exv10w1






Exhibit 10.1




Feldman Mall Properties, Inc.

November 14, 2008

Page 1




November 14, 2008




Feldman Mall Properties, Inc. (“Feldman”)

1010 Northern Blvd., Suite 314

Great Neck, NY 11021




     Re: 6.85% Series A Cumulative Convertible Preferred Stock


Dear Gentlemen:





     This letter (the “Agreement”) represents the offer of Inland American Real Estate Trust, Inc.
(“Inland”) to assign and transfer to Feldman, all of Inland’s right, title and interest in and to
the 2,000,000 shares of Feldman 6.85% Series A Cumulative Convertible Preferred Stock, $.01 par
value per share, directly and beneficially owned by Inland (the “Preferred Stock”), in exchange for
the Real Property described below.



     Inland or its nominee and Feldman will consummate this transaction on the following basis:




	 	1.	 	Inland shall assign and transfer to Feldman all of Inland’s right, title and interest
in and to the Preferred Stock and in exchange, Feldman shall cause FMP Stratford LLC, FMP
Northgate LLC, FMP Denton LP, FMP Stratford JCP Parcel LLC and FMP Northgate Outparcel LLC,
each an indirect, wholly owned subsidiary of Feldman (each an “Owner” and collectively, the
“Owners”) to convey to Inland or its nominee all of each Owner’s right, title and interest
in and to those three (3) certain retail malls known as Stratford Square Mall, located at
199 South Gary Avenue, Bloomingdale, Illinois (including the parcel of land and
improvements thereon commonly referred to as the JC Penney Parcel) (“Stratford”), Northgate
Mall, located at 3700 Springdale Road, Cincinnati, Ohio (including the parcel of land and
improvements thereon commonly referred to as the Northgate Outparcel) (“Northgate”) and The
Golden Triangle Mall, located at 2201 Interstate 35 East South, Denton, Texas (“GTM”),
together with certain improvements situate thereon and more particularly described on
Exhibits “A-1”, “A-2”, and “A-3” to be attached hereto and hereby made a part hereof
following completion of the surveys described in Paragraph 32 below (each a “Real Property”
and collectively, the “Real Properties”), subject to the provisions of Paragraph 2
hereof, together with all right, title and interest of each Owner in and to (i) any land
lying in the beds of any streets, avenues, alleys or passages, open or proposed, bounding
or abutting each Real Property, drainage rights appurtenant to each Real Property, and any
easements, rights of way or passageways appurtenant to or benefiting




 









 





Feldman Mall Properties, Inc.

November 14, 2008

Page 2





	 	 	 	each Real Property, (ii) the leases and all related rights with respect to the tenants and
the occupancy of each Real Property as identified on the Rent Rolls (“Rent Rolls”)
attached as Exhibits “B-1”, “B-2”, and “B-3” to this letter (the “Leases”), (iii) all
tangible personal property owned by such Owner located on or used in connection with each
Real Property; (iv) with respect to Stratford, that certain Bloomingdale Stratford Square
Business District Redevelopment Agreement dated December 21, 2007, between the Village of
Bloomingdale and FMP Stratford LLC; and (v) all service contracts and agreements affecting
each Real Property to the extent expressly assumed by Inland or its nominee and all
permits, licenses, approvals, guaranties, claims, rights to payments, warranties and all
land use entitlements existing in connection with or benefiting all or any portion of each
Real Property to the extent transferable or assignable by such Owner. Each Owner agrees
that the acquisition of the Preferred Stock by Feldman in exchange for the Real Property
in the manner contemplated by this Agreement provides and confers on each Owner a direct
and substantial benefit.






