Exhibit 10.15


 


McKesson Distribution Center


Conroe, Texas


Amendment to Agreement


 


AMENDMENT
TO AGREEMENT


 


THIS
AMENDMENT TO AGREEMENT (the “Amendment”) is made and entered into as of the 19th of October, 2005, by and between Coaroe
Distribution BTS, LP (“Seller”) and Inland Real Estate Acquisitions, Inc., an Illinois
corporation (“Purchaser”).


 


W I T N E S S E T H:


 


WHEREAS,
Seller and Purchaser entered into that certain Earnest Money Contact dated September 16,
2005, (collectively “the Agreement”), for the sale and purchase of the property
commonly known as McKesson Distribution Center located in Conroe, Texas as
legally described by the Agreement (the “Property”).


 


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


 


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


 


1.     The first paragraph of Section 6 of the
Agreement is hereby amended and restated as follows: “The closing of the sale
(the “Closing”) shall take place at the Title Company on November 2, 2005
subject to Purchaser’s receipt of the Completion Evidence no later than November 1,
2005.”


 


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


 


Except as modified herein and as previously amended, the Agreement
shall remain unmodified and in full force and effect.


 


[THE BALANCE OF THIS PAGE HAS
BEEN INTENTIONALLY LEFT BLANK]


 





















 


	
  PURCHASER:

  	
  Inland
  Real Estate Acquisitions, Inc.,

  
	
   

  	
  an Illinois
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lou
  Quilici

  	
   

  
	
   

  	
  Title:

  	
  S V P

  	
   

  
	
   

  	
  Name:

  	
  Lou Quilici

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SELLER:

  	
  CONROE DISTRIBUTION BTS, LP

  
	
   

  	
   

  
	
   

  	
  By: Conroe Distribution
  GP, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ James M. Casey

  	
   

  
	
   

  	
  Name:

  	
  James M. Casey

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
								



 


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EARNEST MONEY CONTRACT


 


1.             PARTIES:
In this Earnest Money Contract (this “Contract”) CONROE DISTRIBUTION
BTS, LP, a Texas limited partnership (“Seller”) agrees to sell and convey to
INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Buyer”)
and Buyer agrees to buy from Seller the Property for the consideration and upon
and subject to the terms, provisions, and conditions hereinafter set forth.


 


Buyer
acknowledges and agrees that 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 this 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 nor Buyer any rights with respect hereto, unless and until Seller
has executed and delivered this Contract to the Buyer and the Title Company
(hereinafter defined).


 


2.             PROPERTY: The parcel of real property (the “Land”) described on Exhibit A
hereto, together with all buildings, improvements, fixtures, and all property
of every kind and character and description owned by Seller located on,
attached to, or used in connection with the Land (the “Improvements”); together
with all of Seller’s rights, titles, and interests in and to all privileges,
and appurtenances pertaining thereto including any right, title and interest of
Seller in and to the McKesson Lease (hereinafter defined), adjacent streets,
alleys, or rights-of-way, Seller’s interest in and to any and all assignable
licenses and permits with respect to the Land, and Seller’s interest in any and
all assignable warranties or guaranties relating to the Land, the Improvements,
or to any tangible personal property and fixtures located on, attached to, or
used in connection with the Land (provided, that, in no event shall the “Property”
include any cash or bank accounts of Seller); the Land and all of the above
herein collectively called the “Property”.


 


3.             CONTRACT SALES PRICE: The total sales
price (“Sales Price”) for the Property shall be the sum of $9,764,466.66 to be
paid at Closing (defined below) in cash.


 


4.             MCKESSON LEASE;
COMPLETION OF CONSTRUCTION:


 


a.             The term “McKesson Lease” as used in this
Contract means and refers to that certain Lease executed by and between Seller,
as landlord, and McKesson Corporation (“McKesson”) as tenant and dated December 2,
2004. Promptly following the date hereof, Seller shall deliver to Buyer a true,
correct and complete copy of the McKesson Lease, together with any and all
amendments thereto, if any.


 


b.             Seller has advised Buyer that as of the
Effective Date (defined below on the page entitled “Earnest Money Receipt”)
Seller, in its capacity as landlord under the McKesson Lease, has achieved
Substantial Completion of Shell Construction (as defined in the McKesson Lease)
and, in furtherance thereof, has delivered to Buyer a copy of the executed
Declaration of Lease Commencement (as defined in the McKesson Lease).
Notwithstanding any contrary provision of this Contract, it


 


1





















 


shall be a condition to
Buyer’s obligation to consummate the purchase and sale hereunder that Seller
has provided to Buyer the Completion Evidence (defined below) prior to October 31,
2005 (herein called the “Outside Date”). If Seller has failed to deliver Buyer
the Completion Evidence by the Outside Date, Buyer shall have the right and
option to terminate this Contract by written notice provided to Seller at any
time thereafter and prior to the date upon which Seller has delivered to Buyer
the Completion Evidence; provided, that if Buyer has not waived in writing such
termination right on or prior to November 4, 2005, Buyer
shall be deemed to have terminated this Contract. If Buyer waives such
termination right, Buyer shall proceed to Closing (defined below) and,
notwithstanding any contrary provisions of this Contract, the Closing shall
occur on the fifth (5th) business day following such waiver, without
reduction in the Sales Price. If Buyer terminates this Contract pursuant to
this paragraph, Buyer shall, as its sole and exclusive remedies on account
thereof, be entitled to an immediate return of the Earnest Money (hereinafter
defined) from the Title Company and neither party hereto shall have any further
rights, duties or obligations one to the other hereunder.


 


The term “Completion
Evidence” means and refers to delivery to Buyer (a) of a completed and
signed Certification of Substantial Completion (as defined in the McKesson
Lease), (b) of a completed and signed Declaration of Lease Commencement
(Buyer hereby acknowledges receipt of the same), (c) reasonable evidence
that all leasing commissions and tenant improvement allowances accrued and/or
due and payable by Seller by reason of the McKesson Lease have been paid in
full, (d) McKesson is in occupancy of the premises leased under the
McKesson Lease, is receiving inventory at the leased premises, and has received
a final or permanent certificate of occupancy therefor, (e) McKesson has
paid the first installment of rent due under the McKesson Lease and Seller has
delivered Buyer reasonable evidence thereof, and (f) Seller has delivered
to Buyer an estoppel certificate from McKesson dated no earlier than October 1,
2005, which certificate shall conform to the provisions of Section 35.1 of
the McKesson Lease.


