Exhibit 10.21


 


Triangle Center


Longview, Washington


Reinstatement/Amendment
to Agreement of Sale


 


REINSTATMENT
OF, AND AMENDMENT TO, AGREEMENT OF SALE


 


THIS REINSTATEMENT OF, AND FIRST AMENDMENT
TO, AGREEMENT OF SALE
(the “Amendment”) is made and entered into as of the 8th day of July, 2005, by and between KIMCO LONGVIEW, LLC, a Delaware limited liability company (“Seller”) and INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation (the “Purchaser”).


 


W I T N E S S E T H:


 


WHEREAS, Seller and Purchaser have entered
into an Agreement of Sale, dated June 24, 2005 (the “Agreement”), with
respect to the Shopping Center (as defined in the Agreement); and


 


WHEREAS, Purchaser terminated the Agreement
on July 7, 2005; and


 


WHEREAS, the parties wish to reinstate and
amend 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.               Seller and Purchaser hereby acknowledge and
agree that the Agreement is hereby reinstated and in full force and effect.


 


2.               Section 1.7 of the Agreement is hereby
amended to provide that the Due Diligence Period shall expire on July 22,
2005 at midnight, New York Time.


 


3.               Section 11.1 of the Agreement is hereby
amended and restated as follows: “The Closing shall be held at the Title
Company’s offices’ (at the address set forth above) at 9:00 a.m. on the
Closing Date. The Closing shall be (i) ten (10) days after Winco and Bed,
Bath and Beyond open for business (which is projected to be October 15,
2005) and (ii) after the conditions described here are satisfied.
Provided, however, Seller shall have the one-time right to adjourn the Closing
to January 4, 2006, upon notice to Purchaser delivered on or prior to September 15,
2005.”


 


4.               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.


 


5.               The remaining terms and conditions of the
Agreement remain unmodified and in full force and effect.


 





















 


Triangle Center


Longview, Washington


Reinstatement
/ Amendment to Agreement of Sale


 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  KIMCO LONGVIEW LLC

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  KD Longview 1029, Inc., its general

  
	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barbara Briamonte

  	
   

  
	
   

  	
  Name:

  	
  Barbara
  Briamonte

  	
   

  
	
   

  	
  Title:

  	
  Senior Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  Purchaser:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  G. Joseph Cosenza

  	
   

  
	
   

  	
  Name:

  	
  G.
  Joseph Cosenza

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  Escrow Agent:

  
	
   

  	
   

  
	
   

  	
  CHICAGO TITLE & TRUST
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nancy Castro

  	
   

  
	
   

  	
  Name:

  	
  Nancy
  Castro / Anderas Bardelas

  	
   

  
	
   

  	
  Title:

  	
  Executive [ILLEGIBLE]

  	
   

  
										



 


2





















 


Triangle Center


Longview, Washington


Second Amendment to Agreement


 


SECOND AMENDMENT TO AGREEMENT


 


THIS SECOND AMENDMENT TO AGREEMENT (the “Amendment”)
is made and entered into as of the 22nd day of July, 2005, by and between KIMCO LONGVIEW, LLC, a Delaware limited liability company (“Seller”)
and INLAND REAL ESTATE ACQUISITIONS, INC. (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS, Seller and Buyer entered into that
certain Agreement of Sale dated June 24, 2005 (the “Agreement”), as
amended, for the sale and purchase of the property commonly known as Triangle
Center located in Longview, Washington, as legally described by the Agreement
(the “Property”).


 


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.                                       Section 1.7 of the Agreement is hereby
amended to provide that the Buyer’s due diligence investigation of the Property
shall be extended to July 26, 2005 at midnight, New York Time.


 


2.                                       This Second 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 Second Amendment. Each person executing
this Second 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
Second Amendment. Any counterpart to this Second Amendment may be executed by facsimile
copy and shall be binding on the parties.


 


3.                                       Except as modified herein by this Second
Amendment, the Agreement shall remain unmodified and in full force and effect.


 


Signatures
on following page.


 





















 


Triangle Center


Longview, Washington


Second Amendment to Agreement


 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  KIMCO LONGVIEW LLC, a Delaware limited

  
	
   

  	
  liability company

  
	
   

  	
   

  
	
   

  	
  BY: KD LONGVIEW 1029, INC., its 

  
	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barbara Briamonte

  	
   

  
	
   

  	
  Name:

  	
  Barbara
  Briamonte

  	
   

  
	
   

  	
  Title:

  	
  Senior Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  Purchaser:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lou Quilici

  	
   

  
	
   

  	
  Name:

  	
  Lou
  Quilici

  	
   

  
	
   

  	
  Title:

  	
  SR VP

  	
   

  
										



 


2





















 


Triangle
Center


Longview, Washington


Third
Amendment to Agreement


 


THIRD
AMENDMENT TO AGREEMENT


 


THIS THIRD AMENDMENT TO AGREEMENT (the “Amendment”)
is made and entered into as of the 28th day of July, 2005, by and between KIMCO LONGVIEW, LLC, a
Delaware limited liability company (“Seller”) and INLAND REAL ESTATE ACQUISITIONS, INC. (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS, Seller and Buyer entered into that
certain Agreement of Sale dated June 24, 2005 (the “Agreement”), as
amended, for the sale and purchase of the property commonly known as Triangle
Center located in Longview, Washington, as legally described by the Agreement
(the “Property”).


 


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.                                       Section 3C of the Agreement is hereby
added to state as follows: “Buyer shall receive a cash credit at closing in the
amount of One Hundred Fifty Thousand Dollars ($150,000.00).”


 


2.                                       Section 5.4 of the Agreement is hereby
amended and restated as follows: “Seller covenants and agrees, at Seller’s sole
cost and expense, to do what is required to satisfy the recommendations of ECS
Illinois, LLC, as set forth in the Phase I Environmental Site Assessment, ECS
Project No.l6:5464, prepared for Inland Western Retail Real Estate Trust, Inc.,
Inland Real Estate Acquisitions, Inc., Inland Western Longview Triangle, L.L.C.,
and their lenders, successors and assigns, dated May 5, 2005 as it relates
to environmental contamination generated at the Property. In addition, at
Closing, Seller shall escrow the sum of Seventy-Five Thousand Dollars
($75,000.00) in an account held by Escrow Agent and jointly controlled by
Seller and Buyer for the purpose of post-closing environmental monitoring and
remediation until such time as Buyer receives a “No Further Action Letter” or
equivalent document from the appropriate environmental authority.”


 


3.                                       Section 11.1 of the Agreement is hereby
amended and restated as follows: “The Closing shall be held at the Title
Company’s offices’ (at the address set forth above) at 9:00 a.m. on the Closing
Date. The Closing shall be (i) ten (10) days after Winco and Bed, Bath
and Beyond open for business (which is projected to be November 15, 2005)
and (ii) after the conditions described here are satisfied.


 





















 


Triangle
Center


Longview, Washington


Third
Amendment to Agreement


 


Provided, however, Seller shall have the
one-time right to adjourn the Closing to January 4, 2006, upon notice to
Purchaser delivered on or prior to October 31, 2005.”


 


4.                                       This Third 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 Third 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 Third Amendment. Any counterpart to this Third Amendment may be executed
by facsimile copy and shall be binding on the parties.


 


Except as modified herein by this Third
Amendment, the Agreement shall remain unmodified and in full force and effect.


 


 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  KIMCO LONGVIEW LLC, a Delaware limited

  
	
   

  	
  liability company

  
	
   

  	
   

  
	
   

  	
  BY: KD LONGVIEW 1029, INC., its 

  
	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ruth Mitteldorf

  	
   

  
	
   

  	
  Name:

  	
  Ruth Mitteldorf

  	
   

  
	
   

  	
  Title:

  	
  VP Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Purchaser:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lou Quilici

  	
   

  
	
   

  	
  Name:

  	
  Lou
  Quilici

  	
   

  
	
   

  	
  Title:

  	
  SR VP

  	
   

  
										



 


2





















 


Triangle Center


Longview, Washington


Fourth Amendment to Agreement


 


FOURTH
AMENDMENT TO AGREEMENT


 


THIS FOURTH AMENDMENT TO AGREEMENT (the “Amendment”)
is made and entered into as of the 2nd day of December, 2005, by and between KIMCO LONGVIEW, LLC, a Delaware limited
liability company (“Seller”) and INLAND REAL
ESTATE ACQUISITIONS, INC. (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS, Seller and Buyer entered into that
certain Agreement of Sale dated June 23, 2005 (the “Agreement”), as
amended, for the sale and purchase of the property commonly known as Triangle
Center located in Longview, Washington, as legally described by the Agreement
(the “Property”).


 


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.                                       Section 1.1 of the Agreement is hereby
amended and restated as follows: “Real Estate” means the fee interest in the
land described on Exhibit 1 (not including Parcel B-2) and all of
the buildings and other improvements constructed thereon


 


2.                                       Section 5.3.1 of the Agreement is hereby
amended by inserting the following at the end of Section 5.3.1: “Purchaser
and Seller hereby agree that all base, monthly rental payments and monthly tax
escrow of CAM and real estate taxes received shall be applied (i) first to
Seller for the period beginning December 1, 2005 through January 31,
2006; then to (ii) to Buyer.”


 


3.                                       Section 11.1 of the Agreement is hereby
amended and restated as follows: “The Closing shall be held at the Title
Company’s offices (at the address set forth above) at 9:00 a.m. on the
Closing Date. The Closing Date shall be December 23, 2005 subject to
satisfaction of conditions precedent described by the Agreement.”


 


4.                                       Section 11.2 of the Agreement is hereby
amended and restated as follows: “At Closing, Buyer shall pay the Purchase
Price (minus the Earnout Portion of the Purchase Price and the Radio Shack
Portion of the Purchase Price as defined below) in accordance with the
provisions of this Agreement, and Buyer shall execute and deliver such other
instruments as Seller may reasonably request in connection with or consummate
the transactions contemplated by this Agreement.”


 





















 


Triangle Center


Longview, Washington


Fourth Amendment to Agreement


 


Seller shall have a period of six (6) months
from the Closing to earn the Earnout Portion of the Purchase Price in regard to
the following tenants: (1) Sleep Country and (2) Washington State
Liquor Store (“Earnout Tenants”). It shall be a condition precedent to Buyer’s
obligation to pay the Earnout Portion of the Purchase Price to Seller that on
or before the third (3rd) business day prior to the Earnout Date
(defined below) that the Tenant Conditions (as defined by the Agreement)
related to the Earnout Tenants shall then have been met. In addition, Seller shall
have delivered to Buyer a date down of Buyer’s Owner’s Title Policy confirming
that no liens have been filed against the Property. It is understood and agreed
that all expenses (i.e., CAM,
real estate taxes and insurance) incurred after Closing but prior to the
Earnout Date and which are related to the Earnout Tenants are to be paid by
Seller to Buyer at the time of the applicable Earnout Date. The term “Earnout
Date” shall mean the date when all of the foregoing shall have occurred with
respect to all of the Earnout Tenants space, but in no event later than six (6) months
following the Closing. Upon the Earnout Date, the “Earnout Portion of the
Purchase Price” shall be Three Million Seven Hundred Ninety Nine Thousand
Eight Hundred Twelve Dollars and No/100 ($3,799,812.00).


 


Seller shall have a period of six (6) months
from the Closing to earn the Radio Shack Portion of the Purchase Price in
regard to the Radio Shack tenancy. It shall be a condition precedent to Buyer’s
obligation to pay the Radio Shack Portion of the Purchase Price to Seller that
on or before the third (3rd) business day prior to the Radio Shack
Earnout Date (defined below) that Seller, at its sole cost and expense, will
cause Radio Shack to provide to Purchaser a “clean” estoppel. The term “Radio
Shack Earnout Date” shall mean the date when all of the foregoing shall have
occurred with respect to Radio Shack’s Tenant space, but in no event later than
six (6) months following the Closing. Upon the Radio Shack Earnout Date,
the “Radio Shack Portion of the Purchase Price” shall be Six Hundred Five Thousand Dollars and No/100
($605,000.00).”


 


5.                                       Section  11.3(c) of the Agreement
shall be amended by inserting the following at the end of Section 11.3(c):
“In addition, at Closing, Seller agrees to fund a joint order escrow (the “Rite-Aid
Escrow”) with the Title Company in regard to the Thrifty Payless, Inc. (“Rite-Aid”)
tenancy.   The Rite-Aid Escrow shall be
funded by Seller from its net proceeds of sale equal to two (2) years of rent
and reimbursables in the amount of Three
Hundred Thirty Six Thousand Nine Hundred Sixty Eight Dollars and No/100
($336,968.00). Seller shall be entitled to receive the funds held in
the Rite-Aid Escrow upon satisfaction of the Tenant Conditions by Rite-Aid.”


 


6.                                       The following shall be inserted as Paragraph
11.6 of the Agreement: “Seller and Purchaser hereby agree that at Closing,
Purchaser shall receive a credit for all rents through January 31,
2006.   Purchaser


 


2





















 


Triangle Center


Longview, Washington


Fourth Amendment to Agreement


 


further agrees that it shall not deliver any
tenant re-direction or tenant notice letters to any Tenant at the Property
earlier than January 10, 2006.”


 


7.                                       This Fourth 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 Fourth Amendment. Each person
executing this Fourth 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 Fourth Amendment. Any counterpart to this Fourth Amendment may be
executed by facsimile copy and shall be binding on the parties.


 


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


 


 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  KIMCO LONGVIEW LLC, a Delaware limited

  
	
   

  	
  liability company

  
	
   

  	
   

  
	
   

  	
  BY: KD LONGVIEW 1029, INC., its 

  
	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ruth Mitteldorf

  	
   

  
	
   

  	
  Name:

  	
  Ruth Mitteldorf

  	
   

  
	
   

  	
  Title:

  	
  VP - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Purchaser:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lou Quilici

  	
   

  
	
   

  	
  Name:

  	
  Lou
  Quilici

  	
   

  
	
   

  	
  Title:

  	
  SR VP

  	
   

  
										



 


3





















 


Site 1029


 


AGREEMENT
OF SALE


 


THIS
AGREEMENT made this
23rd day of June,
2005, between KIMCO LONGVIEW, LLC, a
Delaware Limited Liability Company, with an office at 3333 New Hyde Park Road, Suite 100
(P. O. Box 5020), New Hyde Park, New York 11042 (hereinafter, “Seller”), and INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois Corporation, with an office at 2901 Butterfield Road, Oak Brook,
Illinois 60523 (hereinafter, “Buyer”).


