the Northwest corner of City Block 191; thence Southwardly along said Eastern
street line and along the western line of City Block 191, 233.87 feet to the
point of beginning.


Parcel No. 5:


Air-rights over 9th
street, as vacated by Ordinance No. 60477, described as:


Located in 9th Street, 60
feet wide between Blocks 275 and 191 of the City of St. Louis, Missouri, and
lying above a horizontal plane 86.00 feet above 0.00 on the St. Louis City
Datum, in the City of St. Louis, Missouri, and being described as follows:


Beginning at a point on
the Southern line of Pine Street, 60 feet wide, at its intersection with the
Western line of Ninth Street, 60 feet wide, said point being the Northeast
corner of City Block 275; thence Eastwardly along the Southern line of Pine
Street, 60.0 feet to a point on the Eastern line of Ninth Street at the
Northwest corner of City Block 191; thence Southwardly along the Eastern line
of Ninth Street, 234.0 feet, more or less, to its intersection with the
Northern line of Chestnut Street, 60 feet wide, at the Southwest corner of City
Block 191; thence Westwardly along the Northern line of Chestnut Street, 60.0
feet to a point on the Western line of Ninth Street at the Southeast corner of
City Block 275; thence Northwardly along the Western line of Ninth Street,
234.0 feet, more or less, to the point of beginning.


Tax ID # 0275-00-00131

Tax ID # 0275-00-00500

Tax ID # 0275-00-00600



 F-2
 






 



EXHIBIT B
TO SPECIAL WARRANTY DEED


PERMITTED
EXCEPTIONS


1.                          Zoning
and other ordinances.


2.                          Real
estate taxes for the year of Closing and thereafter.


3.                          Installments
of special taxes and assessments not required to be paid prior to the effective
date of this Deed.


4.                          Special
taxes and assessments becoming a lien on or after the effective date of this
Deed.


5.                          Visible
easements and all other matters that would be disclosed by a current survey of
the Property.


6.                          All
valid and enforceable City Ordinances and covenants, restrictions,
reservations, easements and other matters as shown on the public record.


7.                          Rights
of Grantor as tenant under the Lease of even date herewith between Grantor and
Grantee.



 F-3















FIRST AMENDMENT TO 909
CHESTNUT

REAL ESTATE SALE CONTRACT


THIS
FIRST AMENDMENT is dated effective as of this 17th day of November, 2006
(hereinafter referred to as “Amendment”) by and between Southwestern Bell Telephone, L.P., a Texas
limited partnership (“Seller”), and Inland
Real Estate Acquisitions, Inc., an Illinois corporation (“Purchaser”).
Capitalized terms not defined herein shall have the meanings specified in the
Agreement (as defined below).


W I T N E S S E T H:


WHEREAS,
Seller and Purchaser entered into a Real Estate Sale Contract, dated as of
November 3, 2006 (the “Agreement”) covering certain property at 909
Chestnut Avenue, in the City of St. Louis, as further described therein (the “Property”);
and


WHEREAS,
the Seller and Purchaser now wish to extend the “Inspection Period” as defined
under the Agreement in Section 1.05 thereof and make certain other changes as
set forth below.


NOW
THEREFORE, in consideration of ONE DOLLAR ($1.00) and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
said Agreement is hereby amended as follows:


1.                          The “Inspection
Period” as defined under Section 1.05 of the Agreement is hereby extended and
shall end as of 5 p.m. CST on Friday,
December 8, 2006, rather than on November 30, 2006.


2.                          In
Section 11.22 that date shown therein as “Thursday, November 30, 2006” is
deleted and replaced with “Friday, December 8, 2006”.


3.                          In
Section 11.12 the time of “7:00 p.m.” is deleted and replaced with “5:00 p.m.”.


4.                          Except
as expressly modified or amended herein, all other terms, provisions and
conditions of the Agreement shall remain in full force and effect. This
Amendment may be executed by facsimile signature and in counterparts, in which
case such faxed signatures shall be deemed originals and all such counterparts,
when taken together, shall be deemed a single instrument. An e-mail of this
signed amendment shall be deemed a facsimile signature.


[Signatures begin
on next page]









 



IN
WITNESS WHEREOF, the parties hereto, by their duly authorized representatives,
have signed this Amendment as the date and year first above written.


	
  Southwestern
  Bell Telephone, L.P.

  	
   

  	
  Inland
  Real Estate Acquisitions,

  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:

  	
  [ILLEGIBLE]

  	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
  Title:

  	
  [ILLEGIBLE]

  	
   

  	
   

  	
  Title:

  	
  [ILLEGIBLE]

  	
   

  
									



[Signature Page to
First Amendment to 909 Chestnut Real Estate Sale Contract]


Escrow Agent
Acknowledgement


 


	
  [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Sue Phillips

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Sue Phillips

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Escrow Manager

  	
   

  	
   

  	
  Date:

  	
  11/20/06

  	
   

  



 



 2















SECOND AMENDMENT TO 909 CHESTNUT

REAL ESTATE SALE CONTRACT


THIS
SECOND AMENDMENT is dated effective as of this 7th day of December, 2006
(hereinafter referred to as “Amendment”) by and between Southwestern Bell Telephone, L.P., a Texas
limited partnership (“Seller”), and Inland
Real Estate Acquisitions, Inc., an Illinois corporation (“Purchaser”).
Capitalized terms not defined herein shall have the meanings specified in the
Agreement (as defined below).