 


5.             EARNEST MONEY: Concurrent
herewith, Buyer has delivered to Chicago Title Insurance Company, 171 North
Clark Street, Chicago, Illinois 60601, Attention: Ms. Nancy Castro,
Assistant Vice President, Telephone No.: 312/223-2709 (the “Title Company”)
$250,000 in cash (the “Initial  Earnest Money”) as earnest money.
Provided this Contract is not sooner terminated, prior to the expiration of the
Feasibility Period (defined below), Buyer shall deliver to the Title Company as
additional earnest money the sum of $750,000 in cash (the “Additional
Earnest Money”; the Initial Earnest Money and the Additional Earnest Money,
or so much thereof as is required to be on deposit at the time in question, is
herein called the “Earnest Money”). At Closing, the Earnest Money shall
be applied to the Sales Price. Notwithstanding anything contained herein to the
contrary, should this Contract terminate for any reason and Buyer be entitled
to a return of the Earnest Money, One Hundred Dollars ($100,00) (“Independent
Contract Consideration”) of the Earnest Money shall be non-refundable and
shall be paid over to and retained by Seller as independent consideration for
the execution and delivery of this Contract and for the inspection rights and
options granted to Buyer herein. Buyer hereby acknowledges that any refund of
the Earnest Money provided in this Contract shall be reduced by the Independent
Contract Consideration. Failure by Buyer to deliver the


 


2





















 


Initial
Earnest Money concurrent with the delivery hereof to the Title Company shall
render this Contract voidable at the option of the Seller exercised at anytime
prior to the date the Initial Earnest Money is actually delivered to the Title
Company. Provided this Contract has not been terminated prior to the expiration
of the Feasibility Period, failure to deliver the Additional Earnest Money
prior to the expiration of the Feasibility Period shall constitute default
hereunder by Buyer.


 


6.             CLOSING: The closing of the sale (the “Closing”)
shall take place at the Title Company on the later to occur of (x) October 26,
2005 or (y) fifth business day following the delivery of the Completion
Evidence (the date upon which the Closing actually occurs is herein referred to
as the “Closing Date”). The Closing shall occur at 1:00 p.m.,
Houston, Texas local time.


 


A.            At the Closing (or in the case of the Title
Policy [hereinafter defined] within twenty (20) days after Closing), Seller
shall deliver to Buyer, at Seller’s sole cost and expense, the following:


 


(1)           A duly executed and
acknowledged deed (the “Deed”) in the form of Exhibit B
conveying the Land and Improvements, free and clear of any and all liens,
encumbrances, conditions, easements, assessments, reservations and restrictions,
except for the Permitted Exceptions (hereinafter defined);


 


(2)           An Owner Policy of Title Insurance (the “Title
Policy”), issued by the Title Company in the full amount of, in the
aggregate, the Sales Price, dated as of the Closing Date, insuring Buyer’s fee
simple title to the Land to be good and indefeasible subject only to the
Permitted Exceptions. The Title Policy shall also be subject to the standard
printed exceptions contained in the base, standard Texas form of the Title
Policy and shall be issued in the Texas standard form (Form T-l);


 


(3)           A bill of sale (the “Bill of Sale”) in
the form of Exhibit C attached hereto conveying Seller’s interests
in all personal property on the Land;


 


(4)           Execute an assignment and assumption agreement with respect to the McKesson
Lease (the “Assignment of Lease”) in the form of Exhibit D attached
hereto, whereby Seller assigns all of its rights and interests therein to Buyer
and Buyer assumes Seller’s obligations accruing on or after the Closing under
the McKesson Lease;


 


(5)           A non-foreign affidavit in the form of Exhibit E attached
hereto;


 


(6)           Execute a blanket conveyance and assignment in the form of Exhibit F
attached hereto transferring to Buyer all of Seller’s rights and interests in assignable
warranties and other property described therein including an assignment of the
warranty: (i) of the roof of the Improvements, and (ii) from the general contractor
under the general construction contract


 


3





















 


pursuant to
which the Improvements were constructed (collectively, the “Warranties”);


 


(7)           The
Tax Abatement Confirmation Letters (defined below in Section 27);


 


(8)           Evidence
of its capacity and authority for the Closing of this transaction; and


 


(9)           All
other documents necessary to close this transaction.


 


B.            At
the Closing, at Buyer’s sole cost and expense, Buyer shall:


 


1)             Pay
to Seller the Sales Price in cash;


 


2)             Execute
and deliver the Assignment of Lease;


 


3)             Execute
all other documents necessary to close this transaction; and


 


4)             Execute
and deliver to Seller the Certificate of Buyer attached as Exhibit G
hereto and hereby made a part hereof.


 


7.             FEASIBILITY STUDY AND INSPECTION: After
the Effective Date, Buyer is granted the right to conduct a physical inspection
and study of the Property during normal business hours. Buyer shall have until
5:00 p.m., on the first day following the thirtieth (30th) day
following the Effective Date (said 30-day period is herein referred to as the “Feasibility
Period”) to perform such inspection and in this regard, Buyer or his
designated agents may, upon not less than 24 hours prior notice to Seller,
enter upon the Property (so long as Buyer permits Seller to accompany Buyer
during such inspections) for purposes of such inspection which may be deemed
necessary by Buyer, subject to the provisions of the immediately following
paragraph hereof. If Buyer determines that the Property is not suitable for any
reason for Buyer’s intended use or purpose, or for any or no reason Buyer
elects not to proceed with the purchase of the Property, then Buyer may, by
written notice to Seller, on or before the expiration of the Feasibility
Period, terminate this Contract, in which event this Contract shall terminate,
and neither party shall have any further rights, duties or obligations
hereunder, and the Earnest Money shall immediately be returned to Buyer. If the
written notice described in the preceding sentence is not given to Seller prior
to the expiration of the Feasibility Period, then the conditions of this Section 7
shall be deemed to have been fully satisfied, and Buyer may not thereafter
terminate this Contract pursuant to this Section 7. In the event
the transaction described in this Contract shall not close, Buyer shall restore
the Property to its prior condition. All inspections and studies shall be at
Buyer’s sole expense. WHETHER OR NOT THE
TRANSACTION DESCRIBED IN THIS CONTRACT SHALL CLOSE, BUYER SHALL INDEMNIFY,
DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST
ALL CLAIMS, ACTIONS, DAMAGES,  LIABILITY, LOSS,
COSTS, ATTORNEY’S FEES AND EXPENSES
RELATED TO OR ARISING FROM SUCH INSPECTIONS
AND STUDIES, INCLUDING THOSE ARISING FROM SELLER’S NEGLIGENCE TO THE EXTENT (BUT NO FURTHER)
SELLER IS ALLEGED OR FOUND TO HAVE BEEN NEGLIGENT IN ENTERING INTO THIS
CONTRACT, NEGLIGENT FOR