 


WHEREAS, Seller owns a portion of the shopping center
commonly known as Triangle Center, located in Longview, Washington (the “Shopping
Center”) and Seller wishes to sell and Buyer wishes to buy Seller’s entire
right title and interest in the Shopping Center;


 


NOW,
THEREFORE, in
consideration of the mutual covenants herein contained, the parties agree as
follows:


 


1.                                       DEFINITIONS. The following expressions shall have the
meanings set forth below:


 


1.1                                 “Real Estate” means the fee interest in the
land described on Exhibit 1 and all of the buildings and other
improvements constructed thereon.


 


1.2                                 “Space Lease(s)” means all lease(s),
license(s), concessions or other occupancy or use agreements, including all
modifications, addenda and supplements thereto and guarantees thereof, applicable
to any part of the Real Estate.  All
existing Space Leases as of the date hereof are listed on attached Exhibit 2.


 


1.3                                 “Property” means collectively all of Seller’s
rights and interests in the Real Estate, the Space Leases and the other assets
described in Article 2 hereof.


 


1.4                                 “Closing Date” means the date on which
Closing occurs.  “Closing” means the event
whereby title to the Property is actually conveyed by Seller to Buyer.


 


1.5                                 “Service Contracts” means all written
agreements pursuant to which goods, services or supplies are furnished on a
recurring basis for the operation of the Real Estate and are approved by Buyer
during the Due Diligence Period (as hereinafter defined).   Copies of such Service Contracts are
attached as Exhibit 3.


 


1.6                                 “Escrow Agent” means Chicago Title and Trust
Company, 171 North Clark Street, Chicago, Illinois, Attn: Nancy Castro, Escrow
Agent. Chicago Title and Trust Company may also be hereinafter referred to as
the “Title Company”.


 


1.7                                 “Due Diligence Period” means a period of time
commencing on the date a fully executed copy of this Agreement is received by
Buyer in accordance with Article 13 hereof and expiring at midnight, New
York time on July 7, 2005.


 


1.8                                 “Permitted Exceptions” means those certain
title exceptions set forth in Exhibit 6 attached hereto that are
approved by Buyer in accordance with the terms of Article 6 hereof.


 


1.9                                 “Personal Property” means all personal
property and equipment (if any) owned by Seller and located on the Real Estate.


 


1.10                           “First Deposit” means a deposit, to be paid by Buyer to Escrow Agent upon
the execution hereof, in the amount of Five
Hundred Thousand (500,000.00) Dollars, plus all interest earned
thereon.   “Second Deposit” means a
deposit, to be paid by Buyer to Escrow Agent pursuant to Section 3(A)(ii),
in the amount of One Million Five Hundred Thousand ($1,500,000.00) Dollars,
plus all interest earned therein. “Deposit” means the First Deposit and Second
Deposit collectively.


 


1.11                           “REA” means that certain Declaration of Easement and Conditions by and between
Seller (“Seller”) dated September 20, 2003, recorded on September 30,
2003 in the Office of the Cowlitz County Clerk, Cowlitz County State of
Washington, as document number 3201926, as amended by First Amendment to
Declaration of Easements and Conditions made by Seller dated and recorded on October 16,
2003 as Document Number 3203996.


 


2.                                       SALE AND PURCHASE.  In accordance with the provisions of this Agreement, Seller agrees to
sell, convey, assign and transfer to Buyer, and Buyer agrees to purchase and
acquire from Seller, subject to the Permitted Exceptions and Space Leases, all
of Seller’s right, title and interest in and to: (a) the Real Estate, (b) the
Space Leases, (c) any Personal Property, (d) any land lying in the
bed of


 





















 


any street, road or avenue, opened or proposed, in front of or
adjoining the Real Estate, (e) any strips or gores adjoining the Real
Estate, (f) all appurtenances and hereditaments appertaining to the Real
Estate and (g) the right to use, in common with others the name “Triangle
Center” provided Buyer’s use of same is done in a commercially reasonable
manner in connection with the first class operation of the


 


3.                                       PURCHASE PRICE.   The “Purchase Price” for the Property shall be Forty Million ($40,000,000.00)
Dollars shall be paid
as follows:


 


A.                                   (i)                                     Upon the execution of this Agreement Buyer
shall pay the Deposit to Escrow Agent by bank check to the order of Escrow
Agent or wire transfer of federal funds for immediate credit.


 


(ii)                                  The Deposit shall be invested by Escrow Agent
in a sound financial institution’s money market fund or account which pays
interest or dividends, in Escrow Agent’s name separate from its personal and
business accounts. All investment decisions shall be made by Buyer. If no
Closing occurs, all interest or dividends earned shall be paid to the party
entitled to the escrowed proceeds, which party shall pay all income taxes
thereon. The parties shall furnish Escrow Agent with their respective tax
identification numbers.   At Closing,
Escrow Agent shall pay the Deposit (together with all interest earned thereon)
to Seller; and the principal portion of the Deposit shall be a credit against
the Purchase Price (but no such credit shall be given for the interest earned
on such principal portion of the Deposit, if any, which shall be the property of
Buyer). All escrow fees, if any, charged by Escrow Agent shall be equally
shared by Seller and Buyer. Escrow Agent shall hold the Deposit as set forth
above unless either Seller or Buyer makes a written demand upon Escrow Agent
for the Deposit accompanied by an affidavit signed by the party making the
demand stating sufficient facts to show that said party is entitled to receive
the Deposit pursuant to the terms of this Agreement.  Upon receipt of such demand, Escrow Agent
shall give ten (10) days written notice to the other party of such demand
and of Escrow Agent’s intention to remit the Deposit to the party making the
demand on the stated date, together with a copy of the affidavit.   If Escrow Agent does not receive a written
objection before the proposed date for remitting the Deposit, Escrow Agent is
hereby authorized to so remit.   If,
however, Escrow Agent actually receives written objection from the other party
before the proposed date on which the Deposit is to be remitted, Escrow Agent
shall continue to hold the Deposit until otherwise directed by joint written
instructions from Seller and Buyer or until a final judgment of an appropriate
court. In the event of a dispute, Escrow Agent may place the Deposit with an
appropriate court and, after giving written notice of such action to the
parties, Escrow Agent shall have no further obligations with respect to the
Deposit. The parties acknowledge that Escrow Agent is acting as a stakeholder
at their request and for their convenience, that Escrow Agent shall not be
deemed to be the agent of either of the parties, and the Escrow Agent shall not
be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith or in willful or negligent disregard of this
Agreement.   Seller and Buyer shall
jointly and severally indemnify and hold Escrow Agent harmless from and against
all costs, claims and expenses, including reasonable attorney’ fees, incurred
in connection with the faithful performance of Escrow Agent’s duties hereunder.   Escrow Agent acknowledges agreement to the
provisions of this Agreement applicable to it by signing on the signature page of
this Agreement. Notwithstanding the foregoing, Buyer shall have the right to
deliver a notice of termination of this Agreement to Escrow Agent and Seller on
or prior to the expiration of the Due Diligence Period and Escrow Agent shall
be authorized, immediately upon receipt of such notice and verification of
Seller’s receipt of same, to return the Earnest Money to Buyer. Buyer agrees to
return all documents provided to Buyer by or on behalf of Seller to Seller
within fifteen (15) days of Tenant’s delivery of the notice of termination to
Escrow Agent and Seller.


 


(iii)                               If Buyer does not terminate this Agreement prior to the expiration of
the Due Diligence Period then Buyer shall pay the Second Deposit to Escrow
Agent by wire transfer of Federal Funds for immediate credit, such payment to
be made by Buyer on the next business day after the expiration of the Due
Diligence Period.


 


B.                                     At Closing, and subject to the terms and
provisions of this Agreement, Buyer shall pay Seller the balance of the
Purchase Price by wire transfer of immediately available federal funds into a
so-called “New York Style” closing escrow to be established by the Escrow
Agent.   Seller shall furnish Escrow
Agent with wire transfer instructions prior to Closing.


 


C.                                     Intentionally deleted.


 


D.                                    In connection with any Personal Property
included in the sale, the parties agree that no part of the Purchase Price shall
be deemed to have been paid by Buyer on account thereof.


 


2





















 


4.                                       CONDITIONS PRIOR TO CLOSING;
DUE DILIGENCE PERIOD.


 


4.1                                 (A) Buyer shall at Closing accept the
Property in AS IS physical condition as exists on the date hereof, subject to
reasonable wear and tear between the date hereof and the Closing Date. Buyer
acknowledges that Buyer will have the Due Diligence Period to inspect the
Shopping Center or cause an inspection thereof to be made on Buyer’s behalf and
it is understood and agreed that neither Seller nor any person acting or
purporting to act for Seller has made or now makes any representation as to the
physical condition (latent or patent or otherwise), income, expense, operation,
legality of current rents, or any other matter of thing affecting or relating
to the Shopping Center except as herein specifically set forth. Buyer hereby
expressly acknowledges that except as expressly set forth herein, no such
representations have been made and Buyer further agrees to take the Shopping
Center “as is” as of the date hereof and subject to normal use, wear, tear, and
deterioration between now and Closing. Buyer agrees that Seller is not liable
or bound in any manner by any financial or written statements, representations,
real estate brokers’ “set-ups”, or information pertaining to the Shopping
Center furnished by any real estate broker, agent, employee, trustee, servant
or other person, unless the same are specifically set forth herein. It is
understood and agreed that all understandings and agreements heretofore had
between the parties are hereby merged in this Agreement which alone fully and
completely expresses their agreement and that the same is entered into after
full investigation, neither party relying upon any statement or representation
made by the other not embodied in this Agreement.


 


(B)  Seller’s Required
Pre-Closing Deliveries


 


Seller shall, as soon as practicable after the date of this Agreement
but not later than five (5) business days after the date of this
Agreement, deliver to Buyer the following (which are referred to herein as “Pre-Closing
Deliveries”): (a) copy of the Space Leases affecting the Property and the
Ground Leases; (b) a certification from Seller (pursuant to the terms of
the Rent Roll (Exhibit 2) setting forth the name of each tenant at the
Property and the date of the Space Leases and any modifications or amendments
thereto, the amount of rent payable by each tenant throughout the term of its
respective Space Lease, any concessions granted to the tenants, the amount of
security deposits, if any, (or a certification that Seller is not holding any
security deposits), the expiration date of the Space Leases, and the existence
of any options to renew or extend the term of the Space Leases or to purchase
all or any part of the Property and such information with respect to any
subtenant if Seller has knowledge thereof; (c) a certification by Seller
that there are no employees at the Property; (d) a certification by Seller
that, other than as disclosed to Buyer, there are no service agreements,
maintenance contracts or other similar agreements affecting the Property; (e) copies
of the most recent tax bill for the Property, together with copies of any
notice of assessments received by Seller, or any other information relative to
taxes assessed against the Property; (f) copies, if any, of any
environmental reports, architectural drawings, warranties, guarantees, plans
and specs or any similar document in Seller’s possession relating to the
Property; (g) copies of any insurance policies or certificates insuring
the Property, whether purchased by Seller or by the tenants under the Space
Leases; (h) copies of certificates of occupancy for each tenant at the
Property and copies of any building code violations received by Seller with
respect to the Property during the last two years and evidence reasonably
acceptable to Buyer that such violations have been corrected, or a
certification from Seller that it has not received any notice of building code
violations; (i) the materials described on Buyer’s Due Diligence
Checklist, attached hereto as Exhibit 12, and made a part hereof; (j) as
applicable (depending upon the number of years the Property has been
operating), an operating statement for the Property for the two calendar years
prior to the year of the date hereof, and monthly operating statements for the
Property for each month of the year of the date hereof. Such statements shall
include reasonable detail of all items of income and expense, other than
construction costs as well as all items of capital expenditures made during the
relevant periods, other than capital expenditures made in connection with the
initial construction of the Shopping Center, and (k) an engagement and
representation letter signed by Seller and prepared by and for the benefit of
Buyer’s auditors substantially in the form attached hereto as Exhibit 18,
and made a part hereof.


 


4.2                                 On and after the date hereof, Buyer shall
have access to the Property for the purpose of making engineering, survey or
non-intrusive inspections and independent investigations; and Seller will on
receipt of reasonable prior written notice, provide Buyer with access to
information within its possession or control with respect to the Property, including
(without limitation) full and accurate copies of Space Leases, Service
Contracts, title information or instruments, and books and operating records of
the Shopping Center.   Buyer agrees to
defend, indemnify and hold Seller harmless from any personal injury or property
damage caused by Buyer in doing any testing, inspections or survey and such obligation
shall survive the Closing or sooner termination of this Agreement.   Buyer shall give Seller true, accurate and
complete copies of all written reports prepared by third parties resulting from
Buyer’s inspections and investigations.


 


4.3                                 (a)                                  Buyer shall have the Due Diligence Period
within which to inspect and examine the Real Estate, the Space Leases and the
Service Contracts.


 


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(b)                                 In the event that during the Due Diligence
Period, Buyer, in its sole judgment, and absolute discretion, determines that
Buyer is not satisfied with the condition of the Real Estate, the Property, the
Space Leases, the Ground Leases, or the Service Contracts then, prior to the
end of the Due Diligence Period, Buyer shall have the right by giving written
notice to Seller and Escrow Agent to cancel and terminate this Agreement
without liability except as set forth in Sections 4.2 and 15.8.   Upon receipt of such notice prior to the end
of the Due Diligence Period, Escrow Agent shall deliver the Deposit to
Buyer.   In the event Buyer fails to give
such notice prior to the end of the Due Diligence Period, Buyer’s right to
cancel this Agreement pursuant to this Section 4 shall lapse.


 


(c)                                  Notwithstanding expiration of the Due
Diligence Period, Buyer shall have the right to approve of (i) any
material changes in the status of title from the date of expiration of the Due
Diligence Period through the date of Closing; and (ii) the final As-Built
Survey of the Property to the extent such survey describes matters not depicted
on the survey provided prior to the expiration of the Due Diligence Period and
such matters materially affect marketability and/or financeability of the
Property.


 


4.4                                 Audit. At such time as Buyer’s auditors (KPMG) complete the audit of
Property operations, Seller agrees to execute and deliver to KPMG the audit
letter attached hereto as Exhibit 18, and made a part hereof. The
provisions of this Section 4.5 shall survive Closing.


