Exhibit 10.19


 


Lake View Tech Center I


Suffolk, Virginia


Third Amendment to Agreement


 


THIRD
AMENDMENT TO AGREEMENT


 


THIS THIRD AMENDMENT TO AGREEMENT (the “Amendment”)
is made and entered into as of the 9th day of September, 2005, by and between LVTC ONE, LLC, (“Seller”) and INLAND REAL
ESTATE ACQUISITIONS, INC., an Illinois corporation (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS, Landonomics Group and Buyer entered
into that certain Agreement dated as of July 14, 2005, as amended by Amendments
to Agreement dated August 11, 2005 and August 25, 2005 (collectively,
the “Agreement”), for the sale and purchase of the property commonly known as
Lake View Technology Center, 115 Lake View Parkway, located in the Town of
Suffolk, Virginia (the “Property”).


 


WHEREAS, Landonomics Group assigned its
interest in and to the Agreement to Seller.


 


WHEREAS, Buyer 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, Buyer and Seller agree as follows:


 


1.     Paragraph
1 of the Agreement, second sentence, is hereby amended and restated as follows:
Purchaser shall have a period of ten (10) days after Purchaser’s receipt
of the Survey to be provided by Seller as its due diligence period in regard to
its review of title and survey. Purchaser shall have until 5:00 p.m.
(Chicago, Illinois time) on the tenth day (or if the tenth day is a Saturday,
Sunday or legal holiday, on the following Monday) within which to notify Seller
of any objection to title and survey. If Purchaser does not receive the Survey
by September 27, 2005, then due diligence with regard to title and survey,
and the Closing of the transaction, shall be extended day for day for each day
of delay in delivery of the Survey to Purchaser beyond September 27,
2005.  Except for the review of title and
survey provided herein, and Seller’s obligation to deliver to Purchaser prior
to Closing a copy of the existing roof warranty on the original building
(approx. 70,000 s.f.), Purchaser waives its right to object to other due
diligence items effective as of September 9, 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.


 


3.     As
modified herein, the terms and conditions of the Agreement are hereby ratified
by Seller and Purchaser and otherwise remain unmodified and in full force and
effect.


 


Signatures
on following page.


 





















 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  LVTC ONE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Ferrin

  
	
   

  	
  Name:

  	
  Ronald Ferrin

  
	
   

  	
  Title:

  	
       Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE

  
	
   

  	
  ACQUISITIONS, INC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ S.
  Joseph Cosenza

  
	
   

  	
  Name:

  	
  S. Joseph
  Cosenza

  
	
   

  	
  Title:

  	
       President

  
							



 


2





















 


SECOND
AMENDMENT TO AGREEMENT


 


THIS SECOND AMENDMENT TO
AGREEMENT (the “Amendment”) is made and entered into as of the 25th
day of August, 2005, by and between LVTC ONE,
LLC, (“Seller”) and INLAND REAL
ESTATE ACQUISITIONS, INC., an Illinois corporation (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS, Landonomics Group
and Buyer entered into that certain Agreement dated as of July 14, 2005,
as amended by Amendment to Agreement dated August 11, 2005 (collectively,
the “Agreement”), for the sale and purchase of the property commonly known as
Lake View Technology Center, 115 Lake View Parkway, located in the Town of
Suffolk, Virginia (the “Property”).


 


WHEREAS, Landonomics Group
has assigned its interest in and to the Agreement to Seller.


 


WHEREAS, Buyer 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, Buyer and Seller agree
as follows:


 


1.     Paragraph 1 of the Agreement, second sentence, is
hereby amended and restated as follows: Purchaser shall have until 5:00 p.m.
(Chicago, Illinois time) on Friday, September 9, 2005 as its due diligence
period in regard to its investigations of the Property.


 


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.


 


3.     As modified herein, the terms and conditions
of the Agreement are hereby ratified by Seller and Purchaser and otherwise
remain unmodified and in full force and effect.


 


Signatures
on following page.


 





















 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  LVTC
  ONE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald
  Ferrin

  	
   

  
	
   

  	
  Name:

  	
  Ronald
  Ferrin

  	
   

  
	
   

  	
  Title:

  	
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S.
  Joseph Cosenza

  	
   

  
	
   

  	
  Name:

  	
  Joseph
  Cosenza

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
								



 





















 


AMENDMENT TO AGREEMENT


 


THIS AMENDMENT TO AGREEMENT
(the “Amendment”) is made and entered into as of the 11th day of
August, 2005, by and between LANDONOMICS GROUP
(as the original seller party), and LVTC ONE, LLC,
(“Seller”) and INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS, Landonomics Group
and Buyer entered into that certain Agreement dated as of July 14, 2005
(the “Agreement”), for the sale and purchase of the property commonly known as
Lake View Technology Center. 115 Lake View Parkway, located in the Town of
Suffolk, Virginia (the “Property”).


 


WHEREAS, Landonomics Group
is an affiliated party of Seller and has agreed to assign its interest in and
to the Agreement to Seller.