	 	2.	 	Inland or its nominee shall take title to the Real Properties under and subject to the
liens, encumbrances and security interests of four (4) certain mortgages or deeds of trust
(collectively, the “Mortgages”), along with the various and sundry assignments, agreements
and other security instruments (together with the Mortgages, collectively, the “Security
Instruments”) collateralizing and securing four (4) certain notes (each a “Note” and
collectively, the “Notes”, or sometimes the “Debt”) identified as follows:






	 	(i)	 	Stratford — unpaid principal balance of $104,500,000.00 as of November 11,
2008, held by JP Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificate Series 2007-FL1, and collateralizing a Note in the
initial principal amount of $104,500,000.00;
	 
	 	(ii)	 	Northgate — unpaid principal balance of $76,077,229.73 as of November 11,
2008, held by Wells Fargo Bank, N.A., as trustee for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-CPN1 and collateralizing a Note in the initial principal
amount of $82,000,000.00; and
	 
	 	(iii)	 	GTM — unpaid principal balance of $27,750,000.00 as of November 11, 2008,
held by JP Morgan Chase Bank, and collateralizing two (2) Notes in the initial
principal amounts of $24,600,000.00 and $5,400,000.00.






	 	 	 	In connection with the transaction described herein, Inland or its nominee, at Closing,
shall assume and agree to be and become liable and obligated from and after Closing, for
payment and performance of [A] the nonrecourse “carve-out” type covenants attaching to the
Debt described in Paragraph 2(a) (i)-(iii) above, [B] all interest rate swaps pertaining
to the Debt and [C] all other guaranties of the Debt.
	 
	 	 	 	At Closing, Inland shall deliver to Feldman cash in the amount of $9,125,000.00, which
shall be allocated between “Cash Allocable to Cash” and “Cash Allocable to Trust




 









 





Feldman Mall Properties, Inc.

November 14, 2008

Page 3





	 	 	 	Preferred” as shown in the Table (as defined below), provided, however, that the amount of
cash to be delivered by Inland at Closing, and the allocation of such cash, shall be
subject to adjustment pending the outcome of Inland’s due diligence prior to Closing.






	 	 	 	Closing (as defined in Paragraph 23 below) shall take place on a date to be determined by
Inland and Feldman not earlier than November 20, 2008 or later than the later of (i)
December 30, 2008 or (ii) the Closing date as determined pursuant to the provisions of
Paragraph 23 hereof.
	 
	 	 	 	It is a condition precedent to Inland’s obligations to proceed to Closing that the first
mortgagees and second mortgagee (collectively, “Lender”) shall approve this transaction
and shall approve Inland or its nominee without recourse to Inland or such nominee. Such
approval shall be to the satisfaction of Inland, in Inland’s sole discretion. Any fees or
expenses incurred in obtaining said approvals shall be paid by Feldman or Owners. Except
with respect to a default under the Security Instruments for GTM (requiring the Owner of
GTM to remargin the loan underlying the Security Instrument for GTM), the Security
Instruments shall be current and without default at Closing. Inland’s obligation to
proceed to Closing shall be subject to Inland’s written approval of the Security
Instruments, in its sole discretion. Feldman and Owners shall work diligently and in good
faith in assisting Inland in obtaining each Lender’s approval and shall provide to Inland
and each Lender all documentation reasonably requested to facilitate such approval,
provided that Owners and Feldman shall have no further obligations under the Security
Instruments with respect to the Debt after Closing except for such matters which
traditionally survive the conveyance of real estate and assumption of debt, including, but
not limited to, continued obligations vis-à-vis existing environmental indemnity
agreements. Notwithstanding anything contained herein to the contrary, no Debt shall have
been used for the payment of obligations of Feldman with respect to other properties owned
by Feldman, its affiliates or joint venture partners, if any (“Non-Target Debt”). If
Non-Target Debt has been used, Inland shall have the right to immediately terminate this
Agreement or to seek an adjustment of the consideration to be paid by Feldman to Inland
for the Preferred Stock by the amount of the Non-Target Debt.
	 
	 	 	 	The parties agree that if, prior to the Closing Date, the parties are successful in their
efforts to negotiate with Lender any reduction in the amount of the Debt, or other
concessions with respect to the Debt, such reductions or concessions shall inure solely to
the benefit of Inland, and shall not in any way adjust or modify the amount of “Cash
Allocable to Cash”, “Cash Allocable to Trust Preferred” or any other amount under this
Agreement.
	 