 


5.                                       ADJUSTMENTS AND PRORATIONS.


 


5.1                                 Seller shall be entitled to all income
produced from the operation of the Property which is allocable to the period
prior to the Closing Date and shall be responsible for all expenses allocable
to that period; and Buyer shall be entitled to all income and responsible for
all expenses allocable to the period beginning at 12:01 A.M. on the
Closing Date. At Closing, all items of income and expense with respect to the
Property shall be prorated in accordance with the foregoing provisions and the rules for
the specific items set forth hereafter:


 


5.1.1                        Seller shall arrange for a billing under all those Service Contracts
for which fees are based on usage and with utility companies for a billing for
utilities, to include all utilities or service used up to the Closing Date, and
Seller shall pay the resultant bills.  In
the event any of the Service Contracts set forth in Exhibit 3 cover
periods beyond the Closing Date the same shall be prorated on a per diem basis.


 


5.1.2                        Real estate taxes, general, special and/or betterment assessments and personal
property taxes shall be prorated based upon the period (i.e., calendar or other tax fiscal year)
to which same are attributable, regardless of whether or not any such taxes are
then due and payable or are a lien. Seller shall pay at or prior to Closing (or
Buyer shall receive credit for) those unpaid taxes which are attributable to
periods prior to the Closing Date. In the event that as of the Closing Date the
actual tax bills for the tax year or years in question are not available and
the amount of taxes to be prorated as aforesaid cannot be ascertained, then
rates, millages and assessed valuation of the previous year, with known
changes, shall be used; and after the Closing occurs and when the actual amount
of taxes for the year or years in question shall be determinable, such taxes
will be re-prorated between the parties to reflect the actual amount of such
taxes.


 


5.1.3                        Rentals and other payments (other than “percentage rent” and common area
maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6)
which are payable pursuant to Space Leases shall be prorated on a per diem
basis as and when collected (subject to the provisions of Section 5.3).
Buyer shall not be obligated to make any payment or give any credit to Seller
on account of or by reason of any rental or other payments which are unpaid as
of the Closing Date, but shall be required to turn over Seller’s share of the
same within ten (10) days if, as and when received by Buyer after the
Closing; likewise, Seller agrees to turn over Buyer’s share of any payments
received from tenants applicable to any period from and after the date of
Closing within ten (10) days of Seller’s receipt of same; this provision
shall survive Closing.


 


5.1.4                        Percentage rent; if any, payable under each Space Lease shall be prorated
with respect to the lease year thereunder in which Closing occurs on a per diem
basis as and when collected.  Any
percentage rent collected by Buyer including any percentage rent which is
delinquent and pertaining to (i) an entire lease year or accounting period
of a tenant under a Space Lease which ends on a date prior to the Closing Date,
or (ii) that portion of a lease year or accounting period of such tenant
covering a period prior to the Closing Date where such lease year or accounting
period begins prior to the Closing Date and ends thereafter shall in both cases
be paid to Seller within ten (10) days of receipt by Buyer; and if any
tenant’s Space Lease provides for offsets or deductions against percentage
rent, then such offsets or deductions shall be prorated in the same manner as
the percentage rent itself is prorated. This provision shall survive Closing.


 


4





















 


5.1.5                        Gas, water, electricity, heat, fuel, sewer and other utilities charges
to which Section 5.1.1 cannot be applied, and the governmental
licenses, permits and inspection fees and operating expenses relating to the
Shopping Center (expressly excluding therefrom, however, such expenses relating
to the initial construction of the Shopping Center), shall be prorated on a per
diem basis.


 


5.1.6                        Common area maintenance expenses and charges shall be prorated. Seller
shall be responsible for all common area expenses and charges incurred prior to
the Closing Date, and Buyer shall be responsible for the same accruing on and
subsequent to the Closing Date.   All common
area expense payments made by each tenant and such charges paid under its Space
Lease for the entire lease year during which the Closing occurs, including
end-of-year adjustments, if any, shall be prorated between Seller and Buyer in
the following manner:   Not later than
three (3) days prior to Closing, Seller shall deliver to Buyer, with
regard to each Shopping Center tenant required to pay common area charges (“CAM
Charges”) under its lease, a detailed computation showing all CAM Charge
expenses incurred by Seller for the period from the beginning of each such
tenant’s then current billing period for CAM Charges (e.g., calendar year,
lease year, etc.) through the Closing Date, any CAM estimated payments or
charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”),
and a bill for the tenant’s pro rata share of CAM Charges (i.e., for CAM
charges through the Closing Date net of any such CAM Estimates held by Seller),
together with all invoices and other evidence documenting such CAM Charges in
detail required by such tenant’s lease. 
Buyer shall send any such bills to tenants promptly following Closing,
in which event such tenant shall pay any amount shown due directly to Seller,
and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility
to collect same.   However, if any tenant
rightfully refuses to pay such bill for CAM Charges due through the Closing
Date, then Buyer shall resubmit such bill to any such tenant at the same time
as Buyer next submits Buyer’s own bill to any such tenant; and any payment
thereafter made by any such tenant on account of CAM Charges shall belong to
and be forwarded within ten (10) days of its receipt to Seller until
Seller’s bill is paid in full.


 


Any CAM Estimates for any tenant shall be
retained by Seller up to the amount of the pre-Closing CAM Charges payable by
such tenant as evidenced by such bills and computations delivered by Seller at
Closing, and Buyer shall receive a credit for any excess CAM Estimates
collected by Seller.


 


5.1.7                        All prepaid rentals, other prepaid payments(other than monthly real estate
tax estimates or installments), security deposits paid pursuant to Space
Leases, electric, gas, sewer and water deposits deposited with Seller by
tenants, (including any accrued interest required under any Space Lease on all
of the foregoing, unless Seller is entitled to retain the benefit thereof)
under any Space Leases, license agreements or concession agreements relating to
the Property, shall all belong to Buyer and all shall be assigned and delivered
to Buyer at Closing, whereupon Seller shall be released from all liability with
respect thereto.  At Seller’s option,
Buyer shall receive a cash credit in the amount of all Security Deposits to be
delivered to Buyer at Closing, and Seller may retain same.


 


5.1.8                        Buyer shall not be responsible for any charges, salaries, vacation pay
or fringe benefits of employees of Seller prior to or following the Closing and
none of the foregoing shall be prorated.


 


5.2                                 All prorations and payments to be made under
the foregoing provisions shall be made on the basis of a written statement or
statements delivered to Buyer by Seller and approved by Buyer.  In the event any prorations, apportionments
or computation shall prove to be incorrect for any reason, then either party
shall be entitled to an adjustment to correct the same, provided that it makes written
demand on the one from who it is entitled to such adjustment within two (2) years
after the erroneous payment or computation was made; this provision shall
survive Closing.


 


5.3                                 All accounts receivable flowing from the
Property shall be treated as follows:


 


5.3.1                        Buyer and Seller agree to treat all base or minimum rental payments
received from a tenant as applicable to base or minimum rent which was owed by
that tenant, if any, first for the month prior to the month in which Closing
occurs and next for the month in which Closing occurs until the base or minimum
rental amount due to Seller for such periods have been collected. In the event
that there remains any unpaid base or minimum rent for a period prior to such
periods, all payments of base or minimum rent received from such tenant shall
be applied to sums owed Buyer before any part thereof shall be treated as
belonging to Seller. In the event that there remains any unpaid tenant
receivable other than base or minimum rent (including without limitation any
tax, CAM, insurance or percentage rent payments) for any period prior to
Closing, all payments received from any tenant in


 


5





















 


arrears (whether base or minimum rent or any other amount) shall be
applied first to any such sums owed Buyer from such tenant before any part
thereof shall be treated as belonging to Seller.


 


5.3.2                        In the event that any tenant of Seller or Buyer shall hereafter apply
or shall have heretofore applied for relief under the provisions of any
bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1
shall not apply, and the parties shall have the right to seek collection of
their respective accounts, their entitlements being determined by the Closing
and the other provisions of this Agreement. Neither party shall have the right
to enter into any transactions that purport to compromise claims belonging to
the other, without the other party’s prior written consent.


 


5.3.3                        “If at the Closing Date any tenants owe Seller any money (i.e. reimbursements
to Seller for payment of liens or violations on the Property that were created
by tenant(s) but that Seller is required hereunder to satisfy in order to
effectuate the sale of the Property or rent arrears (which shall include CAM
and tax reimbursements)), Seller shall have the right, subsequent to the
Closing, to collect such sums directly from the tenants, including bringing lawsuits
against the tenants (at Seller’s sole expense) for such collection (except that
Seller is prohibited from bringing a lawsuit against any tenant(s) to collect
rent in arrears for a period of thirty (30) days after such dispute or arrears
has arisen (the “Buyer Collection Period”); instead Buyer agrees to use
commercially reasonable efforts to collect such arrears on Seller’s behalf, if
Buyer is unsuccessful in collecting the tenant arrears by the expiration of the
Buyer Collection Period, then Seller shall have the right to collect such sums
directly form the tenants including bringing lawsuits against the tenants (at
Sellers sole expense) for such collection, however, Seller agrees that any such
legal action or collection shall not include any disturbance of the possession,
use or occupancy of the tenants or any right to evict the tenants, whether
pursuant to the lease provisions or otherwise, and Buyer shall at Seller’s
expense join in any lawsuit and/or also participate or cooperate with Seller in
its collection attempts. Buyer will (at Seller’s expense) join in such a
lawsuit or action only if the same does not include or require disturbance of
the possession of any tenants.”


 


5.3.4                        In the event Seller has granted rent concessions to tenants under space
lease(s) that would extend beyond the Closing Date, Buyer shall receive credit
for same.


 


5.4                                 If Buyer accepts the environmental condition
of the Property during the Due Diligence Period, then, prior to the expiration
of the Due Diligence Period, Seller and Buyer shall reasonably agree upon a
credit to be given to Buyer at Closing for the purpose of post-closing environmental
monitoring.


 


5.5                                 The provisions of this Article 5 will
survive Closing.


 


6.                                       TITLE AND SURVEY.


 


6.1                                 Seller shall convey and Buyer shall accept,
subject to the right of Buyer to review and approve all title matters,
documents and plats of record in regard to the condition of title to the
Property, title such as the Title Company will be willing to approve and insure
subject only to Permitted Exceptions as provided for in this Agreement. Buyer
acknowledges that it has heretofore received copies of Seller’s existing title
insurance policy for the Real Estate (the “Existing Title Policy”) and of
Seller’s existing survey of the Real Estate (the “Existing Survey”). Promptly
following the execution of this Agreement, Seller shall obtain (see Section 6.4
for allocation of costs) updates of the Existing Survey to the certification
standards described upon the Surveyor’s certification attached hereto as Exhibit 13
and made a part hereof (such updated survey hereinafter referred to as the “Updated
Survey”). Seller shall cause it to be certified to Seller and Buyer and Seller
shall promptly furnish Buyer, Seller and the Title Company with a copy thereof.
Promptly following the execution of this Agreement, Seller shall also (see Section 6.4
for allocation of costs) obtain a commitment for ALTA Form B Leasehold
Title Insurance (the “Title Commitment”); and Seller shall promptly cause the
Title Company to furnish Seller and Buyer with true accurate and complete
copies thereof (including true, accurate and complete copies of all underlying
title exception documents referenced therein). Not later than the expiration of
the Due Diligence Period, Buyer shall give Seller written notice (“Buyer’s
Title/Survey Notice”) of any title exceptions which are contained in the Title
Commitment and/or the Survey which are not Permitted Exceptions. Failure by
Buyer to give Buyer’s Title/Survey Notice (or to object to any matter
referenced in the Title Commitment) to Seller on or before said date shall
constitute Buyer’s final and irrevocable approval of the condition of title
(and to any such unobjected to matter) in and to the Real Estate. If Buyer’s
Title/Survey Notice shall be timely given Seller shall have a period of fifteen
(15) days following Seller’s receipt of Buyer’s Title/Survey Notice, to
commence to remove, correct, cure or satisfy (provided Seller does in fact
elect to so remove, correct, cure or satisfy) any title exceptions that were
identified in Buyer’s Title/Survey Notice as not being Permitted Exceptions, it
being nevertheless agreed that Seller shall have no obligation to undertake any
action or to incur any


 


6





















 


expense in order to effectuate any such removal, correction, cure or
satisfaction (except that notwithstanding the foregoing Seller shall be
required to remove or discharge any fee mortgages or deeds of trust, as well as
any other liens in an ascertainable dollar amount). In the event that Seller
elects not to attempt to remove, correct, cure or satisfy the matters raised in
Buyer’s Title/Survey Notice, or if having elected to do so, does not within
thirty (30) days thereafter, (or such additional time as is reasonably
necessary (not to exceed an additional fifteen (15) days without Buyer’s
written consent) to remove, correct, cure or satisfy the matter(s) so raised
using commercially reasonable good faith efforts) effectuate any such removal,
correction, cure or satisfaction as aforesaid (hereinafter called “title
correction”), Buyer shall have the right at its sole option either (a) to
terminate this Agreement, in which event the Deposit shall be returned to Buyer
and neither party shall thereafter have any further liability hereunder, or (b) to
accept such title as is disclosed by the Title Commitment and/or Survey without
title correction and without Survey correction and without any reduction to the
Purchase Price, thereby waiving any rights against Seller with respect thereto.
Said election shall be made by Buyer within three (3) days following Buyer’s
receipt of written notification by Seller that Seller has not effectuated (or
has elected not to effectuate) title correction. In the event that Seller (even
though under no duty to do so) shall undertake title correction and/or Survey
correction as aforesaid, and shall be successful, this Agreement shall continue
in full force and effect and Buyer shall close the transaction contemplated
hereby in accordance with the terms hereof. In the event that Seller shall only
be partially successful in obtaining title and/or Survey correction, Buyer
shall have the same alternative rights as Buyer would have in the event Seller
had declined to seek title and/or Survey correction (as set forth above). Buyer
shall make its election within three (3) days after Buyer’s receipt of
written notice from Seller to Buyer of the extent to which title and/or the
Survey has been corrected.