 


WHEREAS, Buyer 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, Buyer and Seller agree
as follows:


 


1.     Landonomics Group hereby assigns all of its right, title
and interest in and to the Agreement to Seller and Seller hereby accepts such
assignment and agrees to be bound by the terms thereof as if Seller had
originally been a party thereto.


 


2.     Paragraph 1 of the Agreement, second
sentence, is hereby amended and restated as follows: Purchaser shall have until
5:00 p.m.. (Chicago, Illinois time) on Friday, August 26, 2005 as its
due diligence period in regard to its investigations of the Property.


 


3.     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. Bach 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.


 





















 


4.     As modified herein, the terms and conditions
of the Agreement are hereby ratified by Seller and Purchaser and otherwise
remain unmodified and in full force and effect.


 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  LVTC
  ONE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Gorman

  	
   

  
	
   

  	
  Name:

  	
  John Gorman

  	
   

  
	
   

  	
  Title:

  	
  Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDONOMICS
  GROUP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  I. Parker

  	
   

  
	
   

  	
  Name:

  	
  Robert I.
  Parker

  	
   

  
	
   

  	
  Title:

  	
  SVP

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  V. Benvenuto

  	
   

  
	
   

  	
  Name:

  	
  Charles V. Benvenuto

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Agent

  	
   

  
									



 


2





















 


	
  

  	
  Inland
  Real Estate Acquisitions, Inc.

  
	
  2901
  Butterfield Road

  
	
  Oak
  Brook, IL 60523

  
	
  Phone:
  (630) 218-4948 Fax: 630-218-4935

  
	
  www.inlandgroup.com

  



 


Revised:
July 7, 2005


 


Landonomics Group (Seller)


Attn: Ron Ferrin, President


2215 York Road, Suite 209


Oak Brook, IL 60523


 


Re:          Lake View
Technology Center I


Suffolk,
Virginia


 


Dear Ron:


 


This letter represents this corporation’s
offer to purchase the Lake View Technology Center I with 110,007 net rentable
square feet, situated on
approximately                   acres
of land, located at 115 Lakeview Parkway, Suffolk, VA 23434.


 


The above property shall include all the land
and buildings and common facilities, as well as all personalty within the
buildings and common areas, supplies, landscaping equipment, and any other
items presently used on the site and belonging to owner, and all intangible
rights relating to the property.


 


This corporation or its nominee will
consummate this transaction on the following basis:


 


1.       The
total purchase price shall be $24,537,558.00
all cash, plus or minus prorations, with no mortgage
contingencies, to be paid at closing on October 7, 2005 following the acceptance of
this agreement (see Paragraph 11).  Purchaser shall have a 30 day due diligence period
following the acceptance of this Agreement.


 


Purchaser shall allocate the land, building
and depreciable improvements prior to closing.


 


2.       There
are no real estate brokerage commissions involved in this transaction.


 


3.       Seller
represents and warrants (to the best of the Seller’s
knowledge), that the above referenced property is leased to the GSA
/ U.S. Joint Forces Command, as shown on Exhibit A attached, on modified net leases (with landlord paying its
own insurance costs and roof maintenance)  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 day shall be settled at closing by
Seller giving a full cash credit to Purchaser for any and all of those
concessions.


 


4.       Seller
warrants and represents (to the best of the
Seller’s knowledge), that the property is 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 property is in full compliance with
Federal, State, City and County ordinances, including ADA compliance,
environmental laws and concerns, and no one has a lease that exceeds the lease
term stated in said 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 property, nor are there any current or contemplated
assessments.


 


5.       Seller
warrants and represents (to the best of the
Seller’s knowledge), that during the term of the leases the GSA /
U.S. Joint Forces Command is responsible for and pays
all  the operating expenses relating to
the property (with landlord paving its own insurance costs


 





















 


and roof maintenance)
on a prorata basis, over a base year cap and subject to CPI limits,
including but not limited to, real estate taxes, REA/OEA agreements, utilities,
all common area maintenance, parking lot and the building, etc.


 


Prior to closing, Seller shall not enter into
or extend any agreements without Purchaser’s approval and any contract
presently in existence not accepted by Purchaser shall be terminated by Seller.
Any work presently in progress on the property shall be completed by Seller
prior to closing.


 


6.       Ten
(10) days prior to closing Seller shall furnish Purchaser with estoppel
letters acceptable to Purchaser from all tenants, guarantors, and parties to
reciprocal and/or operating easement agreements, if applicable.


 


7.       Seller
is responsible for payment of any leasing
brokerage fees or commissions which are due any leasing brokers for
the existing leases stated above or for the renewal of same.


 


8.       This
offer is subject to Seller supplying to Purchaser prior to closing a
certificate of insurance from the tenant in the form and coverage acceptable to
Purchaser for the closing, unless, of course, tenant self-insures.


 


9.       It
is understood that Purchaser will obtain a
Level 1 Environmental Report (Level 2 if required) which Seller will
supply to Purchaser 10 days prior to closing Seller shall have said reports,
which must be acceptable to Purchaser, updated and re-certified to Purchaser
at closing, all at Seller’s cost.