 


4





















 


GRANTING
ACCESS TO THE PROPERTY TO BUYER OR NEGLIGENT IN
FAILING TO SUPERVISE THE CONDUCT OF BUYER, ITS AGENTS, CONTRACTORS AND EMPLOYEES IN, ON, OR ABOUT
THE PROPERTY. The provisions
of this Section 7 shall survive the Closing or any termination or
cancellation of this Contract notwithstanding any contrary provision hereof and
Buyer’s indemnification obligations (and Seller’s right to enforce the same)
shall, notwithstanding any contrary provision hereof, in no way be limited by
the limitations on Seller’s remedies set forth in Section 14
hereof, Seller to have all rights and remedies in the enforcement of Buyer’s
indemnification and other obligations under this Section 7 with
regard to restoration of the Property.


 


Notwithstanding any other
provision of this Contract, at least three (3) business days prior to
performing any such inspection or study of the Property which will involve the
intrusive or destructive sampling or analysis of any portion of the Property or
its improvements, including without limitation any soil, water or ground water
on or under the Property (“Intrusive Investigation”), Buyer shall
provide to Seller a detailed description of the work to be performed during the
Intrusive Investigation. During the three (3) business day period after
receipt of Buyer’s description, Seller shall have the right to object to any
portion of the proposed Intrusive Investigation, and Buyer shall refrain from
performing any such portion of the proposed Intrusive Investigation. Seller or
its representative shall have the right, but not the obligation, to observe any
and all activities of Buyer or its representative during the performance of
Intrusive Investigation activities.


 


8.             REAL ESTATE BROKERS: Except
for an arrangement between Seller and Trammell Crow Company (“Broker”) for the
payment of a commission by Seller pursuant to a separate agreement between
Seller and Broker, Buyer and Seller represent and warrant to each other that no
real estate commissions, finders’ fees or brokers’ fees have been or will be
incurred in connection with the sale of the Property by Seller to Buyer. Seller
shall be solely responsible for all fees payable to Broker. Despite the fact
that Seller is paying Broker, to the extent allowed by applicable law Buyer and
Seller agree that Broker is not Seller’s agent or in any manner acting on
Seller’s behalf, and no oral or written statements, acts or omissions of Broker
shall in any manner be binding upon or attributed to Seller. Seller and Buyer
shall indemnify, defend and hold each other harmless from any claim, liability,
obligation, cost or expense (including attorneys’ fees and expenses) for fees
or commissions relating to Buyer’s purchase of the Property asserted against
such party by any broker or other person claiming by, through or under the
indemnifying party or whose claim is based on the indemnifying party’s acts. The
indemnity obligations set forth in this paragraph shall survive the Closing or
any termination or cancellation of this Contract notwithstanding any contrary
provision hereof.


 


9.             POSSESSION: Subject to the terms of this Contract, the
possession of the Property shall be delivered to Buyer “AS IS,” “WHERE IS,” WITH
ALL FAULTS and WITHOUT WARRANTIES of any kind, express or implied, or arising
by operation of law, except only the title warranties expressly set forth in
the Deed and Bill of Sale and subject to the rights of parties in possession of
the Property. The provisions of this Section 9 and those of Section 10
below were bargained for between the parties and if


 


5





















 


Buyer required Seller either
to (a) make any representations or warranties about the condition of the
Property (other than those expressly set forth in this Contract), or (b) make
any repairs, alterations or improvements with respect to said condition, the
Sales Price and other terms of this Contract would have been materially
different.


 


10.          PROPERTY CONDITION: BUYER
ACKNOWLEDGES AND AGREES THAT BUYER IS EXPERIENCED IN THE OWNERSHIP AND
OPERATION OF PROPERTIES SIMILAR TO THE PROPERTY AND THAT BUYER PRIOR TO THE
CLOSING DATE WILL HAVE INSPECTED THE PROPERTY TO ITS SATISFACTION AND IS
QUALIFIED TO MAKE SUCH INSPECTION. BUYER ACKNOWLEDGES THAT IT IS FULLY RELYING
ON BUYER’S (OR BUYER’S REPRESENTATIVES’) INSPECTIONS OF THE PROPERTY AND,
EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER SET FORTH IN SECTION 17 BELOW
NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE
MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES INCLUDING
BROKER. BUYER ACKNOWLEDGES THAT BUYER HAS (OR BUYER’S REPRESENTATIVES HAVE), OR
PRIOR TO THE CLOSING DATE WELL HAVE, THOROUGHLY INSPECTED AND EXAMINED THE
PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO
EVALUATE THE CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY
(INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY),
AND BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER
SET FORTH IN SECTION 17 BELOW BUYER IS RELYING SOLELY UPON ITS OWN (OR ITS
REPRESENTATIVES’) INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY. AS A
MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND THE PURCHASE,
BUYER HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS “AS IS”, “WHERE
IS” CONDITION, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS AND WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, EXCEPT ONLY THE
TITLE WARRANTIES EXPRESSLY SET FORTH IN THE DEED AND BILL OF SALE DATED ON THE CLOSING
DATE AND THE EXPRESS REPRESENTATIONS OF SELLER SET FORTH IN SECTION 17
BELOW. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN
CONNECTION WITH THE SALE OF THE PROPERTY TO BUYER, THE SALE OF THE PROPERTY IS
WITHOUT ANY WARRANTY, AND SELLER AND SELLER’S OFFICERS, AGENTS (INCLUDING
BROKER), DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AFFILIATES (COLLECTIVELY,
“SELLER’S RELATED PARTIES”) HAVE MADE NO, AND EXPRESSLY AND SPECIFICALLY
DISCLAIM, AND BUYER ACCEPTS THAT SELLER AND SELLER’S RELATED PARTIES HAVE
DISCLAIMED, ANY AND ALL REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR
IMPLIED, OR ARISING BY OPERATION OF LAW (EXCEPT AS TO TITLE AS HEREINABOVE
PROVIDED), OF OR RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, OF