 


6.2                                 If at the Closing Date there may be any liens
or encumbrances which render title unmarketable or otherwise are not permitted
title exceptions hereunder, and which Seller is obligated or desires to pay and
discharge, Seller may use any portion of the balance of the Purchase Price to
satisfy the same, provided Seller shall simultaneously either deliver to Buyer
at the Closing instruments in recordable form and sufficient to satisfy such liens
and encumbrances of record together with the cost of recording or filing said
instruments; or provided that Seller has made arrangements with the title company
in advance of Closing, Seller will deposit with said company sufficient monies,
acceptable to and required by it to insure obtaining and the recording of such
satisfactions and the issuance of title insurance to Buyer either free of any
such liens and encumbrances, or with insurance against enforcement of same out
of the insured premises.   The existence of any such liens and
encumbrances shall not be deemed objections to title, if Seller shall comply
with the foregoing requirements.  Unpaid liens
for taxes, water charges, sewer rents and assessments which are the obligation
of Seller to satisfy and discharge shall be objections to title, and thus the
amount thereof, plus interest and penalties thereon, shall be deducted from the
Purchase Price to be paid hereunder and allowed to Buyer, subject to the provisions
for apportionment of taxes, water charges and sewer rents contained herein.
Unpaid franchise tax of any entity in the chain of title to which such tax is
applicable, or estate, income or other taxes which may be liens against the
Property as of the Closing Date shall not be an objection to title, provided the
title company agrees to insure against the collection of said taxes from the
Property and in such event if required by the title company, Seller agrees to
deposit at Closing with the title company an amount deemed reasonable by it to
secure the payment of such unpaid franchise tax, or other tax.


 


6.3                                 In the event that Seller is unable to convey
title in accordance with the terms of this Agreement, or if any representation
of Seller herein is untrue in a material respect on the Closing Date and Seller
does not correct same (it being understood Seller will be entitled to a
reasonable adjournment of Closing for such purpose, not to exceed fifteen (15)
days), the sole responsibility of Seller will be to refund (or cause to be
refunded by the Escrow Agent) to Buyer any amount paid on account of the
Purchase Price; upon the making of such refund, this Agreement shall be deemed canceled,
neither party shall have any further claim against the other by reason of this
Agreement, except that Buyer shall remain liable on its obligations under
Sections 4.2 and 15.8.


 


6.4                                 The costs of obtaining the Title Commitment,
the policy of title insurance to issue at Closing (in form subject to Buyer’s
sole discretion, and agreed to prior to the expiration of the Due Diligence
Period) with premium up to the amount of the Purchase Price “Basic Title Policy”
along with the costs of any excess coverage or endorsements, including, but not
limited to, waiving off all new construction, Zoning 3.1 with parking and
loading docks, Survey, Access, Usury, Location, Tax ID, Contiguity, EPA,
Comprehensive and Doing Business, to the extent available or applicable (the “Title
Endorsements”) required by Buyer shall be paid solely by Seller (Basic Title
Policy plus endorsements shall be referred to collectively as the “Title Policy”).
All costs of the survey shall be borne by Seller.


 


7.                                       DAMAGE, DESTRUCTION OR
REQUIRED ALTERATION.


 


7.1                                 Prior to Closing, in the event of any damage
to or destruction of all or part of the Real Estate (notice of which shall be
given to Buyer by Seller as soon as practicable following its


 


7





















 


occurrence), then Seller shall have the right (but not the obligation)
to adjourn the Closing Date for up to sixty (60) days in order to repair or
replace such damage or destruction, except that if the cost of such repair or
replacement exceeds ten percent of the Purchase Price, then in any such case (i) Buyer
shall have the right to terminate this Agreement by giving Seller written
notice of its intention to do so, such notice by Buyer to Seller to be given
not later than three (3) days after Buyer shall have received the notice
from Seller of such aforesaid occurrence, (in which event the Deposit shall
forthwith be returned to Buyer, whereupon this Agreement shall be null and void
and of no further force or effect whatsoever, except that Buyer shall remain
liable on its obligations under Sections 4.2 and 15.8); or (ii) if Buyer
elects not to (or does not have the right to) terminate this Agreement, this
Agreement shall continue in full force and effect except that at Closing Buyer
shall receive an abatement of the Purchase Price in an amount equal to Seller’s
reasonable good faith estimate of the amount required to repair and restore all
unrepaired damage (and Seller shall retain all rights to collect insurance
proceeds for such loss). Buyer may elect to have its architect provide a good
faith estimate of the amount required to repair and restore all unrepaired
damage. If Seller’s estimate disagrees with Buyer’s architect’s estimate, the
parties shall select another architect to make a final determination of the
amount required to repair and restore all unrepaired damage and both parties
shall be bound by the third architect’s determination. The party whose
architect differs most from the third architect’s determination shall pay the
third architect’s fee.


 


7.2(a) In the event that any
governmental authority having jurisdiction of all or part of the Real Estate
has notified Seller before the Closing that some alteration of or addition to
the Real Estate is required to be made by law, rule or regulation (notice
of which shall be given to Buyer by Seller as soon as practicable after its
receipt) or otherwise requires a cure of a violation, then (subject to the
provisions of Section 7.2(b)) Seller shall have the right (but not the obligation)
to undertake such alteration or addition or cure; provided, however, that if
the cost of such alteration or addition or cure shall exceed the sum of one
(1%) percent of the Purchase Price, then in such event Seller may either elect
to pay the entire cost and cure the same before the Closing or may decline to
undertake the same, in which event Buyer shall have the option, exercisable
within three (3) days following notice from Seller of the requirement and
Seller’s refusal to comply therewith, (i) to terminate this Agreement by
giving Seller notice thereof (in which event the Deposit shall forthwith be
returned to Buyer, whereupon the Agreement shall be null and void and of no
further force or effect whatsoever, except that Buyer shall remain liable on
its obligations under Sections 4.2 and 15.8); or (ii) if such notice of
termination is not timely given, to proceed with the Closing, in which event
the Purchase Price shall be reduced by Seller’s reasonable good faith estimate
of the cost to cure, up to the maximum sum of one percent of the Purchase
Price. Buyer may elect to have its engineer provide a good faith estimate of
the cost to cure. If Seller’s estimate disagrees with Buyer’s architect’s
estimate, the parties shall select another engineer to make a final
determination of the cost to cure and both parties shall be bound by the third
engineer’s determination. The party whose engineer differs most from the third
engineer’s determination shall pay the third engineer’s fee.


 


(b)                                 Notwithstanding the foregoing provisions of Section 7.2(a),
Seller may elect but shall have no obligation to cure or pay for, , any
violation which either (i) is first placed (i.e., notice first given to
Seller or first placed of record) after the date of this Agreement, or (ii) is
the responsibility of a Shopping Center tenant to cure or discharge pursuant to
its Space Lease. In the event Seller elects to cure or pay for such
violation(s), Seller shall have a period of fifteen (15) days after receipt of
notice of the violation to commence to cure or pay for same, and shall proceed
with diligence to cure same, however, if Seller elects to cure a violation, and
Seller reasonably believe that the Closing Date (as hereinafter defined) will
need to be extended more than thirty (30) days to effectuate the cure, then
Seller shall not commence to cure the violation then Buyer may elect to (i) complete
the purchase without any adjustment in the Purchase Price or (ii) terminate
the Agreement in such event, unless Buyer agrees to the required extension. In
the event Seller elects not to cure or pay for such violation, the sole
responsibility of Seller will be to refund (or cause to be refunded by the
Escrow Agent) to Buyer any amount paid on account of the Purchase Price; upon
the making of such refund, this Agreement shall be deemed cancelled, neither
party shall have any further claim against the other by reason of this
Agreement, except that Buyer shall remain liable on its obligations under
Sections 4.2 and 15.8.


 


8.                                       EMINENT DOMAIN.   In the event that any eminent domain
proceedings shall be commenced
prior to the Closing affecting (i) any of the parking area(s) within the
Real Estate or any access roadway serving the Real Estate that is not replaced
by an access roadway in a comparable location with respect to the Real Estate;
or (ii) which is of such a nature as would permit any tenant occupying
leased premises to cancel its Space Lease, Buyer shall have the right to
terminate this Agreement, by written notice given to Seller within three (3) days
after the event, (in which case the Deposit shall forthwith be returned to
Buyer, whereupon the Agreement shall be null and void and of no further force
or effect whatsoever). In any case wherein Buyer has the right to terminate
this Agreement pursuant to this Section 8 and Buyer elects not to
terminate, or in any case wherein Buyer does not have the right to terminate,
Buyer and Seller shall consummate Closing on the Closing Date, without any


 


8





















 


reduction to or abatement of the Purchase Price, and all theretofore
unpaid condemnation awards shall belong to Buyer.


 


9.                                       NO ASSIGNMENT.  
Buyer shall not have the right to assign this Agreement or its rights
under this Agreement without obtaining in each instance Seller’s prior written
consent. Notwithstanding the foregoing, Buyer shall have the right, without
Seller’s consent, to assign its entire right, title and interest in and to this
Agreement, expressly including the Deposit, to any entity controlling,
controlled by, or under common control with Buyer or Inland Western Retail Real
Estate Trust, Inc., a Maryland corporation, (an “Affiliate”); provided
that, not less than three (3) business days prior to Closing, Seller
receives an executed assignment and assumption agreement, in a commercially
reasonable form, which expressly assigns the Deposit and in which such assignee
expressly assumes performance of this Agreement for the benefit of Seller.  No such assignment or designation shall
relieve or release Buyer from any obligations under this Agreement (whether
arising pre- or post-closing), and Buyer shall remain jointly and severally
liable for all of same together with such assignee.


 


10.                                 COVENANTS AND REPRESENTATIONS.  As of
the date hereof, and to the best of Seller’s knowledge, Seller covenants,
warrants and represents to Buyer the following:


 


10.1                           Seller has obtained any consents from partners and/or shareholders
required to permit the transactions contemplated by this Agreement including
the sale of the Property to Buyer.


 


10.2                           There is no pending or threatened litigation affecting the Property
brought by or against Seller that would materially adversely affect Buyer
except as set forth in Exhibit 7 attached hereto and made a part
hereof. If Seller is served with process or receives notice that litigation
relating to the Property has been commenced against it, Seller shall promptly
notify Buyer. The provisions of this Section shall not apply to any
litigation relating to the property involving personal injury or property damage(s)
covered by insurance.


 


10.3                           The Space Leases described in Exhibit 2 comprise all the
Space Leases presently existing, and same have not been materially amended or
modified except (if at all) as may be set forth in Exhibit 2. Seller has
neither given nor received any outstanding, uncured notice of default to or
from any Space Lease tenant. Following a date which is five (5) business
days prior to the expiration of the Due Diligence Period (the “Cut Off Date”),
and prior to Closing, Seller will not, without the prior written consent of
Buyer (which Buyer agrees not to reasonably withhold or delay), cancel (except
for default by a tenant) or materially amend any Space Lease, or enter into any
new Space Lease or any Service Contract affecting the Property not cancelable
on 30 days notice. On or prior to the Cut Off Date, Seller may take any of the
foregoing actions without Buyer’s consent, provided it delivers a copy of any
new documentation evidencing same to Buyer not later than three (3) business
days prior to the expiration of the Due Diligence Period.


 


10.4                           Except as otherwise expressly provided herein, there are no contracts
or agreements affecting the Property other than the Service Contracts, Space
Leases, and Permitted Exceptions; and there are no on-site employees or hired
persons in connection with the management, operation or maintenance of the
Property; and Buyer shall have no obligation, liability or responsibility with
respect to charges, salaries, vacation pay, fringe benefits or like items
subsequent to Closing, nor with any management or employment agreements with
respect to the Property.


 


10.5                           The signatories to this Agreement on behalf of Seller have the power
and authority to enter into this Agreement and to bind Seller to the provisions
hereof.


 


10.6                           As of the date hereof: (i) to Daniel Slattery’s knowledge Seller
is not aware of and has receive no building code violation notices with respect
to the Property (other than notices of violations which have been removed or
corrected); and (ii) to Daniel Slattery’s knowledge Seller is not aware of
and has received no notices of any action or governmental proceeding in
connection with eminent domain, or for a zoning change, which would affect the
Property; and (iii) to Daniel Slattery’s knowledge Seller is not aware of
any structural problems in the improvements constructed upon the Property and
the exterior structures are in good condition and repair.


 


10.7                           Intentionally Deleted.


 


11.                                 THE CLOSING.


 


11.1                           The Closing shall be held at the Title Company’s offices (at the
address set forth above) at 9:00 A.M. on the Closing Date.  The Closing shall be (i) ten (10) days
after Winco and Bed,


 


9





















 


Bath and Beyond open for business (which is projected to be October 15,
2005) and (ii) after the conditions described herein are satisfied.


 


11.2                           At Closing, Buyer shall pay the Purchase Price as adjusted in
accordance with the provisions of this Agreement; and Buyer shall execute and
deliver such other instruments as Seller may reasonably request in connection
with or to consummate the transactions contemplated by this Agreement.


 


11.3                           (A)                              At Closing, Seller shall deliver to Buyer the
following:


 


(a)                                  A Special Warranty Deed in favor of Buyer for
the Real Estate in proper recordable form and duly executed and acknowledged by
Seller.


 


(b)                                 A.F.I.R.P.T.A. affidavit.


 


(c)                                  It shall be a condition precedent to Buyer’s
obligation to remit the remainder of the Purchase Price to the Title Company on
the Closing Date and effectuate the transaction contemplated herein that on or
before the third (3rd) business day prior to the Closing Date, Buyer shall have
received an estoppel certificate from each of the following “tenants” under a
Space Lease:


 


	
  1.

  	
   

  	
  Michaels

  
	
  2.

  	
   

  	
  Bed,
  Bath & Beyond

  
	
  3.

  	
   

  	
  Rite
  Aid

  
	
  4.

  	
   

  	
  Stewart
  Title

  
	
  5.

  	
   

  	
  Blockbuster

  
	
  6.

  	
   

  	
  Hallmark

  
	
  7.

  	
   

  	
  Petco

  
	
  8.

  	
   

  	
  Ace
  Hardware

  
	
  9.

  	
   

  	
  Washington
  Mutual

  
	
  10.

  	
   

  	
  Lower
  Columbia Eye Care

  
	
  11.

  	
   

  	
  Ross

  
	
  12.

  	
   

  	
  Lane
  Bryant

  
	
  13.

  	
   

  	
  Radio
  Shack

  
	
  14.