W I T N E S S E T H:


WHEREAS,
Seller and Purchaser entered into a Real Estate Sale Contract, dated as of
November 3, 2006, as amended by a First Amendment dated as of November 17, 2006
(as amended, the “Agreement”) covering certain property at 909 Chestnut
Avenue, in the City of St. Louis, as further described therein (the “Property”);
and


WHEREAS,
the Seller and Purchaser now wish to extend the “Inspection Period” as defined
under the Agreement in Section 1.05 thereof and make certain other changes as
set forth below.


NOW
THEREFORE, in consideration of ONE DOLLAR ($1.00) and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
said Agreement is hereby amended as follows:


1.         The “Inspection Period” as defined
under Section 1.05 of the Agreement is hereby extended and shall end as of 5 p.m. CST on Wednesday, December 13, 2006,
rather than on Friday, December 8, 2006 as provided under the First
Amendment.


2.         In Section 11.22 the date shown therein
as “Thursday, November 30, 2006”, which was deleted by the First Amendment and
replaced with Friday, December 8, 2006, is again deleted and replaced with “Wednesday,
December 13, 2006”.


3.         Except as expressly modified or amended
herein, all other terms, provisions and conditions of the Agreement shall
remain in full force and effect. This Amendment may be executed by facsimile
signature and in counterparts, in which case such faxed signatures shall be
deemed originals and all such counterparts, when taken together, shall be
deemed a single instrument. An e-mail of this signed amendment shall be deemed
a facsimile signature.


[Signatures begin on next page]









 



IN WITNESS WHEREOF, the
parties hereto, by their duly authorized representatives, have signed this
Amendment as the date and year first above written.


 


	
  Southwestern Bell Telephone, L.P.

  	
   

  	
  Inland Real Estate Acquisitions,

  Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
											



[Signature Page to Second
Amendment to 909 Chestnut Real Estate Sale Contract]


Escrow Agent
Acknowledgement:


First American Title
Insurance Company, as escrow agent under the Agreement, does hereby acknowledge
the foregoing Second Amendment.


 


	
  First American Title Insurance Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By;

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: December   , 2006

  	
   

  	
   

  	
   

  
							



 



 2














 


IN WITNESS WHEREOF, the
parties hereto, by their duly authorized representatives, have signed this
Amendment as the date and year first above written.


 


	
  Southwestern Bell Telephone, L.P.

  	
   

  	
  Inland Real Estate Acquisitions, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  FRANCIS C. BISHOP

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
  DIRECTOR TRANSACTION

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
											



[Signature Page to Second
Amendment to 909 Chestnut Real Estate Sale Contract]


Escrow Agent
Acknowledgement:


First American Title
Insurance Company, as escrow agent under the Agreement, does hereby acknowledge
the foregoing Second Amendment.


 


	
  First American Title Insurance Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: December   , 2006

  	
   

  	
   

  	
   

  
							



 



 2














 


IN
WITNESS WHEREOF, the parties hereto, by their duly authorized representatives,
have signed this Amendment as the date and year first above written.


 


	
  Southwestern Bell Telephone, L.P.

  	
   

  	
  Inland Real Estate Acquisitions, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
											



[Signature Page to Second
Amendment to 909 Chestnut Real Estate Sale Contract]


Escrow Agent
Acknowledgement:


First American Title
Insurance Company, as escrow agent under the Agreement, does hereby acknowledge
the foregoing Second Amendment.


	
  First American Title
  Insurance Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ Sue Phillips

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Sue Phillips

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: December 7, 2006

  	
   

  
					



 



 2














 


FOURTH AMENDMENT TO 909 CHESTNUT

REAL ESTATE SALE CONTRACT


THIS
FOURTH AMENDMENT is dated effective as of this 19th day of December, 2006
(hereinafter referred to as “Amendment”) by and between Southwestern Bell Telephone, L.P., a Texas
limited partnership (“Seller”), and Inland
Real Estate Acquisitions, Inc., an Illinois corporation (“Purchaser”).
Capitalized terms not defined herein shall have the meanings specified in the
Agreement (as defined below).


W I T N E S S E T H:


WHEREAS,
Seller and Purchaser entered into a Real Estate Sale Contract, dated as of
November 3, 2006, as subsequently amended by a First, Second and Third
Amendment (as amended, the “Agreement”) covering certain property at 909
Chestnut Avenue, in the City of St. Louis, as further described therein (the “Property”);
and


WHEREAS,
the Seller and Purchaser now wish to extend the “Inspection Period” as defined
under the Agreement in Section 1.05 thereof and make certain other changes as
set forth below.