	 	3.	 	Owners shall have the right to market said Real Properties, individually or
collectively, during the 60 days from the date of this Agreement or until Closing, if
sooner. If an Owner receives and accepts and closes on an offer for a Real Property that
is higher than the “Total Value of Each Real Property” allocated to such Real Property set forth




 









 





Feldman Mall Properties, Inc.

November 14, 2008

Page 4





	 	 	 	in the table (“Table”) below, then at the closing of such Real Property, such Owner shall
immediately pay or credit Inland with certain amounts set forth in the Table with respect
to each Real Property, in the following order: (i) to Inland, the break-up fee for its
due diligence (and Feldman and Owners agree that such break-up fee shall not be deemed a
penalty and shall not entitle Feldman and Owners to any credit), (ii) to the holder of any
trust preferred securities in Feldman or any affiliate thereof, the amount set forth in
the Table with respect to the “Cash Allocable to Trust Preferred,” and (iii) to Inland,
the amount set forth in the Table for “Application and Allocation for Purchase of
Preferred Stock”, which payment shall constitute a purchase by Feldman of such number of
shares of Preferred Stock equal to the quotient of such allocated amount divided by $.01.
In addition, Inland shall no longer be required to pay to Owners the amount of “Cash
Allocable to Cash” set forth in the Table with respect to such Real Property. Thereafter,
the total amount of Preferred Stock to be purchased by Feldman at Closing shall be reduced
by the amount of “Application and Allocation for Purchase of Preferred Stock” allocable to
said Real Property in the Table, this Agreement shall become null and void with respect to
such Real Property only.






	 	 	 	Notwithstanding anything contained herein to the contrary, for purposes of this Agreement,
generally, and for this Paragraph 3, in particular, the parties agree to allocate the
value of each Real Property as set forth in the Table below (except for the numbers
relative to the percentage allocable to each Real Property, each number shall be deemed to
reflect $), provided, however, that the parties may mutually adjust the amounts set forth
in the Table prior to Closing:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stratford	 	Northgate	 	GTM
	Debt
	 	 	104,500,000	 	 	 	76,077,230	 	 	 	27,750,000	 
	Cash Allocable to
Trust Preferred
	 	 	3,628,412	 	 	 	2,637,891	 	 	 	858,697	 
	Cash Allocable to
Cash
	 	 	1,018,502	 	 	 	740,461	 	 	 	241,038	 
	Application and
Allocation for
Purchase of
Preferred Stock
	 	 	27,099,607	 	 	 	19,506,149	 	 	 	3,394,244	 
	Total Value of Each
Real Property
	 	 	136,246,521	 	 	 	98,961,731	 	 	 	32,243,978	 
	Percentage allocable
to each Real
Property
	 	 	50.9	%	 	 	37	%	 	 	12.1	%
	Break-up Fee for
each Real Property
	 	 	509,000	 	 	 	370,000	 	 	 	121,000	 






 









 





Feldman Mall Properties, Inc.

November 14, 2008

Page 5






	 	 	 	Notwithstanding anything contained herein to the contrary, if Owners receive and accept an
offer for all Real Properties that is higher than the amount allocated to such Real
Properties in the Table, then Feldman shall immediately pay the following amounts in the
following order: (i) to Inland, $1,000,000.00 in break up fee for its due diligence, (ii)
to the holder of any trust preferred securities in Feldman or any affiliate thereof, up to
$7,125,000 (but in no event less than the amount required to redeem the entire trust
preferred stock outstanding) and (iii) to Inland, $50,000,000 in consideration for all of
the Preferred Stock. Thereafter, Inland shall have no further obligations with respect to
the payment of any cash to Owners, and this Agreement shall become null and void.
	 
	 	 	 	Further notwithstanding anything contained herein to the contrary, in the event Owners
exercise their rights under this Paragraph 3 with respect to some but not all of the Real
Properties, Owners agree not to sign off on any closing statement and close on the
conveyance with respect to any Real Property without first having obtained Inland’s prior
written approval, which approval may be withheld in Inland’s reasonable discretion.
	 