 


6





















 


OR RELATING TO: (I) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION,
CHARACTERISTICS OR CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING
WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN
OR FITNESS FOR ANY SPECIFIC PURPOSE OR A PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE
CONSTRUCTION; (II) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR
OR LACK OF REPAIR OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ON THE SURFACE
OR SUBSURFACE THEREOF, WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT; (III) THE NATURE
OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY;
(IV) THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OR ABSENCE OF
OR CONTAMINATION BY HAZARDOUS MATERIALS, MOLD, FUNGUS, MILDEW (OR OTHER SIMILAR
ORGANISMS OR MATERIAL), LEAD PAINT, OR THE COMPLIANCE OF THE PROPERTY WITH ALL
REGULATIONS OR LAWS PERTAINING TO HEALTH OR THE ENVIRONMENT, INCLUDING BUT NOT
LIMITED TO, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY OTHER
FEDERAL, STATE OR LOCAL LAW RELATING TO THE ENVIRONMENT, EACH AS MAY BE
AMENDED FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULES OR
POLICIES PROMULGATED THEREUNDER (“ENVIRONMENTAL LAWS”); (V) THE QUALITY
OF THE LABOR AND MATERIALS INCLUDED IN THE PROPERTY; AND (VI) THE SOIL
CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS
EXISTING IN, ON, OR UNDER THE PROPERTY. BUYER HEREBY EXPRESSLY AGREES TO ACCEPT
THE PROPERTY SUBJECT TO ALL RISKS, LIABILITIES, CLAIMS, DAMAGES AND COSTS,
INCLUDING ANY LIABILITY WITH RESPECT TO ENVIRONMENTAL LAWS (AND AGREES THAT
SELLER SHALL NOT BE LIABLE FOR ANY ACTUAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL,
OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATED TO THE CONDITION OF THE PROPERTY.
BUYER EXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY CLAIMS
UNDER FEDERAL, STATE OR OTHER LAW (INCLUDING, BUT NOT LIMITED TO COMMON LAW,
WHETHER SOUNDING IN CONTRACT OR TORT, AND ANY AND ALL ENVIRONMENTAL LAWS) THAT BUYER
MIGHT OTHERWISE HAVE AGAINST SELLER OR BROKER RELATING TO THE USE, CHARACTERISTICS
OR CONDITION OF THE PROPERTY OR ANY OF THE OTHER MATTERS DESCRIBED IN THIS PARAGRAPH.
BUYER SPECIFICALLY ACKNOWLEDGES THAT THE PROPERTY MAY BE LOCATED IN AN AREA, OR
MAY BE IN A CONDITION, WHERE DAMPNESS, WATER PENETRATION OR WEATHER CONDITIONS
PROMOTE OR HAVE RESULTED IN GROWTH OF MOLD, MILDEW, FUNGUS OR OTHER ORGANISMS
AFFECTING THE IMPROVEMENTS AND WHICH MAY BE HARMFUL TO HUMAN HEALTH OR
AFFECT THE VALUE OF THE PROPERTY. THE PROVISIONS OF THIS PARAGRAPH SHALL


 


7





















 


SURVIVE
THE CLOSING AND SHALL INURE DIRECTLY TO THE BENEFIT OF BROKER AS WELL AS
SELLER.


 


Nothing in this Section 10
shall modify, abridge, or affect Seller’s representations set forth in Section 17
below, nor Seller’ s obligations under Section 18C below.


 


11.          SALE EXPENSES: The following sale expenses shall be paid
in cash at or prior to the Closing:


 


a.             SELLER’S EXPENSES: All costs of releasing
existing loans and recording the releases; Survey (defined below); tax
statements; one-half (1/2) of any escrow fee; Owner’s Title Policy; preparation and
recordation of the Deed; costs in connection with the preparation of the
Commitment (defined below) and copies of the documents referenced therein; and
other expenses stipulated to be paid by Seller under other provisions of this
Contract.


 


b.             BUYER’S EXPENSES: All expenses incident to any
loan (e.g., loan documentation, recording fees and transfer taxes, mortgagee
title policy, prepayable interest, credit reports); 1/2 of any escrow fee; and other expenses stipulated
to be paid by Buyer under other provisions of this Contract.


 


12.          PRORATIONS: Rents
under the McKesson Lease shall be prorated effective as of 12:01 a.m. on
the Closing Date. There shall be no proration of ad valorem taxes or any other
costs or expenses in regard to the ownership or operation of the Property;
provided, that at Closing Seller shall cause all ad valorem taxes assessed
against the Property for calendar year 2005 to be paid in full.


 


13.          TITLE APPROVAL: Seller shall deliver to Buyer within ten (10) days from the Effective
Date a Commitment for Title Insurance (the “Commitment”) issued by the
Title Company and (or as legible as are reasonably available) legible copies of
all recorded instruments affecting the Land and recited as exceptions in the
Commitment. If Buyer has an objection to items disclosed in the Commitment or
the Survey (defined below), Buyer shall have five (5) business days (the “Objection
Period”) after receipt of the Commitment and the Survey, whichever later
received, to make written objections to Seller. If Buyer makes such objections,
Seller may (but shall not be obligated to), within five (5) days after the
date of receipt of such objections, cure the same (Seller shall have no
obligation to expend any money or institute any litigation in pursuing any such
efforts; provided, that, Seller shall be obligated, at Closing, to cure the
effects of any mortgages or deed of trust liens against the Property
voluntarily granted by Seller, and all mechanic’s and materialman’s liens
arising out of construction of the Base Building Improvements [as defined in
the McKesson Lease]). If the objections are not cured or satisfied within such
time period, Buyer shall, as its sole and exclusive remedy, elect in a writing,
delivered to Seller and the Title Company within five (5) days after the
earlier of (i) the date five (5) days after Seller’s receipt of Buyer’s
title objections, or (ii) the date Seller notifies Buyer of its failure or
inability to cure or election not to cure such title objections, to either (a) terminate
this Contract and the Earnest Money shall immediately be refunded to Buyer, and
neither party shall have any further rights or obligations pursuant to this
Contract (except as expressly otherwise provided for herein), or (b) waive