  	
   

  	
  Triangle
  Bowl

  
	
  (“Anchor
  Tenants”)

  



 


as well as from sixty (60%) percent of the remaining tenants occupying
less than ten thousand (10,000) square feet (each such tenant hereinafter
referred to as a “Non-Anchor Tenant”) (collectively such Non-Anchor Tenants
hereinafter referred to as the “Minimum Threshold”), each such estoppel to be
dated not more than 30 days prior to the Closing Date, in either the form
required by its Space Lease, or otherwise in the form attached hereto as Exhibit 10,
and made a part hereof, If Seller is unable to obtain any such required
estoppel from a tenant prior to Closing, Seller shall deliver its own estoppel
in the form attached as Exhibit 10 (provided, however, Buyer shall not be
obligated to accept Seller’s estoppel for any Anchor Tenant nor for more than
forty (40%) percent of the Non-Anchor Tenants at the Property), which shall
survive Closing (but if post-Closing Seller delivers any such tenant estoppel,
Seller shall be relieved from responsibility under any Seller estoppel it
delivered regarding all matters confirmed by such tenant estoppel). If Seller
fails to deliver any such required estoppel, Seller shall have no liability by
reason thereof provided, however that Seller shall not be required to deliver
its own estoppel containing an assertion that Seller in good faith believes to
be untrue, and Buyer’s sole right shall be to terminate this Agreement and to
obtain a refund of the Deposit as set forth in Section 14.3. If any
estoppel certificate is dated earlier than forty (40) days prior to the Closing
Date, in lieu of requiring Seller to obtain a new estoppel from the subject

tenant(s), which shall be required of Seller if any estoppel certificate
is dated earlier than sixty (60) days prior to the Closing Date, Buyer agrees
that Seller may deliver, at Closing, its representation that to the best of
Seller’s knowledge, the facts in said estoppel remain true in all material
respects as of the Closing Date.


 


(d)                                 Seller shall use its commercially reasonable
good faith efforts to obtain, prior to the expiration of the Due Diligence
Period, an estoppel certificate from each party to, or affected by any
declaration, association, reciprocal easement, or like agreement affecting the
Property (hereinafter “REA estoppel”). Seller will request that the estoppel be
in a form substantially similar to the form attached hereto as Exhibit 11
and made a part hereof. In the alternative, within five (5) days of the
date this Agreement is fully executed by Seller and Buyer, Seller shall provide
Buyer with the necessary information for each REA party such that during the
Due Diligence Period, Buyer may request the REA estoppel from the REA parties
directly. In the event Seller and Buyer are unable to obtain these estoppels
despite Seller’s commercially reasonable good faith efforts prior to the
expiration of the Due Diligence Period, Seller may deliver and Buyer may accept
(although nothing contained herein shall


 


10





















 


require Buyer to accept), its own estoppel in the form attached as Exhibit 11,
which shall survive Closing (but if post-Closing Seller delivers any such REA
estoppel, Seller shall be relieved from responsibility under any Seller
estoppel it delivered regarding all matters confirmed by such “REA” estoppel).


 


(e) It shall be a condition precedent to
Buyer’s obligation to remit the remainder of the Purchase Price to the Title
Company on the Closing Date and effectuate the transaction contemplated herein
that on or before the third (3rd) business day prior to the Closing
Date, Buyer shall have received an assignment of all warranties and guaranties,
if available, for materials and workmanship benefiting the Property, including
an acknowledgment by the material and/or service provider of the acceptance of
the assignment where required by the terms of the warranty and/or guaranty,
with all fees and costs of such assignment (and inspection, if required) (not
to exceed One Thousand Dollars ($1,000.00)) being paid at the sole cost and
expense of Seller; any such costs or fees in excess of One Thousand Dollars
($1,000.00) being shared equally between the parties hereto.


 


(B)                                At Closing, Seller and Buyer shall each execute and deliver to the
other the following:


 


(a)                                  An Assignment and Assumption Agreement for
the Space Leases in the form of Exhibit 4 attached hereto.


 


(b)                                 An Assignment and Assumption Agreement for
the Service Contracts, in the form of Exhibit 5 attached hereto.


 


(c)                                  Notices to tenants, in the form attached
hereto as Exhibit 14, and made a part hereof, notifying them of the sale
and (if applicable) the transfer of their security deposit to Buyer.


 


(d)                                 Notice to REA parties in form required by the
REA if applicable.


 


(e)                                  A Master Lease for a term expiring on the
earlier of (i) twelve (12) months from and after the date of Closing or (ii) such
date as Seller leases the remaining vacant space to tenants satisfying the
Tenant Conditions to achieve a total annual Fixed Rent of $2,845,000.00 for the
Shopping Center (the “FR Goal”). The Master Lease shall be funded in an amount
equal to the difference between the total annual Fixed Rent payable under
leased space (see Section 16(b)) and FR Goal which is hereinafter referred
to as “Lease-up Deficiency”. (See Exhibit 8 section 2(ii)).   However subject to the terms of the immediately
following sentence, notwithstanding the rent rate per square foot set forth in
the Rent Roll for the vacant space in the event Seller leases a portion of said
vacant space at a per square foot rate that is greater than provided for on the
Rent Roll, then it shall have the right to lease other vacant space at a lesser
rate per square foot than as shown on the Rent Roll up to the excess rent so
achieved.  Lease-up of the Property shall
in no event yield an average Fixed Rent and Reimbursements amount that is less than
the sum of Fixed Rent and Reimbursements per the Rent Roll.  The Master Lease shall be in the form of Exhibit 8
attached hereto and shall incorporate that portion of the Property vacant space
for which a bona fide Space Lease(s) had been executed but have become vacant
between the date hereof and the date of Closing with the “Tenant Conditions”
(as hereinafter defined) having been satisfied. For the purposes hereof, the Tenant
Conditions for any Property vacant space gross leasable area are hereby defined
as (i) a signed lease; (ii) with Tenant paying full rent and
reimbursements; (iii) with all the leasing commissions and tenant
improvement allowances either paid for by Seller or credited to Buyer; (iv) with
a certificate of occupancy or its equivalent occupancy permit issued by the
local governmental authorities, for such tenant’s respective demised premises; (v) with
Tenant open and operating for its permitted use; (vi) with Seller obtaining
an estoppel from Tenant that the delivery conditions (i.e. Landlord Work) have been
completed.  If a bona fide Space Lease
for the vacant space or any portion thereof with the Tenant Conditions
satisfied is executed prior to the Closing Date, the parties shall either not
enter into a Seller Lease or the applicable provisions thereof (including but
not limited to the annual base rent) shall be adjusted accordingly to reflect
that portion of the vacant space that is leased and thus released and not
covered by the Master Lease.  It is the
intent of the parties that the Master Lease shall be for the new vacant space
at the time of closing, if any, only and not for subsequent Property vacant
space. Seller acknowledges and agrees that it shall be responsible for placing
all vacant space in Vanilla Box condition however, it may be satisfied by
second generation space in “as is” condition such that a tenant has already
occupied same, and needn’t be in “new” condition 


 


11





















 


11.4                           Each party shall pay its own legal fees and travel and lodging expenses
in connection with this transaction. 
Seller shall pay for all transfer taxes and documentary stamps and the parties
shall each pay 1⁄2 of the recording
charges for transfer of title to the Real Estate and the “New York Style”
closing escrow fees charged by the Title Company.


 


11.5                           Buyer also agrees to cooperate with Seller to permit the conveyance of
the Property to be consummated as a part of a transaction intended by Seller to
qualify as a tax-free exchange under Section 1031 of the Internal Revenue
Code and in conjunction therewith to execute such documents as Seller may
reasonably request (such cooperation may include, without limitation, accepting
a conveyance from a party other than Seller and paying the Purchase Price to a
party other than Seller). In no event, however, shall (a) Buyer bear any
expense associated with the exchange transaction, (b) Buyer be obligated to
take title to Seller’s exchange property, (c) the consummation of such
tax-free exchange materially delay the conveyance to Buyer of the Property, (d) Buyer
have any liability to Seller or any other party for the qualification of the
exchange transaction for tax-free exchange treatment under Section 1031 of
the Internal Revenue Code or under any other provision and (e) the
consummation of such tax free exchange relieve Seller of any of its obligations
hereunder.


 


12.                                 BROKERS.


 


Each party represents and warrants to the
other that it dealt with no broker except Colliers International (the “Broker”)
in connection with this transaction. Seller shall pay Broker pursuant to a
Separate Agreement. Each party agrees to defend, indemnify and hold the other
harmless from and against any and all loss, liability and expense, including
reasonable attorney’s fees, that the indemnitee may incur arising by reason of
the above representation by the indemnitor being false. The provisions of this Section 12
shall survive Closing.


 


13.                                 NOTICES.                                      All notices, demands, requests, consents,
approvals or other communications (for the purpose of this Section collectively
called “Notices”) required or permitted to be given hereunder or which are
given with respect to this Agreement shall be valid only if in writing and sent
by registered or certified United States mail, return receipt requested,
postage prepaid, or delivered by Federal Express or UPS courier service,
addressed as follows:


 


	
  To Seller:

  	
   

  	
  10390
  Santa Monica Boulevard

  
	
   

  	
   

  	
  Suite 110

  
	
   

  	
   

  	
  Los
  Angeles, CA 90025

  
	
   

  	
   

  	
  Attn:
  Jerald Friedman

  
	
   

  	
   

  	
  Phone:
  (310) 284-6000

  
	
   

  	
   

  	
  Fax:
  (310) 284-6011 (fax)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with
  a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3333
  New Hyde Park Road

  
	
   

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
  New
  Hyde Park, New York 11042

  
	
   

  	
   

  	
  Attn:
  Barbara E. Briamonte, Esq.

  
	
   

  	
   

  	
  Phone:
  (516) 869-7157

  
	
   

  	
   

  	
  Fax:
  (516) 869-7201

  
	
   

  	
   

  	
   

  
	
  and a copy to:

  	
   

  	
  1111
  Burlington Avenue

  
	
   

  	
   

  	
  Suite 113

  
	
   

  	
   

  	
  Lisle,
  IL 60532

  
	
   

  	
   

  	
  Phone:
  (630) 437-6610

  
	
   

  	
   

  	
  Fax:
  (630) 322-9204

  
	
   

  	
   

  	
  Attention:
  Daniel Slattery

  
	
   

  	
   

  	
   

  
	
  To Buyer:

  	
   

  	
  Inland
  Real Estate Acquisitions, Inc.

  
	
   

  	
   

  	
  2901
  Butterfield Road Oakbrook, IL 60523

  
	
   

  	
   

  	
  Phone:
  (630) 218-4948

  
	
   

  	
   

  	
  Fax:
  (630) 218-4935

  
	
   

  	
   

  	
  Attention:
  G. Joseph Cosenza

  
	
   

  	
   

  	
   

  
	
  and a copy to:

  	
   

  	
  Lou
  Quilici

  
	
   

  	
   

  	
  Fax:
  (630) 218-4935

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with
  a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Inland Group, Inc.

  



 


12





















 


	
   

  	
   

  	
  2901
  Butterfield Road

  
	
   

  	
   

  	
  Oak
  Brook, IL 60523

  
	
   

  	
   

  	
  Attn:
  Robert Baum, General Counsel

  
	
   

  	
   

  	
  Facsimile
  No: (630) 218-4900

  
	
   

  	
   

  	
  Copy
  via facsimile:

  
	
   

  	
   

  	
  Charles
  J. Benvenuto (630) 571-2360

  
	
   

  	
   

  	
   

  
	
  To Escrow Agent:

  	
   

  	
  CHICAGO
  TITLE & TRUST COMPANY

  
	
   

  	
   

  	
  171
  North Clark Street

  
	
   

  	
   

  	
  Chicago,
  Illinois 60601

  
	
   

  	
   

  	
  Attn:
  Nancy Castro, Escrow Agent

  
	
   

  	
   

  	
  Phone:
  (312) 223-2709

  
	
   

  	
   

  	
  Fax:
  (312) 223-2108

  



 


or such other address as such party shall hereafter have specified by
Notice given by the same means. Any Notice shall be deemed given when delivered
to the carrier delivering same, delivery charges prepaid, and properly scaled
and addressed. Any Notice may also be given by telecopier to the following
numbers: Seller (516) 869-7201, Buyer (843) 852-3675, (630) 218-4935, (678) 996-2140
and (630) 218-4900;, and Escrow Agent (312) 223-2108, Attn: Nancy Castro,
provided that a “hard copy” of such notice is sent within one (1) business
day after such telecopier transmission in the manner above set forth; and in
the case of notice by telecopier (with confirmation sent as aforesaid), notice
shall be deemed given upon electronic confirmation of receipt.


 


14.                                 DEFAULTS.


 


14.1                           If Closing does not take place because of Buyer’s default the Deposit
shall be retained by Seller as agreed upon liquidated damages as Seller’s sole
remedy for such default, and thereupon this Agreement shall be null and void
and of no further force or effect whatsoever (except that Buyer shall remain
liable on its obligations under Sections 4.2 and 15.8).  The parties hereto expressly agree that
Seller’s actual damages in the event of a default by Buyer would be extremely
difficult or impractical to ascertain and that the amount of the Deposit
represents the parties’ reasonable estimate of such damages.


 


14.2                           If Closing does not occur due to Seller’s willful default and refusal
to close despite Buyer’s willingness to do so (such willingness includes waiver
by Buyer of any uncured title objection properly made by Buyer under Section 6.1
or material breach of representation or warranty by Seller) (such willful
default and refusal being hereinafter referred to as a “Seller Default”), then
Buyer, as its sole and exclusive right and remedy as a result of such Seller
Default, may elect to either (i) cancel this Agreement, in which event the
Deposit shall be returned to Buyer, Seller shall be liable for any title and
survey costs, as well as environmental site assessment, appraisal and legal
fees theretofore incurred by Buyer (however Seller shall not be obligated to
reimburse Buyer more than Twenty-Five Thousand Dollars ($25,000.00) in the
aggregate for such environmental site assessment, appraisal and legal fees), and
thereupon no party shall have any further right or obligation hereunder (except
that Buyer shall remain liable on its obligations under Sections 4.2 and 15.8),
or (ii) Buyer may enforce specific performance of this Agreement without
any reduction or abatement of the Purchase Price, together with the right of
Buyer to collect its reasonable attorney’s fees and costs of suit, subject to
the limitation on Landlord’s reimbursement of same described above.