	 	4.	 	Feldman and Owners represent and warrant that the Real Properties are leased to the
tenants described on the Rent Rolls on net leases covering the building and all of the
land, parking areas, reciprocal easements and REA/OEA agreements (if any), for the entire
terms and option periods. Any concessions given to any tenants that extend beyond the
Closing shall be settled at Closing by Owners giving a full cash credit to Inland for any
and all of those concessions.
	 
	 	5.	 	Except for the ongoing monitoring and remediation of environmental issues with respect
to the BP site for Northgate, Feldman and Owners represent and warrant (to the best of
their knowledge), that the Real Properties are free of violations, and the interior and
exterior structures are in a good state of repair, free of leaks, structural problems, and
mold, and the Real Properties are in full compliance with Federal, State, City and County
ordinances, including ADA compliance and environmental laws, and no one has a lease that
exceeds the lease term stated in the Leases, nor does anyone have an option or right of
first refusal to purchase or extend, nor is there any contemplated condemnation of any part
of the Real Properties, nor are there any current or contemplated assessments. Feldman and
Owners represent and warrant that they have not received any written notice that the Real
Properties are not in compliance with Federal State, City and County ordinances, including
ADA compliance and environmental laws.






 











 





Feldman Mall Properties, Inc.

November 14, 2008

Page 6





	 	6.	 	Feldman and Owners represent and warrant, that during the term of the Leases the
tenants and guarantors are responsible for and pay all operating expenses relating to the
Real Properties on a prorata basis or otherwise in accordance with the terms of their
Lease, including but not limited to, real estate taxes, REA/OEA agreements, utilities,
insurance, all common area maintenance, parking lot and the building, etc.
	 
	 	7.	 	Prior to Closing, no Owners shall enter into or extend any leases or other agreements
without Inland’s approval, in its sole discretion (and such approval will be deemed given
if Inland does not disapprove such lease or other agreement within five (5) business days
following such Owners request for approval) and any contract presently in existence and not
accepted by Inland shall be terminated by Owners. Any work presently in progress on the
Real Properties shall be completed by Owners prior to Closing.
	 
	 	8.	 	Inland represents that as of the date of this Agreement and as of the Closing, it is
and will be the sole beneficial owner of the Preferred Stock, free and clear of all liens,
claims, security interests, encumbrances, transfer restrictions, options, charges, voting
trusts, voting agreements and restrictions of any nature whatsoever, other than as are
imposed under applicable securities laws or the Articles Supplementary respecting the
Preferred Stock.
	 
	 	9.	 	Inland has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the transaction contemplated by this
Agreement.
	 
	 	10.	 	Inland acknowledges that it has received such information as, in its judgment, is
necessary for it to make an informed decision to exchange the Preferred Stock for the Real
Properties. Inland has had access to and has reviewed all information concerning the
business, assets and financial condition of Feldman that a reasonable person would deem
relevant or appropriate to a determination whether to continue to engage in the
transactions contemplated hereby. Except as otherwise provided herein, Inland understands
and acknowledges that neither Feldman nor any of its affiliates, accountants, counsel or
other representatives makes or has made any representation or warranty, express or implied,
as to the accuracy or completeness of any of the information otherwise used by Inland in
making its decision to engage in the transaction contemplated hereby, nor will it have any
liability or responsibility to Inland for the accuracy or completeness of any such
information as it relates to the transaction contemplated herein, or relating to or
resulting from the use of such information as it relates to the transaction contemplated
herein by Inland or any errors therein or omissions therefrom, other than those expressly
set forth in this Agreement.
	 
	 	11.	 	Inland, in entering into this agreement, has not been induced by and has not relied
upon any written or oral representations, warranties or statements, whether expressed or
implied, made by Feldman or any Owner, or any agent, employee or representative of Feldman
or any Owner, with respect to the Real Properties, or any other matter





 









 










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November 14, 2008

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	 	 	 	affecting or relating to the transactions contemplated hereby, other than those expressly set
forth in this Agreement.