 


8





















 


the unsatisfied objections
and close the transaction with no reduction in the Sales Price. If Buyer does
not deliver such written election with such time period, then Buyer shall be
deemed to have waived the unsatisfied objections and elected to close the
transaction without a reduction in the Sales Price. If Buyer fails to timely
notify Seller in writing of any such objections during the Objection Period, it
shall be deemed that Buyer has approved and found the Commitment, the Survey
and all matters reflected on or in any of them to be acceptable and permitted
hereunder and Buyer has agreed to take title to the Property subject to such
matters, and Buyer may not thereafter refuse to consummate the sale
contemplated by this Contract or claim any failure of Seller’s obligations
under this Contract solely because of any such matters. Any items to which
Buyer does not object in writing within the Objection Period or to which it
does object but subsequently waives (or is deemed to have waived) shall be
deemed to be “Permitted Exceptions” (herein so called).


 


14.          DEFAULT: Unless
otherwise provided for herein, if Buyer fails to comply with this Contract,
Seller may, as Seller’s sole remedy, terminate this Contract and receive the
Earnest Money as liquidated damages. Seller and Buyer expressly agree that the
actual damages for any such breach or default by Buyer are now and in the
future likely impossible to ascertain with certainty, and the foregoing
liquidated damage provision represents a reasonable estimate of the probable
extent of such damages and is not as intended as a penalty. If Seller is
unable, within the time herein required, to deliver the Commitment or the
Survey, Buyer may, as its sole and exclusive remedy, either (i) terminate
this Contract and receive an immediate return of the Earnest Money upon written
notice to Seller and the Title Company, or (ii) extend the time for
performance up to fifteen (15) days and the Closing Date shall be so extended.
Except as provided in the immediately preceding sentence hereof, if Seller
otherwise fails to comply with this Contract for a reason other than Buyer’s
failure to perform its obligations under this Contract, Buyer may, as its sole
and exclusive remedy, either (i) enforce specific performance of Seller’s
obligations hereunder; provided, that (a) to do so, Buyer must bring suit
therefor within sixty (60) days following the date provided in this Contract
for Closing (failing which Buyer shall have waived the right to do so), and (b) in
electing to enforce specific performance of Seller’s obligations hereunder,
Buyer shall be deemed also to have elected to accept the conveyance of the
Property subject to all matters of record (other than the liens Seller is
obligated to discharge as provided for in Section 13 above), each
of which shall be a Permitted Exception for all purposes, or (ii) terminate
this Contract and receive an immediate return of the Earnest Money upon written
notice to Seller and the Title Company, in which event neither party hereto
shall have any further rights, duties or obligations one to the other
hereunder.


 


15.          ATTORNEY’S FEES: Any signatory to this Contract who is the
prevailing party in any legal proceeding against any other signatory brought
under or with relation to this Contract or transaction shall be additionally
entitled to recover court costs and reasonable attorney’s fees from the
non-prevailing party.


 


16.          ESCROW: The Earnest Money is deposited with Title
Company with the understanding that Title Company (i) is not a party to
this Contract and does not assume or have any liability for performance or
non-performance of any signatory and (ii) is not liable for any losses of
escrow funds caused by the failure of any banking institution in which such


 


9





















 


funds have
been deposited. Buyer and Seller hereby agree that in the event Buyer defaults
under this Contract, Seller may make written demand on the Title Company and Buyer
stating that Seller is entitled to the Earnest Money pursuant to this Contract.
Title Company is hereby authorized and directed by Buyer and Seller to remit
the Earnest Money to Seller upon Seller’s demand, and upon showing proof that
notice of such demand was forwarded to Buyer, but otherwise without any duty or
obligation to investigate the facts underlying Seller’s demand. Buyer and
Seller hereby each indemnify, save harmless and agree to defend Title Company
from and against any claim, demand, costs or damages (including reasonable
attorneys’ fees) incurred by Title Company and arising from or with respect to
Title Company’s complying with such demand by Seller. At the Closing, the
Earnest Money shall be applied to the Sales Price.


 


NOTWITHSTANDING
ANY PROVISION OF THIS CONTRACT TO THE CONTRARY, THE TITLE COMPANY HEREBY IS
AUTHORIZED AND DIRECTED TO RELEASE THE EARNEST MONEY TO BUYER (WITHOUT FURTHER AUTHORIZATION OF SELLER)
UPON RECEIPT BY THE TITLE COMPANY OF BUYER’S NOTICE OF TERMINATION OF THIS CONTRACT
PURSUANT TO SECTION 7 ABOVE.


 


17.          REPRESENTATIONS AND WARRANTIES OF SELLER: Seller
hereby represents and warrants to the best of Seller’s actual knowledge (Seller’s
actual knowledge being limited to the current, actual knowledge of Jim Casey;
provided that in no event shall such person ever, under any condition, have any
personal liability relating to or arising out of this Contract or the purchase
and sale described herein), no special investigation having been made, to Buyer
as follows, which representations and warranties shall be deemed made by Seller
to Buyer also as of the Closing Date:


 


a.             Seller
is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Delaware. This Contract has been duly authorized
by all requisite action on the part of Seller and represents the valid and
binding obligation of Seller enforceable against Seller in accordance with its
terms, assuming, for purposes hereof, the due authorization, execution and
delivery, and the validity and binding effect, of this Contract as against
Buyer. Seller has full right, power and authority to sell and transfer its
interest in the Property as herein contemplated without the consent or approval
of any third party;


 


b.             Seller
has paid, through 2004, all standby fees, taxes, charges, debts, and other assessments
due by Seller with respect to the Property;


 


c.             Seller
shall not further encumber the title to the Property, or modify the terms or conditions
of any existing encumbrances, if any, nor its interests in the McKesson Lease,
without the written consent of Buyer;