 


14.3                           Subject to the provisions of Article 14.1 and 14.2 above, if
Closing should not occur for any reason whatsoever other than a default by
Buyer or a Seller Default (including without limitation by reason of a material
breach of representation or warranty of Seller or an uncured title objection
properly made by Buyer under Section 6.1, or a failure to deliver any
tenant estoppel required hereunder) which Buyer is not willing to waive, then
in such event this Agreement shall be and be deemed cancelled, the Deposit shall
be returned to Buyer, and thereupon Buyer shall have no other right, by way of
damages or otherwise, against Seller notwithstanding the existence of any
failure or breach of representation, warranty, covenant, title, provision of
estoppel or other Closing condition (provided that Buyer will remain liable on
its obligations under Sections 4.2 and 15.8).


 


15.                                 MISCELLANEOUS.


 


15.1                           The representations, warranties and covenants contained in Article 10
of this Agreement shall survive delivery of the deed for a period of twelve
(12) months. Other than the survival of such representations, warranties and
covenants, the acceptance of the deed by Buyer shall be conclusive evidence of
the performance by Seller of all of the provisions of this Agreement to be
performed by Seller.


 


13





















 


15.2                           This Agreement (including the Exhibits attached hereto) contains the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior or contemporaneous understandings, if any, with
respect thereto.


 


15.3                           This Agreement may not be canceled, modified, changed or supplemented,
nor may any obligation hereunder be waived, except by written instrument signed
by the party to be charged or by its agent duly authorized in writing.


 


15.4                           The parties do not intend to confer any benefit hereunder on any
person, firm or corporation other than the parties hereto and their respective
successors or assigns.


 


15.5                           “TIME IS OF THE ESSENCE” with respect to all provisions of this Agreement, with the sole
exception that each of Buyer and Seller shall be entitled to a single adjournment
(not to exceed two (2) business days in any event) of the Closing Date.


 


15.6                           This Agreement shall extend to and be binding upon the legal
representatives, heirs, executors, administrators and, subject to the
provisions of this Agreement, the permitted assigns of the parties hereto.


 


15.7                           Intentionally Deleted.


 


15.8                           Buyer represents and warrants that it will keep all information and/or
reports and/or documents obtained from Seller or its agents (including without
limitation the rent and other terms of the Space Leases), or related to or
connected with the Property (including without limitation the existence of this
Agreement and the Purchase Price) strictly confidential and will not disclose
any such information to any person or entity (except for Buyer’s attorneys,
consultants and advisors and except as required by law; provided that any such
parties similarly agree to treat such material confidentially), without the
prior written consent of Seller. In amplification and not in limitation of the
foregoing, Buyer may not make any public disclosure of the existence or terms
of this Agreement prior to Closing.


 


15.9                           This Agreement shall be governed by, interpreted under, and construed
and enforced in accordance with, the laws of the State wherein the Property is
located. This Agreement shall be construed in accordance with its plain meaning
and without reference to any maxim or rule of interpretation providing
that a writing should be construed against the party responsible for the
drafting thereof.


 


15.10                     This Agreement shall not be recorded or filed in the public records of
any jurisdiction by either party and any attempt to do so may be treated by the
other party as a breach of this Agreement.


 


15.11                     This Agreement may be executed in one or more counterparts, each of
which when so executed and delivered shall be deemed an original.


 


16.  Conditions Precedent to Buyer’s Obligation.


 


In addition to the conditions precedent
described in Article 11.3(A) (c), (d) & (e), Buyer’s
obligation to remit the remainder of the Purchase Price to the Title Company on
the Closing Date and effectuate the transaction contemplated hereunder is
subject to and contingent upon the following:


 


(a)          The Title Company’s issuing or committing to issue the Title Policy
insuring that fee simple title to the Property is vested in Buyer as required
in Article 6 hereof;


 


(b)         The completeness, truth and accuracy in all material respects and to
the best of Ruth Mitteldorf’s or Daniel Slattery’s knowledge of the Rent Roll,
and any certifications, schedules, covenants and statements prepared and
executed by Seller as part of the Pre-Closing Deliveries, the completeness in
all material respects and to the best of Seller’s knowledge of the Space Leases
delivered by Seller as part of the Pre-Closing Deliveries, the completeness,
truth and accuracy in all material respects and to the best of Seller’s
knowledge as of Closing, of the representations and warranties of Seller
contained in Section 10 hereof, and the performance by Seller, to the
extent possible by the date of Closing, of the covenants contained in Section 10
hereof. It shall be a condition to Buyer’s obligation to close with respect to
the Property that, at the Closing, Seller shall deliver to Buyer a Certificate
that shall confirm, to the best of Seller’s knowledge, the truth and accuracy
in all material respects, as of Closing, of Seller’s representations contained
in this Agreement, and the


 


14





















 


representations contained in such
certificate, as well as any continuing obligations of Seller hereunder, shall
survive the Closing for a period of twelve (12) months; and


 


(c)          That as of the date of closing: (i) neither Seller, as landlord
under the Space Leases, nor any tenant thereunder, shall be in material default
under the terms of any Space Lease and (ii) sufficient gross leaseable
area of the Property leased to tenants with the Tenant Conditions satisfied to
generate a total Annual Fixed Rental of at least $2,760,000.00.


 


[SEE SIGNATURE BLOCKS ON NEXT PAGE]


 


15





















 


IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement
as of the day and year first
above written.


 


 


	
   

  	
  BUYER:

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.

  
	
   

  	
   

  
	
  WITNESSES:

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/
  Lou Quilici

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Lou
  Quilici

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  SR VP

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
  Date
  of Execution:

  	
  6/14/2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
  KIMCO LONGVIEW LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  KD Longview 1029, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
  WITNESSES:

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Laura [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Ruth Mitteldorf

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ruth Mitteldorf

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  VP - Finance

  
	
  /s/ Sophie [ILLEGIBLE]

  	
   

  	
   

  	
  Date
  of Execution:

  	
  6/23/05

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Escrow
  Agent signs to confirm its

  
	
   

  	
   

  	
  agreement
  with the provisions of

  
	
   

  	
   

  	
  Section 3(A)(ii) hereof:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESSES:

  	
  ESCROW AGENT:

  
	
  CHICAGO TITLE & TRUST COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Nancy Castro

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Nancy Castro

  
	
   

  	
   

  	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  	
   

  	
  Date
  of Execution:

  	
  6/27/05

  	
   

  
								



 


16





















 


 


SCHEDULE OF
EXHIBITS


 


	
  1.

  	
   

  	
  Real
  Estate

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Space
  Leases

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Service
  Contracts

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Assignment
  and Assumption Agreement - Space Leases

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Assignment
  and Assumption Agreement - Service Contracts

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Permitted
  Exceptions

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Schedule of
  Litigation

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Master
  Lease

  
	
   

  	
   

  	
   

  
	
  9A.

  	
   

  	
  Leasing
  Parameters

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Form of
  Tenant and Guarantor Estoppel

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Form of
  REA estoppel

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Due
  Diligence Checklist

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Surveyor’s
  Certification

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Tenant
  Notice Letter

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Intentionally
  deleted.

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Intentionally
  deleted.

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Intentionally
  deleted.

  
	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Audit
  Letter

  



 


17





















 


EXHIBIT 1


 


PARCEL (B2)


 


LEGAL DESCRIPTION:


 


A PORTION OF
ASSESSOR’S PLAT NO. 17, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 8 OF
PLATS, PAGE 39, COWLITZ COUNTY DEED RECORDS, LOCATED IN THE SOUTHEAST
ONE-QUARTER OF SECTION 28, TOWNSHIP 8 NORTH, RANGE 2 WEST, WILLAMETTE
MERIDIAN, CITY OF LONGVIEW, COWLITZ COUNTY, WASHINGTON, AS SHOWN HEREON, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCING
AT A 1/8 INCH BRASS ROD IN A 2 INCH CONCRETE FILLED IRON PIPE
IN A MONUMENT BOX MARKING THE CENTERLINE INTERSECTION OF OCEAN BEACH
HIGHWAY AND 15TH AVENUE, WHICH POINT BEARS NORTH 15°01’25” EAST, 2130.62 FEET
FROM A 3-1/2 INCH DISK IN A MONUMENT BOX MARKING THE CENTERLINE INTERSECTION OF
SAID 15TH AVENUE AND WASHINGTON WAY; THENCE ALONG THE CENTERLINE OF SAID 15TH
AVENUE SOUTH 15°01’25” WEST, 1343.13 FEET TO A POINT; THENCE LEAVING SAID
CENTERLINE SOUTH 74°58’35” EAST, 50.00 FEET TO A 1/2 INCH X 30 INCH IRON ROD
WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS 26254” ON THE SOUTHEASTERLY
RIGHT-OF-WAY LINE OF SAID 15TH AVENUE; THENCE LEAVING SAID SOUTHEASTERLY
RIGHT-OF-WAY LINE SOUTH 74°58’35” EAST, 170.65 TO A 1/2 INCH X 30 INCH IRON ROD
WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS 26254” BEING THE TRUE POINT OF BEGINNING OF THE TRACT
DESCRIBED HEREIN; THENCE SOUTH 74°58’35” EAST, 178.05 FEET TO A POINT ON THE
NORTHERLY PROLONGATION OF THE WESTERLY RIGHT-OF-WAY LINE OF 12TH STREET AND A
1/2 INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS 26254”;
THENCE SOUTH 32°21’29” EAST, 59.77 FEET TO A 1/2 INCH X 30 INCH IRON ROD WITH A
YELLOW PLASTIC CAP MARKED “LAMBERT PLS 26254” BEING A POINT ON THE
SOUTHEASTERLY RIGHT-OF-WAY LINE OF 12TH STREET; THENCE LEAVING SAID
RIGHT-OF-WAY LINE SOUTH 57°38’31” WEST, 47.34 FEET TO A 1/2 INCH X 30 INCH IRON
ROD WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS 26254”; THENCE NORTH 32°21’29”
WEST 10.00 FEET TO A 1/2 INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP
MARKED “LAMBERT PLS 26254”; THENCE NORTH 74°58’35” WEST 182.62 FEET TO A 1/2
INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS 26254”;
THENCE NORTH 15°01’25” EAST, 68.53 FEET TO THE
TRUE POINT OF BEGINNING.


 


CONTAINS 14,010
SQUARE FEET, 0.32 ACRES, MORE OR LESS.


 


THE BASIS OF
BEARINGS AND BOUNDARY DETERMINATION FOR THIS DESCRIPTION IS PER A RECORD OF
SURVEY RECORDED AS SURVEY NO.   ,
COWLITZ COUNTY SURVEY RECORDS.


 





 





















 


THENCE SOUTH 32°21’29”
EAST, 223.02 FEET TO A POINT 10.00 FEET NORTHWESTERLY OF THE SOUTHEASTERLY LINE
OF TRACT 48 OF SAID ASSESSOR’S PLAT NO. 17, WHEN MEASURED PERPENDICULAR THERETO
AND A 1/2 INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS
26254”; THENCE ALONG A COURSE 10.00 FEET NORTHWESTERLY OF AND PARALLEL WITH THE
SOUTHEASTERLY LINE OF SAID TRACT 48 AND TRACT 46 OF SAID ASSESSOR’S PLAT SOUTH
57°38’31” WEST, 40.00 FEET TO A 1/2 INCH X 30 INCH IRON ROD WITH A YELLOW
PLASTIC CAP MARKED “LAMBERT PLS 26254”; THENCE LEAVING SAID PARALLEL LINE NORTH
32°21’29” WEST, 223.02 FEET TO A POINT OF TANGENT CURVE AND A 1/2 INCH X 30
INCH IRON ROD WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS 26254”; THENCE
ALONG THE ARC OF A 80.00 FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST, THE
CENTRAL ANGLE OF WHICH IS 31°55’32” (THE LONG CHORD OF WHICH BEARS NORTH 48°19’15”
WEST, 44.00 FEET), AN ARC DISTANCE OF 44.58 FEET TO A POINT OF CUSP AND A 1/2
INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS 26254”;
THENCE SOUTH 15°01’25” WEST, 391.85 FEET TO A POINT 10.00 FEET NORTHWESTERLY OF
THE SOUTHEASTERLY LINE OF SAID TRACT 46, WHEN MEASURED PERPENDICULAR THERETO
AND A 1/2 INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP MARKED “LAMBERT PLS
26254”; THENCE ALONG A COURSE 10.00 FEET NORTHWESTERLY OF AND PARALLEL WITH THE
SOUTHEASTERLY LINE OF SAID TRACT 46 AND THE SOUTHEASTERLY LINE OF TRACTS 44 AND
42 OF SAID ASSESSOR’S PLAT, AND THE SOUTHWESTERLY PROJECTION THEREOF, SOUTH
57°38’31” WEST, 879.74 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT-OF-WAY LINE
OF 12TH STREET AND A 1/2 INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP
MARKED “LAMBERT PLS 26254”; THENCE LEAVING SAID RIGHT-OF-WAY LINE NORTH 32°21’29”
WEST, 49.77 FEET TO A 1/2 INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP
MARKED “LAMBERT PLS 26254”; THENCE NORTH 74°58’35” WEST, 348.70 FEET TO A POINT
ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF SAID 15TH AVENUE (50.00 FEET FROM THE
CENTERLINE THEREOF) AND A 1/2 INCH X 30 INCH IRON ROD WITH A YELLOW PLASTIC CAP
MARKED “LAMBERT PLS 26254”; THENCE ALONG SAID RIGHT-OF-WAY LINE NORTH 15°01’25”
EAST, 60.00 FEET TO THE TRUE POINT OF
BEGINNING.


 


CONTAINS 495,358
SQUARE FEET, 11.37 ACRES, MORE OR LESS.


 


THE BASIS OF
BEARINGS AND BOUNDARY DETERMINATION FOR THIS DESCRIPTION IS PER A RECORD OF
SURVEY RECORDED AS SURVEY NO.                               ,
COWLITZ COUNTY SURVEY RECORDS.


 





 


2





















 


Exhibit 2


Leases


 


	
  a.

  	
  Ace
  Hardware

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated July 23,1999

  
	
   

  	
  ii.

  	
   

  	
  Assignment
  and Assumption of Lease dated December 31, 2003

  
	
  b.

  	
  Bed,
  Bath & Beyond

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated April   , 2005

  
	
  c.

  	
  Michaels

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated September 25, 2003

  
	
   

  	
  ii.

  	
   

  	
  First
  Amendment to Lease dated May 12, 2004

  
	
  d.

  	
  PETCO

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated October 17, 2003

  
	
  e.

  	
  Rite
  Aid

  
	
   

  	
  i.

