**Exhibit10.441**

 

|                                  | Inland Real Estate Acquisitions,  Inc. |
|----------------------------------|----------------------------------------|
| 2901 Butterfield Road            |
| Oak Brook, IL 60523              |
| Phone: (630) 218-4948 Fax:  4935 |
| www.inlandgroup.com              |

 

| P.T. Gateway, Ltd.       |
|--------------------------|
| Attn: Frank Mihalopoulos | October 22, 2004 |
| 15900 Dooley Road        |
| Addison, Texas 75001     |

 

***Re:******                            ******GatewayStation Shopping CenterCollege Station, Texas***

 

Dear Frank:

 

Thisletter represents this corporation’s offer to purchase the Gateway StationShopping Center with 23,431 net rentable square feet, situated on approximately2.08 acres of land, located at 1501 University Drive at Loop 6, CollegeStation, TX. (see Exhibit B attached)

 

Theabove property shall include all the land and buildings and common facilities,as well as all personalty within the buildings and common areas, supplies, landscapingequipment, and any other items presently used on the site and belonging toowner, and all intangible rights relating to the property.

 

Thiscorporation or its affiliated nominee will consummate this transaction on thefollowing basis:

 

1.               Thetotal purchase price shall be **$6,300,443.00**all cash, plus or minus prorations, **with no mortgagecontingencies,** to be paid **at Closing**on or before December 15, 2004 (see Paragraphs 5, 11 and 13).

 

Purchasershall allocate the land, building and depreciable improvements prior toclosing.

* *

*2.**             *Seller represents and warrants (**to the best of the Seller’s knowledge**), that the above referencedproperty is leased to the tenants described on Exhibit A on triple net leasescovering the building and all of the land, parking areas, reciprocal easementsand REA/OEA agreements (if any), for the entire terms and option periods. Anyconcessions given to any tenants that extend beyond the Closing day shall besettled at Closing by Seller giving a full cash credit to Purchaser for any andall of those concessions.

 

3.               Sellerwarrants and represents (**to the best of the Seller’sknowledge**), that the property is free of violations, and theinterior and exterior structures are in a good state of repair, free of leaks,structural problems, and mold, and the property is in full compliance withFederal, State, City and County ordinances, environmental laws and concerns,and no one has a lease that exceeds the lease term stated in said leases, nordoes anyone have an option or right of first refusal to purchase or extendexcept for extension options expressly set forth in the leases, nor is thereany contemplated condemnation of any part of the property, nor are there anycurrent or contemplated assessments.

 

4.               Sellerwarrants and represents (**to the best of the Seller’sknowledge**), that during the term of the leases the tenants andguarantors are responsible for and pay all operating expenses relating to theproperty on a prorata basis, including but not limited to, real estate taxes, REA/OEAagreements, utilities, insurance, all common area maintenance, parking lot andthe building, etc.

 

|   | /s/ [ILLEGIBLE] |   |
|--------|-----------------|--------|

 

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*Gateway**Station Shopping CenterOctober 15, 2004*

 

Priorto closing, Seller shall not enter into or extend any agreements without Purchaser’sapproval and any contract presently in existence not accepted by Purchasershall be terminated by Seller. All work on the property shall be completed bySeller prior to Closing except for tenant improvements in the space subject tothe Earnout provisions of paragraph 14 hereof.

 

5.               Seller shall indemnify Purchaser with respectto and warrants and represents to Purchaser that Purchaser shall have noobligation whatsoever regarding the construction of the shopping center orplacing tenants into the rentable rental space.

 

Anyand all tenants and guarantors shall acknowledge in writing that they shalllook solely to the Seller, but not to the Purchaser and titleholder, foranything regarding the construction or improvements of the above-referenced shoppingcenter.

 

Sellershall indemnify and guarantee to absolutely pay any costs whatsoever tocomplete the construction of the above shopping center, including any costswhatsoever needed to place the tenants into their agreed space according toeach tenant’s lease which lease shall be subject to Purchaser’s approval.Further, Seller shall warrant that all construction (including tenantimprovements constructed by Seller) shall be free from defect for a period ofone year from Closing, and Seller shall promptly make any required repairs withrespect thereto or cause Seller’s contractors to do so pursuant to theirwarranties.

 

6.             Ten (10) days prior to closing Seller shallfurnish Purchaser with estoppel letters acceptable to Purchaser from alltenants and guarantors, if applicable.

 

7.               Seller is responsible for payment of any **leasing brokerage****fees**orcommissions which are due any leasing brokers for the existing leases statedabove or for the renewal of same.

 

8.               This offer is subject to Seller supplying to Purchaserprior to closing certificates of insurance from the tenants in the form andcoverage specified in their respective leases.

 

9.               Itis understood that Seller has in its possession Level 1 Environmental Reportswhich Seller will supply to Purchaser within 5 (five) days of its acceptancehereof. Said reports must be acceptable to Purchaser.

 

10.         The above sale of the real estate shall be consummated by conveyance ofa special warranty deed from Seller to Purchaser or its affiliated nominee,with the Seller paying any city, state, or county transfer taxes for theclosing, and Seller agrees to cooperate with Purchaser’s lender, if any, andthe money lender’s escrow. Seller will reserve a non-exclusive easement for thebenefit of Seller.  Home Depot and thedeveloper of the project for the construction, maintenance and reconstructionof a multi-tenant pylon sign to be located near the southwest corner of theproperty. The exact legal description of such easement will be agreed uponprior to the Initial Closing.