 


d.             The
copy of the McKesson Lease provided by Seller to Buyer is a true, correct and
complete copy thereof;


 


e.             Seller
has not actually received any notice of condemnation or a threat thereof affecting
any portion of any of the Property, nor has Seller actually received any


 


10





















 


written notice from a governmental authority that the Property is not
in compliance with any applicable laws, rules, regulations or codes including,
without limitation, Environmental Laws;


 


f.              Neither
the execution and delivery of this Contract by Seller, nor the performance of
Seller’s obligations hereunder, will result in a breach, violation or default
by Seller of any provision of its organizational documents or any other
document to which it is bound or to which its assets are subject;


 


g.             In
order to induce Buyer to waive the requirement of withholding tax under Section 1445
of the Internal Revenue Code of 1986, as amended, Seller represents and
warrants (and will confirm by sworn affidavit delivered at the Closing) that it
is not a foreign person for purposes of said Section 1445, that it is a
disregarded entity, and that the United States taxpayer identification number
of Seller is 20-1870027, and that Seller’s office address is set forth below;


 


h.             Except
for the Abatement Agreements, there exist no off-record development,
cost-sharing, recapture or like agreements burdening either Seller or the
Property that will survive the Closing of the transactions described by this
Contract;


 


i.              As
of the Effective Date, there are no actions, suits or proceedings currently
pending against Seller of which Seller has received written notice and which,
if determined adversely to Seller, would adversely affect the Properly in any
material manner; and


 


j.              As
of the Effective Date, Seller is not aware of any structural (including roof)
problems in the improvements constructed upon the Property and the interior and
exterior structures are in good condition and repair.


 


If any representation or warranty above is known by or disclosed to
Buyer, prior to the Closing, to be untrue and is not remedied by Seller prior
to the Closing, Buyer may, as Buyer’s sole and exclusive remedy on account
thereof, either (i) terminate this Contract upon notice to Seller and the
Title Company and the Earnest Money shall immediately be refunded to Buyer, and
neither party shall have any further rights or obligations pursuant to this
Contract (except as otherwise expressly set forth in this Contract), or (ii) waive
such breach of representation and warranty and close the transaction with no
reduction in the Sales Price.


 


The representations and warranties of Seller set forth in this Section 17
shall, except as provided in the immediately preceding paragraph hereof,
survive Closing; provided, that, Buyer shall be deemed to have waived any and
all claims for breach of any such representations and warranties unless within
six (6) months following Closing Buyer has provided written notice of the claim
(together with the specific factual basis therefor).


 


11





















 


18.          AGREEMENTS AND COVENANTS OF SELLER:


 


A.            Seller
agrees to deliver or make available to Buyer at the Property within ten (10) days
of the Effective Date copies of the following, to the extent the same are in
Seller’s possession or control:


 


(1)           The
Base Building Plans (as defined in the McKesson Lease);


 


(2)           Any
and all warranties and guaranties relating to the Property, or any part thereof,
or to the tangible personal property and fixtures owned by Seller and located
on, attached to, or used in connection with the Property, all of which shall
constitute part of the Warranties;


 


(3)           A
rent roll setting forth the name of each tenant of the Property, the term of
such tenant’s lease, any options to renew in favor of the tenant and any options
to purchase in favor of the tenant, and the amount of the monthly rent.


 


(4)           Copies
of all soils reports and environmental audits in respect to the Property;
provided, that, notwithstanding the foregoing, Seller makes no and specifically
disclaims all representations and warranties, express or implied, in respect
thereto, including, without limitation, that the same are accurate or complete
in any manner or to any extent, it being agreed that Seller is providing the
same as an accommodation and Buyer will be making its sole and independent
analysis and judgment regarding the condition of the Property.


 


Seller may, as
an accommodation to Buyer, make available or deliver to Buyer copies of,
various reports and other information (including, without limitation,
environmental reports and engineering reports, collectively, the “Information”)
with regard to the Property. Buyer agrees that Seller provides the Information
as an accommodation to Buyer and that in no way does Seller represent or
warrant the accuracy or completeness of the Information or the opinions or
conclusions expressed therein. Buyer agrees that to the extent Buyer elects to
rely thereon in any manner or to any extent, Buyer does so at Buyer’s sole
risk, and that in no event shall Seller have any liability to Buyer in any way related
to the Information.


 


B.            From
the Effective Date until the Closing Date or earlier termination of this
Contract, Seller shall:


 


(1)           Prosecute
construction of the Base Building Improvements (as defined in the McKesson
Lease) in accordance with the provisions of the McKesson Lease;


 


(2)           Not
enter into any written or oral service contract with respect to the Property
that will not be fully performed by Seller on or before the


 


12





















 


Closing Date, or that cannot be canceled by Buyer without liability on
or after the Closing Date, without the prior written consent of Buyer;


 


(3)           Not amend the McKesson Lease;


 


(4)           Advise Buyer promptly of any litigation, arbitration,
administrative hearing, or legislation before any governmental body or agency
of which Seller is notified concerning or affecting the Property which is
instituted or threatened after the Effective Date; and


 


(5)           Assist Buyer in efforts to obtain an estoppel
certificate, in form and substance satisfactory to Buyer, from McKesson under Section 31
A of the McKesson Lease.


 


C.            Seller shall be responsible for, at Seller’s
cost and expense, completing all Punch List Items (as defined in the McKesson
Lease). Additionally, Seller shall be responsible for causing the Base Building
GC (as defined in the McKesson Lease) to perform all of the Base Building GC’s
warranty obligations under the Base Building Construction Contract (as defined
in McKesson Lease) with regard to the Landlord’s Base Building Work (as defined
in the McKesson Lease) accruing during the one (1) year period following
the Closing Date. The covenants of Seller under this paragraph shall expressly
survive Closing.


 


19.          PROPERTY SURVEY: Seller, at Seller’s sole cost and expense,
has delivered to Buyer a current, “as built” survey of the Land in Seller’s
possession (“Survey”), and cause the same to be certified to Buyer
(Seller shall use its good faith efforts to cause such certification to be in a
form acceptable to Buyer; however, the failure to do so shall not constitute a
failure by Seller to have satisfied Seller’s obligation under this section to
deliver the Survey nor shall it constitute a waiver by Buyer of Buyer’s right
to object to the form of certification in accordance with Section 13
above).