	 	12.	 	Feldman represents and warrants to Inland that after completion of the transactions
described in this Agreement, (i) Feldman will be able to pay indebtedness of Feldman as
such indebtedness becomes due in the usual course of business and (ii) Feldman’s total
assets will be more than the sum of Feldman’s total liabilities plus the amount that would
be needed, if Feldman were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of stockholders whose preferential rights on
dissolution are superior to those receiving the distribution. Feldman further represents
and warrants to Inland that Feldman: (a) has no current or accumulated earnings and
profits; (b) has made no redemptions of its securities during the last 12 months; (c) has
no current plan for future redemptions of its securities, other than redemptions of trust
preferred securities issued by a subsidiary trust of the operating partnership; and (d) has
no current plan to liquidate.
	 
	 	13.	 	It shall be a condition precedent to the obligations of Inland and Feldman to proceed
to Closing that at or prior to Closing, Feldman shall obtain and Feldman’s Board of
Directors shall be furnished with a fairness opinion (“Fairness Opinion”) mutually
acceptable to Feldman and Inland. Feldman shall cooperate with the giver of the Fairness
Opinion and shall use best efforts to comply with the requests of the giver of the Fairness
Opinion. The Fairness Opinion shall (a) be made out to Feldman’s Board of Directors; (b) be
given by Christenberry Collet of Kansas City, Missouri; and (c) shall expressly provide
that it may be relied upon by Inland. Christenberry Collet shall carry professional
liability insurance of not less than $1,000,000.
	 
	 	14.	 	It shall be a condition precedent to the obligations of Inland and Feldman to proceed
to Closing that at or prior to Closing, Feldman shall have received (and provided Inland a
copy of) which shall be (a) addressed to Feldman (b) shall be in form and content
acceptable to Feldman and Inland, and (c) shall expressly provide that it may be relied
upon by Inland, to the effect that Feldman shall be solvent immediately following
completion of Closing (“Solvency Opinion”). Feldman shall cooperate with the giver of the
Solvency Opinion and shall use best efforts to comply with the requests of the giver of the
Solvency Opinion.
	 
	 	15.	 	It shall be a condition precedent to Inland’s obligation to proceed to Closing that at
Closing, Inland shall have received (a) an opinion from Venable LLP in the form attached as
Exhibit C; and (b) an opinion from Clifford Chance LLP (the “Clifford Opinion”), acceptable
to Inland in its sole discretion, expressly stating that the execution and delivery of this
Agreement by Feldman and Owners and the performance by Feldman and the Owners of their
respective obligations under this Agreement (i) will not constitute a breach or default
under any contract, mortgage, agreement or other document or instrument to which to which
Feldman any Owner is a party (other than service contracts, tenant leases, the Security
Instruments and the Notes and other than such documents which require the payment or the
expenditure of any sum of money in





 









 










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November 14, 2008

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	 	 	 	excess of $50,000 during any calendar year) (collectively, the “Reviewed Agreements”) or
(ii) conflict with or result in a breach or default under any judgment, order, writ or
decree of any court or governmental authority binding on Feldman or any Owner or to which
Feldman or any Owner is subject and which is of specific application to Feldman or any
Owner. A list of the Reviewed Agreements will be annexed to the Clifford Opinion. The
Clifford Opinion shall be based solely on New York law.






	 	16.	 	It shall be a condition precedent to Feldman and Owners obligation to proceed to
Closing that at Closing, Feldman and Owners shall have received an opinion (which may be by
Inland’s in-house counsel and which may assume that the laws of the state of Maryland are
identical to the laws of the state of Illinois) that: (a) Inland is duly organized, validly
existing and in good standing under the laws of its state of organization; (b) Inland has
the power and authority to execute this Agreement and any closing documents to which it is
a party; (c) each of Inland’s nominees are duly organized, validly existing and in good
standing under the laws of its state of organization and qualified to do business in the
state where its respective Real Property is located; and (d) each of Inland’s nominees have
the power and authority to execute any closing documents to which it is a party.
	 
	 	17.	 	It shall be a condition precedent to Inland’s obligation to proceed to Closing that ten
(10) days prior to Closing, Owners shall furnish Inland with estoppel letters acceptable to
Inland from (a) not less than 75% of all tenants overall, (b) not less than 100% of tenants
occupying each in excess of 5,000 gross leasable square feet, (c) guarantors, and (d)
parties to reciprocal and/or operating easement agreements, if applicable.
	 