NOW
THEREFORE, in consideration of ONE DOLLAR ($1.00) and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
said Agreement is hereby amended as follows:


1.
The “Inspection Period” as defined under Section 1.05 of the Agreement is
hereby extended and shall end as of 5 p.m.
CST on Thursday, December 21, 2006, rather than on Tuesday,
December 19,2006 as provided under the Third Amendment.


2.
In Section 11.22 the date shown therein as “Tuesday, December 19,2006”, under
the Third Amendment, is deleted and replaced with “Thursday, December 21, 2006”.


3.
Except as expressly modified or amended herein, all other terms, provisions and
conditions of the Agreement shall remain in full force and effect. This
Amendment may be executed by facsimile signature and in counterparts, in which
case such faxed signatures shall be deemed originals and all such counterparts,
when taken together, shall be deemed a single instrument. An e-mail of this
signed amendment shall be deemed a facsimile signature.


[Signatures begin on next page]



   
 






 



IN WITNESS WHEREOF, the
parties hereto, by their duly authorized representatives, have signed this
Amendment as the date and year first above written.


	
  Southwestern Bell Telephone, L.P.

  	
   

  	
  Inland Real Estate Acquisitions, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
  [ILLEGIBLE]

  	
   

  
											



 


Escrow Agent
Acknowledgement:


First American Title
Insurance Company, as escrow agent under the Agreement, does hereby acknowledge
the foregoing Amendment.


	
  First American Title
  Insurance Company

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: December     ,
  2006

  	
   

  	
   

  	
   

  	
   

  
							



 



 2














 


IN WITNESS WHEREOF, the
parties hereto, by their duly authorized representatives, have signed this
Amendment as the date and year first above written.


	
  Southwestern Bell Telephone, L.P.

  	
   

  	
  Inland Real Estate Acquisitions, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Francis C.
  Bishop

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Francis C.
  Bishop

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
  Director -
  Transactions

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
											



 


Escrow Agent
Acknowledgement:


First American Title
Insurance Company, as escrow agent under the Agreement, does hereby acknowledge
the foregoing Amendment.


	
  First American Title
  Insurance Company

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sue Phillips

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Sue Phillips

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: December
  19, 2006

  	
   

  	
   

  	
   

  	
   

  
							



 



 2















THIRD AMENDMENT TO 909 CHESTNUT

REAL ESTATE SALE CONTRACT


THIS
THIRD AMENDMENT is dated effective as of this 13th day of December, 2006
(hereinafter referred to as “Amendment”) by and between Southwestern Bell Telephone, L.P., a Texas
limited partnership (“Seller”), and Inland
Real Estate Acquisitions, Inc., an Illinois corporation (“Purchaser”).
Capitalized terms not defined herein shall have the meanings specified in the
Agreement (as defined below).


W I T N E S S E T H:


WHEREAS,
Seller and Purchaser entered into a Real Estate Sale Contract, dated as of
November 3, 2006, as amended by a First Amendment dated as of November 17,
2006, and a Second Amendment dated December 7, 2006 (as amended, the “Agreement”
covering certain property at 909 Chestnut Avenue, in the City of St. Louis, as
further described therein (the “Property”); and


WHEREAS,
the Seller and Purchaser now wish to extend the “Inspection Period” as defined
under the Agreement in Section 1.05 thereof and make certain other changes as
set forth below.


NOW
THEREFORE, in consideration of ONE DOLLAR ($1.00) and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
said Agreement is hereby amended as follows:


1.
The “Inspection Period” as defined under Section 1.05 of the Agreement is
hereby extended and shall end as of 5 p.m.
CST on Tuesday, December 19, 2006, rather than on
Wednesday, December 13, 2006 as provided under the Second Amendment.


2.
In Section 11.22 the date shown therein as “Wednesday, December 13, 2006” under
the Second Amendment, is deleted and replaced with “Tuesday, December 19, 2006”.


3.
Except as expressly modified or amended herein, all other terms, provisions and
conditions of the Agreement shall remain in full force and effect. This
Amendment may be executed by facsimile signature and in counterparts, in which
case such faxed signatures shall be deemed originals and all such counterparts,
when taken together, shall be deemed a single instrument. An e-mail of this
signed amendment shall be deemed a facsimile signature.


[Signatures begin on next page]









 



 


IN WITNESS WHEREOF, the parties hereto, by their duly
authorized representatives, have signed this Amendment as the date and year
first above written.


	
  Southwestern Bell Telephone, L.P.

  	
   

  	
  Inland Real Estate Acquisitions, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Francis C. Bishop

  	
   

  	
  By:

  	
  illegible

  	
   

  
	
  Name:

  	
   

  	
  Francis C. Bishop

  	
   

  	
  Name:

  	
  illegible

  	
   

  
	
  Title:

  	
   

  	
  Director — Transactions

  	
   

  	
  Title:

  	
  illegible

  	
   

  



[Signature Page to Third Amendment
to 909 Chestnut Real Estate Sale Contract]


 


Escrow
Agent Acknowledgement:


First
American Title Insurance Company, as escrow agent under the Agreement, does
hereby acknowledge the foregoing Second Amendment.


	
  First American Title Insurance Company

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  December      , 2006

  



 



 2