 


20.          CONDEMNATION: If prior to the Closing Date condemnation proceedings are commenced
against any portion of the Land, Seller shall promptly give Buyer written notice
of such condemnation and if such proceedings constitute a basis for termination
of the McKesson Lease by McKesson Buyer shall elect to either (i) terminate
this Contract by written notice to Seller and the Title Company within ten (10) days
after Buyer is advised in writing of the commencement of condemnation
proceedings and the Earnest Money shall immediately be refunded to Buyer, or (ii) Buyer
shall continue this Contract in which case Buyer shall have the right to appear
and defend in such condemnation proceedings, and Seller shall assign to Buyer
at Closing all of Seller’s rights, titles, and interests in and to all awards
therefor and the Sales Price shall not be reduced. If such condemnation does
not constitute a basis for termination of the McKesson Lease, then this
Contract shall continue, there shall be no adjustment to the Sales Price and at
Closing the Land shall be diminished by the portions thereof actually condemned
and taken prior to Closing (and Seller shall, subject to the provisions of the
McKesson Lease, deliver to Buyer all condemnation proceeds actually received by
Seller and otherwise assign to Buyer all rights of seller in and to all
condemnation awards).


 


13





















 


21.          CASUALTY LOSS: Notwithstanding any contrary provisions of
the Texas Property Code, if any part of the Improvements is damaged or
destroyed by fire or other casualty loss on or after the Effective Date not
caused by Buyer’s entry onto the Property or the conduct of inspections and
analyses by Buyer, its agents, contractors or employees, and if as a
consequence thereof McKesson has the right to terminate the McKesson Lease,
then Buyer shall elect, in a writing delivered to Seller on the first to occur
of (x) thirty days after the date thereof, or (y) the Closing Date, to either (i) accept
the Property as so damaged in which case Seller shall at Closing assign to
Buyer all of Seller’s rights, titles, and interests in and to all insurance
proceeds attributable thereto and pay to Buyer the amount of the deductible
from Seller’s insurance (less any portions of such proceeds or such deductible
which may have been paid by Seller towards the cost of repair or which are in
the nature of business interruption and relate to periods prior to Closing),
and proceed to Closing without reduction in the Sales Price, or (ii) terminate
this Contract, in which case the Earnest Money shall immediately be refunded to
Buyer and neither party hereto shall have any further rights, duties, or
obligations one to the other hereunder. If McKesson does not have the right to
terminate the McKesson Lease, Buyer shall not have the right to terminate this
Contract and there shall be no reduction in the Sales Price but at Closing
Buyer shall accept the Property as so damaged and Seller shall at Closing
assign to Buyer all of Seller’s rights, titles and interests in and to all such
insurance proceeds attributable thereto and pay to Buyer the amount of the
deductible from Seller’s insurance, less any portions of such proceeds or such
deductible which may have been applied by Seller (or McKesson) towards the cost
of repair, including proceeds in the nature of business interruption to the
extent the same relate to periods after the Closing.


 


22.          MISCELLANEOUS:


 


a.             Any notice required or permitted to be
delivered hereunder shall be deemed received when personally delivered or sent
by Federal Express or other nationally recognized overnight express mail service
or via facsimile transmission, addressed to Seller or Buyer, as the case may
be, at the address set forth below the signature of such party hereto.


 


b.             This Contract shall be construed under and in
accordance with the laws of the State of Texas, and all obligations of the parties
created hereunder are performable in Montgomery County, Texas.


 


c.             This Contract shall be binding upon and inure
to the benefit of the parties hereto and, subject to the provisions of Section 23
hereof, their respective heirs, executors, administrators, legal
representatives, successors, and assigns.


 


d.             In case any one or more of the provisions
contained in this Contract shall for any reason be held to be invalid, illegal,
and unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Contract
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.


 


e.             This Contract constitutes the sole and only
agreement of the parties hereto and supersedes any prior understandings or
written or oral agreements between the


 


14





















 


parties respecting the
within subject matter and cannot be changed except by their written consent.


 


f.              Time is of the essence in this Contract.


 


g.             Words of any gender used in this Contract
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.


 


h.             In accordance with the requirements of the
Texas Real Estate License Act, Buyer is hereby advised by Broker that it should
be furnished with or obtain a policy of title insurance or have the abstract
covering the Property examined by any attorney of its own selection.


 


i.              The term “business day” as used herein means
any day other than Saturday, Sunday or a holiday recognized by the majority of
the national banking associations in Houston, Texas.


 


j.              Unless otherwise expressly stated herein,
none of the representations, warranties and covenants contained herein shall
survive the Closing.


 


23.          ASSIGNMENT: Buyer shall have a one time right to assign
this Contract in whole, but not in part, subject to the following: (a) at
the time of such assignment, Buyer is not in default hereunder, (b) the
assignee is a partnership or other entity and is affiliated with Buyer, (c) such
assignment is made no later than five (5) business days prior to the Closing
Date; (d) no such assignment shall relieve the named Buyer herein (i.e.,
Inland Real Estate Acquisitions, Inc.) from any of the covenants, duties,
agreements, or obligations of the Buyer hereunder, whether arising prior to or
after the date of such assignment, (e) the assignee is not a party to whom
the landlord’s interests under the McKesson Lease may not be assigned, and (f) the
assignee executes and delivers to Seller an instrument pursuant to which such
assignee assumes, for the express benefit of Seller, all of the obligations,
covenants, duties, and agreements of the named Buyer, whether arising prior to
or after the date of such assignment.


 


24.          NO ANNOUNCEMENTS: Seller and Buyer agree that neither of them
shall, without the prior written consent of the other, make any announcements
to the public or otherwise disclose to the public, through news articles or
otherwise, the existence of this Contract or the proposed purchase and sale set
forth herein; provided, that, to the extent necessary to comply with Securities
and Exchange Commission regulations, Buyer shall have the right to disclose the
consummation of the purchase.


 


25.          LIKE KIND EXCHANGE: Each party agrees to cooperate with the other, at no cost or expense to
the party whose cooperation is requested, in consummating the purchase and sale
as a like kind exchange under Section 1031 of the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder; provided, that in
no event shall the Closing be delayed nor shall the party so cooperating be
obligated to acquire any property or assume any liability of any kind.