	 	18.	 	Feldman and Owners represent and warrant that there are no unrecorded agreements
affecting the Real Properties, except as follows: (a) lease agreements with respect to
tenants currently leasing space in the Real Properties and identified on the Rent Rolls;
(b) service contracts with vendors providing services to or at the Real Properties; and (c)
that certain Promissory Note dated March 19, 2008 in the amount of $200,000 from FMP
Denton, LP made payable to Colter’s Restaurants, Ltd. Feldman and Owners further represent
and warrant that the execution of this Agreement, the consummation of the transactions
contemplated by this Agreement and the performance of this Agreement by Feldman and Owners:
(i) will not violate, conflict with or result in any breach of any charter, bylaws,
partnership agreement, limited liability company agreement or similar agreement applicable
to Feldman and Owners; (ii) will not violate, conflict with or result in a breach, default
or termination or give rise to any right of termination, cancellation or acceleration of
the maturity or other payment date of any of any agreement to which Feldman or Owners are a
party, other than tenant Leases for each Real Property, the Security Instruments and the
Notes; (iii) will not violate any order, writ, injunction, decree applicable to Feldman,
any Owner or the Real Properties; and (iv) will not result in the creation of any claims
against the Real Properties which will not be discharged on or before Closing.






 











 





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	 	19.	 	Owners are responsible for payment of any fee or commissions in any way related to this
Agreement or the consummation of the transactions contemplated herein.
	 
	 	20.	 	It is a condition precedent to Inland’s obligation to proceed to Closing that each
Owner shall have delivered to Inland prior to Closing all certificates of insurance from
the tenants which are in such Owner’s possession.
	 
	 	21.	 	Owners shall deliver to Inland within five (5) days of execution of this Agreement,
copies of all previous, existing environmental reports for the Real Properties. This offer
is subject to Inland obtaining, prior to Closing, a separate Phase I environmental report
for each Real Property which must meet the ASTM E-1527-05 standard, fulfill the Government
AAI ruling requirements, and be acceptable to Inland, and paid for by Inland. If
determined by Inland or Lender that a separate Phase II environmental report (“Phase II”)
is needed with request to a Real Property, the Owner of such Real Property shall be given
an opportunity to review the scope of the proposed Phase II and to review and approve it in
its reasonable discretion. If the Owner of such Real Property, in the exercise of such
reasonable discretion, does not approve of the scope of a proposed Phase II, then Inland
may, in its sole discretion, elect to exclude such Real Property from this transaction, and
the provisions of Paragraph 3 shall apply as if such Owner had conveyed such Real Property
to a third party.
	 
	 	22.	 	At Closing, each Owner shall convey its Real Property to Inland or its nominee by full
warranty deed from the applicable Owner, with any city, state, or county transfer taxes for
the Closing being paid by such Owner, and Owners agree to cooperate with Inland’s lender,
if any, and the money lender’s escrow.
	 
	 	23.	 	The closing (“Closing”) shall occur through Chicago Title & Trust Company, in Chicago, Illinois
with Nancy Castro as Escrowee, 60 days from full execution of this Agreement, or such
earlier time as may be agreed to by the parties, at which time title to the Real Properties shall
be marketable; i.e., free and clear of all liens, encroachments and encumbrances, other than the
lien of taxes not yet due and payable, the lien of the Security Instruments, and the Leases (the
“Permitted Exceptions”), and a separate ALTA form B owner’s title policy for each Real Property
with complete extended coverage and required endorsements, waiving off all construction, including
3.1 zoning including parking and loading docks, and insuring all improvements as legally conforming
uses and not as non-conforming or conditional uses, paid by Feldman (except that for Ohio, the
premium for the foregoing policy and endorsements shall be split equally between Feldman and
Inland), shall be issued, with all warranties and representations being true now and at Closing and
surviving the Closing, and each party shall be paid in cash their respective credits, including,
but not limited to, security
deposits, rent and expenses, interest in arrears (if any) with a proration of real estate taxes
based (at Inland’s option) on the greater of 110% of the most recent bill or latest
assessment, or the estimated assessments for 2007 and 2008 using the Assessor’s formula for
the transactions contemplated by this Agreement, with a later reproration of taxes when the
actual bills are received. At Closing, no credit will be given to Owners