 

11.         The closing shall occur through Chicago Title & Trust Company, inChicago, Illinois with Nancy Castro as Escrowee, and Fidelity National TitleAgency, Inc. in Dallas, Texas, with Polly Kendall providing the title work andissuing the policy, on or before December 15, 2004, at which time title to theabove property shall be marketable; i.e., free and clear of all liens,encroachments and encumbrances other than those matters which are acceptable toor waived by Purchaser, and a Texas Form T-1**owner’s title policy (with owner’s comprehensive, survey, access andcontiguity endorsements), paid by Seller, shall be issued, with all warrantiesand representations being true now and at closing and surviving the closing fora period of two (2) years, and each party shall be paid in cash theirrespective credits, including, but not limited to, security deposits, rent andexpenses, with a proration of real estate taxes based on the most recent billor latest assessment, with a later reproration of taxes when the actual billsare received. In addition, Seller shall be solely responsible for all “rollback”taxes assessed against the Property before and after closing. At closing, nocredit will be given to Sellers for any past due, unpaid or delinquent rents; however,Purchaser shall remit to Seller, promptly after receipt of same, any such pastdue or delinquent rents that accrued before closing and are received by

 

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Purchaserafter closing provided that all such amounts received by Purchaser shall befirst applied to amounts due Purchaser.

 

12.         Neither Seller (Landlord) or any tenants andguarantor shall be in default on any lease or agreement at closing, nor isthere any pending or, to Seller’s knowledge, threatened litigation.

 

13.         Prior to closing, Seller shall furnish toPurchaser copies of all guarantees and warranties which Seller received fromany and all contractors and sub-contractors pertaining to the property. Thisoffer is subject to Purchaser’s satisfaction that all material guarantees andwarranties received by Seller are assignable and transferable to Purchaser.

 

14.         Thisoffer is subject to the property being 100% occupied at the time of closing,with all tenants occupying their space, open for business, and paying fullrent, including CAM, tax and insurance current, as shown on Exhibit Aattached.  In the event the property isless than 100% occupied, then the Purchaser and Seller agree that there shallbe an **Initial Closing**. The Initial Closingwill be based on the **Purchase Price/EarnoutFormula** which shall be **equal to** the actual**Base Minimum Rent, less** the amount, ifany, by which the pass-through amount paid by any tenant is less than 100% ofsuch tenant’s proportionate share; i.e.; **Slippage, divided by aBase Rent Divider of 8.0654%.**

 

TheSeller shall have 24 months **following the InitialClosing** to receive the balance of the potential Earnout at the **Earnout Closing(s)** provided they are successful in theleasing of the vacant space and each tenant shall have accepted their space “asis” and takes total possession, has opened for business and commences fullrental payments, including CAM, taxes an insurance on a prorata basis. It shallbe Seller’s responsibility and sole cost and expense for leasing out and payingall costs related to placing the tenants into their leasable space. EachEarnout Closing shall occur upon 10 days prior written notice to Purchaser; itbeing expressly understood that the Seller waives its right to the additionalEarnout if the final Seller’s notice has not been sent within 24 months afterthe Initial Closing date.

 

Sellershall be responsible on a monthly basis for all CAM, tax and insurance on aprorata basis for the space that is part of the Earnout formula until such timeas the Seller perfects the income for such space, but in no event, following 24months following the Initial Closing.

 

Notwithstanding anything to the contrary, all Earnout Closings must comply withall of the terms, requirements and conditions contained in this entireagreement. At the Initial Closing, Purchaser shall deliver an undertaking fromInland Western Real Estate Trust, Inc. guaranteeing Purchaser’s obligation withrespect to any potential Earnout.

 

Notwithstandinganything to the contrary the purchase price of $6,300,443.00 is the maximumpurchase price.

 

15.         Thereare no real estate brokerage commissions involved in this transaction.

 

16.         Fifteen(15) days prior to closing, Seller must provide the title as stated above and acurrent Urban ALTA/ACSM spotted survey in accordance with the minimum standarddetail requirements for ALTA/ACSM Land Title surveys jointly established andadopted by ALTA and ACSM in 1999 and includes all Table A optional surveyresponsibilities and acceptable to Purchaser and the title company.

 

17.         Selleragrees to immediately make available and disclose all information thatPurchaser needs to evaluate the above property, including all inducements,abatements, concessions or cash payments given to tenants, and for CAM, copiesof the bills. Seller agrees to cooperate fully with Purchaser and Purchaser’srepresentatives to facilitate Purchaser’s evaluations and reports, including atleast a one-year audit of the books and records of the property.

 

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Thisoffer is, of course, predicated upon the Purchaser’s review and writtenapproval of the existing ease, new lease, lease modifications (if any), alltenants correspondence. REA/OEA agreements, tenants and guarantors financialstatements, sales figures, representations of income and expenses made bySeller, site inspection, environmental, appraisal, etc.

 

If this offer is acceptable, please sign the original of this letterand initial each page keeping for your files and returning the original to meby **October 25, 2004**.

 
|               | Sincerely,                                 |
|--------------------|--------------------------------------------|
|               |                                       |
| ACCEPTED:          | **INLAND  REAL ESTATE ACQUISITIONS, INC.** |
|               | ** **                                 |
| P.T. GATEWAY, LTD. | ** **                                 |
|               | or nominee                                 |
| By:                | GP-PT Gateway, LLC,                        | ** ** |
|               | Its general partner                        | ** ** |
|               | By:                                        | /s/ [ILLEGIBLE] |   | ** ** |
|               |                                       | **/**s**/**Mark Youngman | ** ** |
| Date:              | 10/24/04                                   | Mark Youngman |
|               | Vice President                             |
|               | ** **                                 |
|               | ** **                                 |
|               | **/**s**/**G. Joseph Cosenza               | ** ** |
|               | G. Joseph Cosenza                          |
|               | Vice Chairman                              |
|                    |                                            |  |  |  |  |

 

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[SITE PLAN]

 

 

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