  	
   

  	
  Original
  lease dated August 23, 1960

  
	
   

  	
  ii.

  	
   

  	
  Modification
  of Lease dated November, 1960

  
	
   

  	
  iii.

  	
   

  	
  Lease
  Modification Agreement dated June 30, 1971

  
	
   

  	
  iv.

  	
   

  	
  Memorandum
  of Lease dated June 30, 1971

  
	
   

  	
  v.

  	
   

  	
  Assignment
  of Lease dated October 31, 1985

  
	
   

  	
  vi.

  	
   

  	
  Lease
  extension dated March 17, 1986

  
	
   

  	
  vii.

  	
   

  	
  Assignment
  of Lease dated may 13, 1988 and July 13, 1988

  
	
   

  	
  viii.

  	
   

  	
  Lease
  Extension letter dated May 3, 1991

  
	
   

  	
  ix.

  	
   

  	
  Assignment
  of Lease dated July 9, 1992

  
	
   

  	
  x.

  	
   

  	
  Modification
  and Extension of Lease dated September 21,1993

  
	
   

  	
  xi.

  	
   

  	
  Amendment
  to Lease dated April   , 2005

  
	
  f.

  	
  Ross

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated February 2, 2004

  
	
  g.

  	
  Starbucks

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated September 22, 1998

  
	
  h.

  	
  Advance
  America

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated November 18, 2003

  
	
  i.

  	
  AT&T
  Wireless

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated November 10, 2000

  
	
  j.

  	
  Blockbuster

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated August 12, 2004

  
	
  k.

  	
  Check
  n’ Go

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated June 23, 1998

  
	
  l.

  	
  Citi
  Financial

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated December 17, 2001

  
	
  m.

  	
  EB
  Games

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated December 30, 2003

  
	
  n.

  	
  Fantastic
  Sam’s

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated January 7, 2004

  
	
  o.

  	
  Great
  Clips

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated June 12, 1998

  
	
   

  	
  ii.

  	
   

  	
  Assignment
  of Lease dated June 15, 1998

  
	
   

  	
  iii.

  	
   

  	
  Letter
  agreement dated July 5, 2003

  
	
  p.

  	
  H &
  R Block

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated September 12, 2003

  
	
   

  	
  ii.

  	
   

  	
  Assignment
  of Lease dated October 27, 2003

  



 





















 


	
  q.

  	
  Hallmark

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated July 1, 1990

  
	
   

  	
  ii.

  	
   

  	
  Modification
  of Lease dated 10/12/94

  
	
   

  	
  iii.

  	
   

  	
  Second
  Modification of Lease dated July 23, 2001

  
	
   

  	
  iv.

  	
   

  	
  Third
  Modification of Lease dated January 15, 2002

  
	
   

  	
  v.

  	
   

  	
  Fourth
  Modification of Lease dated October 8, 2003

  
	
   

  	
  vi.

  	
   

  	
  Letter
  Renewal Option dated April 13, 2005

  
	
  r.

  	
  Just
  Music

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated August 7, 2003

  
	
  s.

  	
  Lane
  Bryant

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated June 6, 2004

  
	
  t.

  	
  L.A.
  Weight Loss

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated May 11, 2004

  
	
  u.

  	
  Lower
  Columbia Eye Clinic

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated September 12, 2003

  
	
  v.

  	
  Moonlight
  Bay

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated January 13, 2004

  
	
  w.

  	
  Open
  Advance MRI

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated December 12, 2001

  
	
   

  	
  ii.

  	
   

  	
  Consent
  to Assignment of Lease dated March 6, 2002

  
	
  x.

  	
  Pizza
  Schmizza

  
	
   

  	
  i.

  	
   

  	
  Letter
  of Intent dated August 30, 2004

  
	
  y.

  	
  Quiznos

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated January 7, 2004

  
	
  z.

  	
  Radio
  Shack

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated July 24, 1972

  
	
   

  	
  ii.

  	
   

  	
  Modification
  and Extension of Lease dated July 1, 1979

  
	
   

  	
  iii.

  	
   

  	
  Lease
  Extension Agreement dated April 17, 1998

  
	
   

  	
  iv.

  	
   

  	
  Renewal
  Letter dated August 25, 2004

  
	
  aa.

  	
  Sleep
  Country

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated January 6, 2005

  
	
  bb.

  	
  Stewart
  Title

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated July 20, 1998

  
	
   

  	
  ii.

  	
   

  	
  Assignment
  of Lease dated August 29, 2003

  
	
  cc.

  	
  US
  Cellular

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated February 6, 2004

  
	
  dd.

  	
  USA
  Nails

  
	
   

  	
  i.

  	
   

  	
  USA
  Nails Lease dated December 8, 2004

  
	
  ee.

  	
  Washington
  Mutual

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated January 7, 2002

  
	
  ff.

  	
  Weyerhauser
  Credit Union ATM

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated November 6, 2003

  
	
  gg.

  	
  Pizza
  Schmizza

  
	
   

  	
  i.

  	
   

  	
  Lease
  dated September 24, 2004

  
	
  hh.

  	
  Lease
  Agreement between Triangle Development and William LaRiviere Sr. and Deborah
  Frank LaRiviere and Original Concept, LLC (Schlutsky’s) dated July 17,
  2001

  
	
  ii.

  	
  Washington
  State Liquor Control Board LOI dated April 18, 2005

  
	
  jj.

  	
  Bowling
  Alley lease dated 5/17/05.

  



 





















 


EXHIBIT 3


 


Existing Agreements


 


1.               Agreement of Patrol Service Metro Watch, Inc
dated June 1, 2004


2.               Janitorial Service Agreement dated May 26,
2004


 





















 


EXHIBIT 4


 


ASSIGNMENT AND ASSUMPTION OF
LEASES


 


THIS
ASSIGNMENT, made this      
day of                        ,
2005, by and between KIMCO LONGVIEW LLC., a Delaware Limited Liability Company,
(“Assignor”) and INLAND WESTERN LONGVIEW TRIANGLE, L.L.C., a Delaware limited
liability company (“Assignee”).


 


W I  T  N  E
S  S  E  T  H:


 


Assignor is landlord under all those certain
leases described on Exhibit “A” attached hereto and made a part hereof (“Leases”)
relating to the property described on Exhibit “B” attached hereto and made
a part hereof.


 


Assignor desires to assign to Assignee, and
Assignee desires to accept the assignment from Assignor of all of Assignor’s
right, title and interest in and to the Leases.


 


NOW,
THEREFORE, in consideration of the
mutual covenants and conditions contained herein, the parties hereto, intending
to be legally bound hereby, covenant and agree as follows:


 


1.                                       Assignor hereby transfers, assigns and sets
over unto Assignee all of Assignor’s right, title and interest in and to the
Leases, including, without limitation, all of Assignor’s right, title and
interest in and to the security deposits listed on Schedule A
attached hereto and incorporated herein. Assignor agrees to, and hereby does,
indemnify, save and hold Assignee harmless of, from and against any and all
loss, cost, expense, liability, damages, actions, causes of action, demands or
claims arising out of or in connection with the obligations of landlord under
the Leases arising or accruing prior to the date hereof (including without
limitation any that relate to the security deposits pursuant to Leases).


 


2                                          Assignee hereby accepts the foregoing
assignment and assumes all of Assignor’s obligations under the Leases arising
from and after the date hereof.


 


3.                                       Assignee agrees to, and hereby does,
indemnify, save and hold Assignor harmless of, from and against any and all
loss, cost, expense, liability, damages, actions, causes of action, demands or claims
arising out of or in connection with the obligations of landlord under the
Leases arising from and after the date hereof (including without limitation any
that relate to the security deposits assigned and transferred to Assignee
hereby).


 


4.                                       The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


IN WITNESS
WHEREOF, the parties hereto have
caused this Agreement to be duly executed the day and year first above written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
  KIMCO
  LONGVIEW, LLC

  
	
   

  	
   

  
	
   

  	
  BY:
  KD Longview 1029, Inc.

  
	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
  INLAND
  WESTERN LONGVIEW TRIANGLE, L.L.C., a

  
	
   

  	
  Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland
  Western Retail Real Estate Trust, Inc., a

  
	
   

  	
  Maryland
  corporation, its sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


21





















 


EXHIBIT “A”


 


[TO FOLLOW]


 


22





















 


EXHIBIT “B”


 


[TO FOLLOW]


 


23





















 


EXHIBIT 5


 


ASSIGNMENT AND ASSUMPTION OF
SERVICE CONTRACTS


 


THIS
ASSIGNMENT, made this       
day of
                         ,
2005, by and between KIMCO LONGVIEW, LLC., a Delaware Limited Liability
Company, (“Assignor”) and INLAND WESTERN LONGVIEW TRIANGLE, L.L.C., a Delaware
limited liability (“Assignee”).


 


W I T N E S
S E T H :


 


Assignor is the owner of the property described
on Exhibit “A” attached hereto and made a part hereof (“Premises”).
Assignor desires to assign to Assignee, and Assignee desires to accept the
assignment from Assignor of all of Assignor’s right, title and interest in and
to those certain service contracts relating to the Premises described on Exhibit “B”
attached hereto and made a part hereof (“Service Contracts”).


 


NOW,
THEREFORE, in consideration of the
mutual covenants and conditions contained herein, the parties hereto, intending
to be legally bound hereby, covenant and agree as follows:


 


1.                                       Assignor hereby grants, transfers and assigns
to Assignee, its successors and assigns, all of the right, title and interest
of the Assignor in and to the Service Contracts.  Assignor hereby indemnifies and agrees to
defend and hold Assignee harmless from and against all damages, claims, liabilities,
costs and expenses (including reasonable attorneys’ fees) arising out of or
relating to the Service Contracts that accrue prior to the date hereof.


 


2.                                       Assignee hereby accepts said assignment and
assumes all of the Assignor’s duties and obligations arising out of the Service
Contracts from and after the date hereof. 
Assignee hereby indemnifies and agrees to defend and hold Assignor
harmless from and against all damages, claims, liabilities, costs and expenses
(including reasonable attorneys’ fees) arising out of or relating to the Service
Contracts from and after the date hereof.


 


3.                                       The provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


IN WITNESS
WHEREOF, Assignor and Assignee
have each caused this Assignment to be duly executed the day and year first
above written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
  KIMCO
  LONGVIEW, LLC

  
	
   

  	
  BY:
  KD Longview 1029, Inc.

  
	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
  INLAND
  WESTERN LONGVIEW TRIANGLE, a

  
	
   

  	
  Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland
  Western Retail Real Estate Trust, Inc., a

  
	
   

  	
   

  	
  Maryland
  corporation, its sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


24





















 


EXHIBIT “A”


 


[TO FOLLOW]


 


25





















 


EXHIBIT “B”


 


[TO FOLLOW]


 


26





















 


EXHIBIT
6


 


Permitted Exceptions


 


1.                                       See
Schedule 6A attached hereto and made a part hereof.


 


2.                                       Laws
and governmental regulations that affect the use and maintenance of the Shopping
Center.


 


3.                                       Rights,
if any, of any utility company to construct and/or maintain lines, pipes,
wires, cables, poles, conduits and distribution boxes and equipment in, over,
under, and/or upon the Real Estate or any portion thereof.


 


4.                                       Current
(tax year 2003-2005) Real Estate Taxes and assessments, subject to
apportionment as hereinafter set forth.


 


5.                                       Rights,
if any, of tenants under Space Leases.


 


6.                                       The
Service Contracts assumed by Buyer and approved by Buyer during the Due
Diligence Period.


 


7.                                       Any
and all other covenants, easements, reservations, agreements and other matters,
if any, of record as of the date of this Agreement; provided same do not
prohibit the maintenance of the Real Estate or the existing use thereof. Should
a dispute arise as to whether any of such matters prohibit the maintenance or
existing use of the Real Estate, Buyer agrees that same shall not constitute a
title objection if the title company shall affirmatively insure that they do
not prohibit such maintenance or existing use of the Real Estate.


 


8.                                       Any
matter than an accurate survey may show.


 


9.                                       The
REA.


 


27





















 


EXHIBIT “6-A”


 


(Schedule “B” from Seller’s
Existing Title Policy)


 


28





















 


EXHIBIT
7


 


Schedule of Litigation


 


[NONE]


 


29





















 


EXHIBIT
8


 


FORM OF MASTER LEASE

MASTER LEASE


 


ESCROW
AGREEMENT


 


This ESCROW AGREEMENT is made and entered into
as of                ,
2005, by and among Kimco Longview LLC, a Delaware Limited Liability Company (“Seller”),
and Inland Western Longview Triangle, L.L.C., a Delaware limited liability
company (“Purchaser”), and CHICAGO TITLE INSURANCE COMPANY (hereinafter
referred to as “Escrow Agent”) having as its address - attention: Nancy Castro,
Division II, 171 North Clark Street, Chicago, Illinois 60601.


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, pursuant
to that certain Agreement of Sale, dated as of                      
(the “Contract”), Purchaser acquired on and as of the date hereof from Seller a
portion of that certain real property known as Triangle Center shopping center
located in Longview, Washington (the “Property”); and


 


WHEREAS, Seller has
agreed to deposit with Escrow Agent the sum of                                                     and
          Dollars ($                  )
(the “Master Lease Deposit”) with respect to Seller’s obligation to pay certain
lease commissions, landlord’s share of tenant build out, free rent periods, and
rent payable to Purchaser, and other charges, for the Vacant Space (as defined
below), and as itemized on Exhibit A attached hereto and made a part
hereof by this reference (the “Deposit Breakdown”); and


 


WHEREAS, the
Master Lease Deposit is hereafter sometimes referred to as the Escrow Deposit.


 


WHEREAS, Escrow
Agent is willing to accept the Escrow Deposit and hold and disburse same in
accordance with the terms and conditions set forth below.


 


NOW, THEREFORE,
for and in consideration of the premises hereto, the covenants and agreements
hereinafter made, and for Ten Dollars ($10.00) in hand paid to Escrow Agent,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.               Seller
hereby deposits with Escrow Agent, and Escrow Agent hereby acknowledges receipt
of the Master Lease Deposit. Escrow Agent hereby agrees to deposit the Escrow
Deposit into an interest bearing account with a bank, savings and loan
institution, money market account, or other depository reasonably satisfactory
to Purchaser, Seller and Escrow Agent, with interest accruing for the benefit
of Seller. The federal taxpayer identification of Seller is as follows:                  
and the FEIN of Seller’s general partner is                    .