 









 











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for any past due,
unpaid or delinquent rents. Notwithstanding anything in this Agreement to the contrary, at
any time until Closing, Inland shall have the right to terminate this Agreement, in its
sole and absolute discretion, by providing notice of such termination to Feldman and
Owners. Further, if Inland is unable to obtain each Lender approval with respect to the
assumption of the Debt, such assumption of Debt to be to the satisfaction of Inland, as
determined in Inland’s sole and absolute discretion, within said 60 days’ period, Closing
shall be postponed until such time as Inland shall have obtained the approval from each
Lender to close simultaneously with balance of the transactions contemplated by this
Agreement. Notwithstanding anything contained herein to the contrary, Feldman and Owners
agree not to sign off on any closing statement without having obtained Inland’s prior
written approval, which approval may be withheld in Inland’s sole discretion.




	 	24.	 	Feldman and Owners shall deliver to Inland within five (5) days of execution of this
Agreement, copies of any previous appraisals for the Real Properties. Inland’s obligation
to proceed to Closing is subject to Inland obtaining, prior to Closing, a separate updated
appraisal for each Real Property, which must be acceptable to Inland and Lender and paid
for by Inland. In addition, at Inland’s sole option, Inland may order an engineering
report for the Real Properties if required and shall be paid for by Inland on or before
Closing.
	 
	 	25.	 	It is a condition precedent to Inland’s obligation to proceed to Closing that, except
for (a) the arbitration proceeding between FMP Stratford LLC and Century Theaters, (b) that
certain lawsuit filed by Stewart Danko and (c) that certain lawsuit filed by Ashley
Luciani, in each case with respect to Stratford, neither Feldman, the Owners or any entity
affiliated, owned, controlled or in control of Feldman or Owners, nor any tenant and
guarantor shall be in default on any lease or agreement at Closing, nor is there any
threatened or pending litigation. Feldman and Owners represent and warrant to Inland that
except as disclosed above in this Paragraph, that there is no threatened or pending
litigation against Feldman, Owners or the Real Property of which they are aware or
regarding which they have received any notification, whether written or otherwise.
	 
	 	26.	 	Feldman warrants and represents that it has paid all unemployment taxes to date.
	 
	 	27.	 	After the date hereof, Feldman and Owners shall at all times carry on their business
with respect to themselves and the Real Properties in the ordinary course of business.
	 
	 	28.	 	After the date hereof, Feldman and Owners shall immediately advise Inland of any event
of default, defaults, notices of the foregoing or other events which will lead to an
impairment of Feldman, Owners or the Real Properties.
	 
	 	29.	 	After the date hereof, neither Feldman nor Owners shall incur any additional debt with
respect to Feldman, Owners or the Real Properties.





 









 










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	 	30.	 	Prior to Closing, Owners shall furnish to Inland copies of all guaranties and
warranties which Owners received from any and all contractors and sub-contractors
pertaining to the Real Properties. Inland’s obligation to proceed to Closing is
conditioned upon Inland’s satisfaction that all guaranties and warranties survive the
Closing and that all such guaranties and warranties which are assignable shall be assigned
and transferred to Inland at Closing.
	 
	 	31.	 	Inland’s obligation to proceed to Closing is conditioned upon the Real Properties
having no less occupancy at the time of Closing than is exhibited on the Rent Rolls, with
all tenants occupying their space, open for business, and paying full rent current
including CAM, tax and insurance as shown on the Rent Rolls.
	 
	 	32.	 	Fifteen (15) days after the date of this Agreement, Inland shall provide commitments to
insure title to the Real Properties along with a separate current Urban ALTA/ACSM spotted
survey for each Real Property, paid by Inland, in accordance with the minimum standard
detail requirements for ALTA/ACSM Land Title surveys jointly established and adopted by
ALTA and NSPS in 2005 and includes all outlots and all Table A optional survey
responsibilities and acceptable to Inland and the title company. Notwithstanding the
foregoing to the contrary, Inland has ordered and will pay for such surveys.
	 