 


15





















 


26.                                  OFFER.  The Buyer has executed this Contract and submitted two copies to the
Seller. Seller shall have until 5:00 p.m., Houston, Texas local time on September
20, 2005, to accept the offer presented hereby by signing both copies of the
Contract, returning a fully executed counterpart to Buyer and delivering the
other fully executed counterpart to the Title Company. If Seller has not done
so, the offer evidenced hereby shall automatically terminate and be of no
further force or effect.


 


27.                                  SPECIAL CONDITIONS PRECEDENT:  The
following matters are conditions precedent to Buyer’s obligation to close the
purchase of the Property pursuant to this Contract. If any of the following
conditions precedent are not satisfied by the date of Closing, Buyer shall elect,
on the date scheduled for Closing, and (except as provided in Section 27A) as
Buyer’s sole and exclusive remedies on account thereof, to either (x) waive the
failure of such condition precedent and proceed to close the purchase and sale of
the Property without reduction in the Sales Price, or (y) terminate this
Contract by written notice to the Seller and the Title Company in which case
Buyer shall be entitled to an immediate refund of the Earnest Money and neither
party hereto shall have any further rights, duties or obligations one to the
other hereunder. The conditions precedent are as follows:


 


A.                                   As of the Closing, Seller shall not be in
material default under the terms of this Contract. If Buyer believes that
Seller is in such material default, Buyer shall provide written notice to
Seller describing such default and the steps necessary to cure the same
whereupon Seller shall have a period of ten (10) days following receipt of such
notice in which to attempt to cure such defaults.  If Seller cures such defaults within such
10-day period, then the Closing shall proceed as scheduled.  If not, Buyer shall have the right to pursue
the remedies set forth in Section 14 above;


 


B.                                     Neither Seller, as landlord, nor McKesson, as
tenant, shall be in material default under the terms of the McKesson Lease;


 


C.                                     At Seller’s cost and expense, an assignment of
the roof warranty provided by GAF Materials Corporation, such assignment to be
in the form provided for in the warranty (or if there is none, in a form
reasonably acceptable to Buyer and the warrantor); and


 


D.                                    Seller shall have provided to Buyer instruments
signed by representatives of the applicable governmental authorities
(collectively, the “Tax Abatement Confirmation Letters”) confirming that upon
the closing of the purchase and sale the respective governmental authorities
who are parties to the following tax abatement agreements (collectively, the “Abatement
Agreements”) will formally consent to the assignment to Buyer of Seller’s
rights, titles and interests in and to the Abatement Agreements:


 


(i)                                     that certain Tax Abatement Agreement executed
by and between Trammell Crow Houston, Ltd. (and heretofore assigned to Seller);
McKesson and the City of Conroe, Texas and


 


16





















 


(ii)           that certain Tax Abatement Agreement executed
by and between Montgomery County, Texas, Trammell Crow Houston, Ltd. (and
heretofore assigned to Seller) and McKesson.


 


EXECUTED
in multiple originals on the dates set forth by each party’s signature, but
effective upon the Effective Date as set forth below.


 


	
   

  	
  CONROE DISTRIBUTION BTS, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Conroe Distribution GP,
  Inc.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jim Casey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jim Casey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Exec Vice Pres

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date: Sept 16, 2005

  
							



 


 


	
   

  	
  Seller’s Address:

  
	
   

  	
  3050 Post Oak Blvd., Suite
  700

  
	
   

  	
  Houston, Texas 77056

  
	
   

  	
  Attention: Mr. Jim Casey

  
	
   

  	
  Phone: 713/963-1000

  
	
   

  	
  Fax: 713/623-4670

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  With copy to:

  
	
   

  	
  Stephen C. Jacobs, Esq.

  
	
   

  	
  600 Travis

  
	
   

  	
  3200 JPMorgan Chase Tower

  
	
   

  	
  Houston, Texas 77002

  
	
   

  	
  Phone: 713/226-1382

  
	
   

  	
  Fax:  713/223-3717

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE
  ACQUISITIONS, INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lou
  Quilici

  	
   

  
	
   

  	
  Name:

  	
  Lou
  Quilici

  	
   

  
	
   

  	
  Title:

  	
  SR VP

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:  9/5,
  2005

  
						



 


17





















 


	
   

  	
  Buyer’s Address:

  
	
   

  	
  2901 Butterfield Road

  
	
   

  	
  Oak Brook, Illinois 60523

  
	
   

  	
  Attention: Louis Ouilici,
  Vice President

  
	
   

  	
  Phone No.: 630/218-4925

  
	
   

  	
  Fax No.: 630/218-4935

  
	
   

  	
   

  
	
   

  	
  With copy to:

  
	
   

  	
   

  
	
   

  	
  The Inland Real Estate
  Group, Inc.

  
	
   

  	
  2901 Butterfield Road

  
	
   

  	
  Oak Brook, Illinois 60523

  
	
   

  	
  Attention: Robert Baum,
  General Counsel

  
	
   

  	
  Phone No.: 630/218-8000

  
	
   

  	
  Fax No.:

  	
  630/218-4900 and

  
	
   

  	
   

  	
  630/571-2360

  



 


18





















 


EARNEST MONEY RECEIPT


 


The Title Company hereby acknowledges receipt
of this fully executed Contract and the Earnest Money in the amount of $250,000
on the 20th day of September 2005 (the “Effective Date”).


 


 


	
  CHICAGO TITLE INSURANCE
  COMPANY

  
	
  Title Company

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Nancy R. Castro

  	
   

  
	
  Name:

  	
  Nancy R. Castro

  	
   

  
	
  Title:

  	
  AVP

  	
   

  
					



 


 


	
  Exhibit A -

  	
   

  	
  Land

  
	
  Exhibit
  B -

  	
   

  	
  Deed

  
	
  Exhibit
  C -

  	
   

  	
  Bill
  of Sale

  
	
  Exhibit
  D -

  	
   

  	
  Assignment
  of Lease

  
	
  Exhibit
  E -

  	
   

  	
  Non-Foreign
  Affidavit

  
	
  Exhibit
  F -

  	
   

  	
  Blanket
  Conveyance and Assignment

  
	
  Exhibit
  G -

  	
   

  	
  Certificate
  of Buyer

  



 


19