 


10.     The
above sale of the real estate shall be consummated by conveyance of a special warranty deed from Seller to
Purchaser’s designee, with the Seller paying any city, state, or county
transfer taxes for the closing, and Seller agrees to cooperate with Purchaser’s
lender, if any, and the money lender’s escrow.


 


11.     The
closing shall occur through Chicago Title & Trust Company, in Chicago,
Illinois with Nancy Castro as Escrowee, 30 days following acceptance of
this agreement, at which time title to the above property shall be marketable;
i.e., free and clear of all liens, encroachments and encumbrances, and an ALTA
form B owner’s title policy 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 Seller, 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,
with a proration of real estate taxes based on the provisions of the Lease (at
Purchaser’s option) on the greater of 110% of tho most recent bill or latest assessment,
or the estimated assessments for 2004 and 2005 using tho Assessor’s
formula for these sales transactions, with a later reproration of taxes
when the actual bills are received. At closing, no credit will be given to
Sellers for any past due, unpaid or delinquent rents.


 


12.     It
is understood that the Purchaser must
obtain  an appraisal of the property prepared by an MAI or other
qualified appraiser, acceptable to Purchaser or Purchaser’s lender, if any, prior to Closing  and shall deliver
copies of such appraisal to Purchaser within 10 days of the acceptance of this
offer and shall cause the appraiser to ro-certify  for
an appraised amount not less than the Purchase Price and re-issue said
appraisal to, and in the name of, Purchaser or Purchaser’s lender, all at Purchaser’s cost.


 


13.     Neither
Seller (Landlord) nor tenant shall be in default on any lease or agreement at
closing, nor is there any threatened or pending litigation.


 


14.     Seller
warrants and represents that he has paid all unemployment taxes to date.


 


2





















 


15.     Prior
to closing, Seller shall furnish to Purchaser copies of all guarantees and
warranties which Seller received from any and all contractors and
sub-contractors pertaining to the property. This offer is subject to Purchaser’s
satisfaction that all guarantees and warranties survive the closing and are
assignable and transferable to any titleholder now and in the future.


 


16.     This
offer is subject to the property being 100% occupied at the time of closing,
with the GSA / U.S. Joint Forces Command occupying their space, open for
business, and paying full rent, including CAM, tax and insurance current, as
shown on Exhibit A attached.


 


17.     Fifteen
(15) days prior to closing, Seller must provide the title as stated above and a
current Urban ALTA/ACSM spotted survey in accordance with the minimum standard
detail requirements for ALTA/ACSM Land Title surveys jointly established and
adopted by ALTA and ACSM in 1999 and includes all outlots and all Table A
optional survey responsibilities and acceptable to Purchaser and the title
company.


 


18.     Seller
agrees to immediately make available and disclose all information that
Purchaser needs to evaluate the above property, including all inducements,
abatements, concessions or cash payments given to tenants, and for CAM, copies
of the bills. Seller agrees to cooperate fully with Purchaser and Purchaser’s
representatives to facilitate Purchaser’s evaluations and reports, including at
Purchaser’s cost, if required, a one-year audit of the books and records
of the property.


 


This offer is, of course, predicated upon the
Purchaser’s review and written approval of the existing leases, new leases,
lease modifications (if any), all tenant correspondence, REA/OEA agreements,
tenants’ and guarantors’ financial statements, representations of income and
expenses made by Seller, site inspection, environmental, appraisal, etc., and
at Purchaser’s cost, if required, a one year of audited operating statements on said property is
required that qualifies, complies with and can be used in a public
offering.


 


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 by July 8,
2005.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
  ACCEPTED:

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.

  
	
   

  	
  or nominee

  
	
  By:

  	
  /s/ Ronald B. Ferrin

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  7/14/05

  	
   

  	
  /s/ G.
  JOSEPH COSENZA

  	
   

  
	
   

  	
  G. Joseph
  Cosenza

  
	
   

  	
  Vice
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
  JC/sc

  	
   

  



 


3





















 


EXHIBIT -
A


Lake View
Technology Center I - Suffolk, Virginia


 


	
  TENANTS

  	
   

  	
  S.F.

  	
   

  	
  ANNUAL

  BASE RENT

  	
   

  	
  MONTHLY

  BASE RENT

  	
   

  	
  RENT

  PER SQ. FOOT

  	
   

  	
  LEASE

  COMMENCEMENT

  DATE

  	
   

  	
  LEASE

  EXPIRATION

  DATE

  	
   

  
	
  GSA - U.S. Joint Forces Command

  	
   

  	
  68,330

  	
   

  	
  1,248,389.10

  	
   

  	
  104,032.43

  	
   

  	
  $

  	
  18.27

  	
   

  	
  17-May-2004

  	
   

  	
  16-May-2014

  	
   

  
	
  GSA - U.S. Joint Forces Command

  	
   

  	
  41,677

  	
   

  	
  958,571.00

  	
   

  	
  79,880.92

  	
   

  	
  $

  	
  23.00

  	
   

  	
  6-Oct-2004

  	
   

  	
  5-Oct-2014

  	
   

  
	
  Totals

  	
   

  	
  110,007

  	
   

  	
  2,206,960.10

  	
   

  	
  183,913.34