	 	33.	 	Feldman and Owners agree to immediately make available and disclose all information
that Inland needs to evaluate the Real Properties, including all inducements, abatements,
concessions or cash payments given to tenants, and for CAM, copies of the bills. Prior to
and following Closing, Feldman and Owners agree to cooperate fully with Inland and Inland’s
representatives to facilitate Inland’s evaluations and reports, including at least a
one-year audit of the books and records of the Real Properties to be performed at Inland’s
sole cost and expense; provided, however that the audit requirement specified above shall
not be a condition to Closing.
	 
	 	34.	 	This Agreement shall be governed by the laws of the state of Maryland, except that with
respect to any real estate matters involving the Real Properties, the laws of the state
where such Real Property is located shall govern.
	 
	 	35.	 	It is a condition precedent to Feldman’s obligation to proceed to Closing that this
transaction be approved by the Board of Directors of Feldman. It is a condition precedent
to Inland’s obligation to proceed to Closing that this transaction be approved by the Board
of Directors of Inland.





     If this offer is acceptable, please sign the original of this letter and initial each page,
keeping copies for your files and returning the original to me within 7 days from the date hereof.
If this offer is not accepted by Feldman and Owners within seven (7) days, this offer is deemed to
be revoked, and any purported acceptance of it by Feldman or Owners thereafter shall be considered
a counter-offer by Feldman or Owners that will then be subject to the subsequent written acceptance
of Inland. Notwithstanding the foregoing 7-day offer acceptance period,




 











 





Feldman Mall Properties, Inc.

November 14, 2008

Page 12



Inland reserves the right to revoke this offer at any time prior to the expiration of said 7-day
offer acceptance period, in which case, this offer shall become null and void.




Sincerely,




ACCEPTED:




	 	 	 	 	 	 	 	 	 
	FELDMAN MALL PROPERTIES, INC.	 	INLAND AMERICAN REAL ESTATE
TRUST, INC., 
or nominee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	/s/ Thomas E. Wirth	 	/s/ G. Joseph Cosenza	 	 
	 

	 	Name:
	 	Thomas E. Wirth
	 	G. Joseph Cosenza	 	 
	 

	 	Title:
	 	President and Chief Financial Officer
	 	Authorized Agent	 	 
	 

	 	Date:
	 	November 14, 2008	 	 	 	 






	 	 	 	 	 
	FMP STRATFORD LLC

 	 	 
	By:  	/s/ Thomas E. Wirth
 	 	 
	 	Name:  	Thomas E. Wirth 	 	 
	 	Title:  	Vice President
 	 	 
	 	Date:  	November 14, 2008 	 	 
	 
	FMP STRATFORD JCP PARCEL LLC

 	 	 
	By:  	/s/ Thomas E. Wirth
 	 	 
	 	Name:  	Thomas E. Wirth 	 	 
	 	Title:  	Vice President
 	 	 
	 	Date:  	November 14, 2008 	 	 
	 
	FMP NORTHGATE LLC

 	 	 
	By:  	/s/ Thomas E. Wirth
 	 	 
	 	Name:  	Thomas E. Wirth 	 	 
	 	Title:  	Vice President
 	 	 
	 	Date:  	November 14, 2008
 	 	 
	 



 









 





Feldman Mall Properties, Inc.

November 14, 2008

Page 13




	 	 	 	 	 
	FMP NORTHGATE OUTPARCEL LLC

 	 	 
	By:  	/s/ Thomas E. Wirth
 	 	 
	 	Name:  	Thomas E. Wirth 	 	 
	 	Title:  	Vice President
 	 	 
	 	Date:  	November 14, 2008
 	 	 
	 
	FMP DENTON LP

 	 	 
	By:  	/s/ Thomas E. Wirth
 	 	 
	 	Name:  	Thomas E. Wirth 	 	 
	 	Title:  	Vice President
 	 	 
	 	Date:  	November 14, 2008