 


2.               Escrow Agent shall
retain the Escrow Deposit in the account, and shall cause the same to be disbursed
therefrom as follows:


 


(i)                                     Subject
to the terms hereof, the Escrow Deposit shall be held and disbursed by Escrow
Agent and used to fund to Purchaser the items set forth on the Deposit
Breakdown.


 


(ii)                                  For
purposes hereof, the term “Vacant Space” shall mean the          
square feet of tenant floor area at the Property that, as of the date of
Closing, for which the Tenant Conditions as hereinafter defined are not
satisfied. For the purposes hereof, the Tenant Conditions for any Property
vacant space gross leasable area are hereby defined as (i) a signed lease, and
(ii) with Tenant either paying full rent and reimbursements or the all
conditions precedent to Rent Commencement Date (as defined in such tenant
lease) shall have occurred or been satisfied and (iii) with all the leasing
commissions and tenant improvement allowances either paid for by Seller or
credited to Buyer and (iv) with a certificate of occupancy or its equivalent
occupancy permit issued by the local governmental authorities, for such tenant’s
respective demised premises and (v) Tenant shall have open and operated for its
permitted use for at least one day. Purchaser shall receive a prorated credit
from the Master Lease Deposit on the date of Closing (as defined in the
Contract) for the rent and reimbursable expenses attributable to the New Vacant
Space, as defined in the contract and also referenced herein as Vacant Space
from the date of Closing through the end of the month in which Closing occurs
in accordance with the terms of Exhibit “A” attached hereto and made a part
hereof. Thereafter, through the date upon which


 


30





















 


all Tenant Conditions are satisfied with respect to all or any portion
of the Vacant Space, Escrow Agent shall pay to Purchaser (and Escrow Agent is
hereby authorized to pay to Purchaser without further direction from Seller)
from the Master Lease Deposit, on the first day of each month, the amount of
rent and other reimbursable expenses and other charges (in accordance with the
terms of Exhibit A) which would be due on a monthly basis from tenants of the
Vacant Space as if the Tenant Conditions were satisfied (prorated for any
partial month) (the “Master Lease Deposit Monthly Payment”). The Master Lease
Deposit Monthly Payment shall be made by Escrow Agent to Purchaser until such
time as the respective tenant(s) for the Vacant Space, and Seller, have
satisfied the Tenant Conditions. Purchaser shall promptly notify Seller and
Escrow Agent of the date any tenant satisfies its Tenant Conditions. The Vacant
Space may be subdivided and leased to more than one tenant in Seller’s
commercially reasonable discretion. As all or any portion of the Vacant Space
is leased during the 12-month period following the date of Closing, with the
Tenant Conditions having then been satisfied for such Vacant Space so leased,
the balance of the Master Lease Deposit remaining to the end of the Escrow Term
(as hereinafter defined)(measured as the number of days remaining from the date
the Tenant Conditions for such leased portion of the Vacant Space are met
through the last day of the Escrow Term), attributable to rent, reimbursable
expenses, taxes, other charges and Excess Leasing Costs (defined as those costs
stated on Exhibit “A” for such expense less the actual cost incurred for such
expense) for such leased portion of the Vacant Space, shall be released to
Seller upon the joint direction of Seller and Purchaser. The approval of a disbursement
requested by either party will be deemed approved if the non-requesting party
does not object to the disbursement request within five (5)-business days of
receipt of such request. That portion of the Master Lease Deposit attributable
to tenant improvement allowances, free rent, and broker or consultant fees and
commissions (collectively, the “Leasing Costs”), shall be released for payment
(either to Seller or third parties, as the case may be) upon presentment of the
required lien waivers and related documentation required by any governing lease
or commission agreement. The balance of the Master Lease Deposit attributable
to the Leasing Costs, if any, after satisfaction of the Tenant Conditions with
respect to all or any portion of the Vacant Space within the 12-month
period following the date of Closing, shall be released to Seller in accordance
with the terms of Exhibit A. However, if the Tenant Conditions have not been
satisfied within 12-months of the date of Closing for any portion of the Vacant
Space to achieve the Lease-up Deficiency as defined in 11(B)(d) of the
Agreement of Sale on the first day of the nineteenth month after date of
Closing, all remaining sums then remaining of the Master Lease Deposit
attributable to such Leasing Costs (to the portion of vacant space necessary to
achieve the Lease-up Deficiency) shall be released to Purchaser. Purchaser
shall promptly notify Seller and Escrow Agent of the date any tenant opens for
business as provided under any lease. Any interest on the Escrow Deposit shall
be the property of Seller and in all events shall be disbursed to Seller no
later than the final disbursement made pursuant hereto. The term of this Escrow
Agreement (the “Escrow Term”) shall be from the date hereof until the first to
occur of: (a) 12-months from the date of Closing; or (b) such date as Seller
leases the n vacant space.


 


(iii)          In the event either party objects to
the disbursement of the Escrow Deposit, the Escrow Agent shall have the right,
at its option, either (a) to hold the Escrow Deposit in escrow pending
resolution of such objection by mutual agreement of the parties or by judicial
resolution of same or (b) to disburse the Escrow Deposit into the court having
jurisdiction over such objection. After any disbursement of the Escrow Deposit
under the terms of this Escrow Agreement, Escrow Agent’s duties and obligations
hereunder shall cease. In the event of any dispute regarding disbursement of
the Escrow Deposit, the party ultimately receiving the Escrow Deposit after
resolution of such dispute shall be entitled to receive from the other party
all the prevailing party’s costs and expenses incurred in connection with the
resolution of such dispute including, without limitation, all court costs and
reasonable attorney’s fees.


 


3.               This
Escrow Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, principals, successors and assigns and shall
be governed and construed in accordance with the laws of the State of
Washington. No modification, amendment or waiver of the terms hereof shall be
valid or effective unless in writing and signed by all of the parties hereto. This
Escrow Agreement may be executed in multiple counterpart originals, each of
which shall be deemed to be and shall constitute an original. This Escrow
Agreement constitutes the entire agreement between the parties hereto with
respect to this Escrow, and it supersedes all prior understandings or
agreements of the parties with respect thereto.


 


4.               Notices.
All notices, requests, consents and other communications hereunder shall be
sent to each of the following parties and be in writing and shall be personally
delivered, sent by Federal Express or other overnight or same day courier
service providing a return receipt, to the following addresses:


 


31





















 


	
  If to Purchaser:

  	
   

  
	
   

  	
   

  
	
   

  	
  Inland Real Estate Acquisitions, Inc.

  
	
   

  	
  2901 Butterfield Road

  
	
   

  	
  Oakbrook, IL 60523

  
	
   

  	
  Attention: Lou Quilici

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  The Inland Group, Inc.

  
	
   

  	
  2901 Butterfield Road

  
	
   

  	
  Oak Brook, IL 60523

  
	
   

  	
  Attn: Robert Baum, General Counsel

  
	
   

  	
  Facsimile: (630) 218-4900

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Mr. Charles J. Benvenuto, Esq.

  
	
   

  	
  2901 Butterfield Road, 3rd Floor

  
	
   

  	
  Oak Brook, Illinois 60523

  
	
   

  	
  Telephone: 630-571-2331

  
	
   

  	
  Facsimile: 630-571-2360

  
	
   

  	
   

  
	
  If to Seller:

  	
  10390 Santa Monica Boulevard

  
	
   

  	
  Suite 110

  
	
   

  	
  Los Angeles , CA 90025

  
	
   

  	
  Attn: Jerald Friedman

  
	
   

  	
  Phone: (310) 284-6000

  
	
   

  	
  Fax: (310) 284-6011 (fax)

  
	
   

  	
   

  
	
  with a copy to:

  	
   

  
	
   

  	
   

  
	
   

  	
  3333 New Hyde Park Road

  
	
   

  	
  Suite 100

  
	
   

  	
  New Hyde Park, New York 11042

  
	
   

  	
  Attn: Barbara E. Briamonte, Esq.

  
	
   

  	
  Phone: (516) 869-7257

  
	
   

  	
  Fax: (516) 869-7201

  



 


5.               Counterparts.
This Escrow Agreement may be executed in counterparts and shall constitute an
agreement binding on all parties notwithstanding that all parties are not
signatories of the original or the same counterpart. Furthermore, the
signatures from one counterpart may be attached to another to constitute a
fully executed original. The Escrow Agreement may be executed by facsimile.


 


6.               Seller’s
Form Lease and Leasing Parameters. Purchaser has approved of Seller’s form
tenant lease and agrees to reasonably approve of variations negotiated in good
faith by Seller with prospective tenants in the ordinary course of business. Seller
and Purchaser further agree that attached hereto as Exhibit B, and made a part
hereof, is the agreed-to Leasing Parameters applicable to the lease-up of the Vacant
Space. Purchaser shall be obligated to accept a prospective tenant and its
prospective lease so long as the terms of this paragraph 6 and Exhibit B are
adhered-to. Notwithstanding the foregoing, in the event there is a conflict
between an actual lease approved by Purchaser and the terms of the Leasing Parameters,
the actual, approved lease shall control in regard to Seller’s adherence to the
Leasing Parameters.


 


32





















 


IN WITNESS
WHEREOF, each of the parties hereto has caused this Escrow Agreement to be
signed and delivered as of the day and year first above written.


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  	
  INLAND WESTERN LONGVIEW TRIANGLE, L.L.C.,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
  By:    Inland
  Western Retail Real Estate Trust, Inc.,

  
	
   

  	
   

  	
  a Maryland
  corporation, sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  As Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KIMCO LONGVIEW, LLC

  
	
   

  	
   

  	
  a Washington limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: KDLongview 1029, Inc.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  As Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESCROW AGENT:

  
	
   

  	
   

  
	
   

  	
  CHICAGO TITLE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Nancy Castro, Senior Escrow Officer

  
								



 


33





















 


EXHIBIT A


 


Rent per square foot for Vacant Space as set forth on the Rent Roll for
twelve (12) months (Escrow Term)... $         
$           per month


 


Reimbursable expenses (CAM, insurance) at $     
psf of Vacant Space, for twelve (12) months................ $
         $           
per month


 


Real Estate Taxes at $                             psf of Vacant Space, for
twelve (12) months.................................. $
         $           
per month


 


Tenant Improvements:   None


 


Leasing Commissions at
$3.00 psf - total: $         

$               


 


To be a credit to Seller and a reduction in amount calculated above as
total escrow


 


Note: As the Tenant Conditions are met for any part of the Vacant
Space, rent, CAM and real estate tax deposits into the Escrow shall be released
to Seller at the rate of $          
psf of Vacant Space for the period (if any) remaining to the end of the Escrow
Term, measured as the number of days remaining from the date the Tenant
Conditions for any part of the Vacant Space are met through the last day of the
Escrow Term. In the event the Tenant Conditions are not met for any part of the
Vacant Space necessary to achieve the Lease-up Deficiency within the Escrow
Term, the amount of Tenant Improvements deposit and Leasing Commissions deposit
then remaining in the Escrow and attributable to such Vacant Space, shall be
released to Purchaser upon the expiration of the Escrow Term.


 


34





















 


-EXHIBIT
B-


 


Intentionally Deleted

See Exhibit 9A


 


35





















 


-EXHIBIT
9A-

LEASING PARAMETERS


 


1.                                                               The
proposed use shall be a use typically found in retail centers of this type.


 


2.                                                               The
proposed use does not violate any exclusions existing in any other tenant’s
lease or covenants existing in any other documents of record.


 


3.                                                               The
lease is for an original term of not less than 5 years, nor more than 10 years.


 


4.                                                               No
concessions shall be provided to the tenant which would be at Purchaser’s expense.


 


5.                                                               All
leases shall be prepared substantially in accordance with the small shop tenant
lease form approved by Purchaser (the “SST Lease”) during the Due Diligence
Period subject to commercially reasonable variances and prevailing market
parameters.


 


6.                                                               The
proposed tenant has retail and/or business and/or management operating experience
including, but not limited to, eighteen months in the type of business to be
operated at the leased premises. In the absence of eighteen months experience,
the prospective tenant must be an approved franchise or a recognized regional
or national franchiser.


 


7.                                                               The
proposed tenant and/or lease guarantor has an aggregate net worth of at least
two years of the total aggregate annualized rent, including all expenses, for
any tenant of the leased premises up to 7,000 square feet.


 


8.                                                               Said
leases shall average comparable revenue at least 2% increases per year or 7.5% aggregate
increase over the 5 year term over the primary term of the lease as current
space leases.


 


9.                                                               The
tenant’s lease will not include rent reductions or early termination clauses of
any kind within first five years (i.e. minimum five year term) (excluding typical
casualty/condemnation provisions and landlord not reconstructing the demised
premises, and as otherwise described by the SST Lease).


 


10.                                                         In
addition to tenant’s base rent, the leases will include reimbursement for
taxes, insurance and common area maintenance, including either a 10%
administrative charge for CAM or no less than a 4% management fee for all
tenancies or as otherwise described by the SST Lease.


 


11.                                                         Purchaser
shall act in a commercially reasonable manner and in good faith during its review
and determination of the credit worthiness of any tenant and/or guarantor. Also,
Purchaser agrees to respond to Seller deliveries of tenant/guarantor credit
information within 5 business days after its receipt by Purchaser, otherwise
said tenant/guarantor credit worthiness shall be deemed approved by Purchaser.


 


12.                                                         The
lease renewals, if any, will not be less than the primary term amounts without tenant
improvements, free rent, or leasing commissions paid for by Purchaser.


 


13.                                                         No
lease shall contain representations or warranties in regard to the condition of
any demised premises, each being delivered in its as-is, where-is condition,
subject to the terms of the SST Lease.


 


14.                                                         Purchaser
shall act in a commercially reasonable manner and in good faith during its review
and approval of a proposed lease pursuant to this Master Lease. Also, Purchaser
agrees to respond to Seller deliveries of leases for approval and/or execution
within ten (10) business days after its receipt by Purchaser, otherwise said
lease shall be deemed approved.


 


If Purchaser fails to execute the lease (after having
had the opportunity to review same as provided herein) in said time period then
same shall be treated as a completed lease and Seller shall be given credit for
Leasing such vacant space pursuant to the terms contained therein and Tenant
Conditions shall be satisfied.


 


36





















 


EXHIBIT
9B


 


SITE PLAN OF UNLEASED
PARCEL 


 


2005


 


37





















 


EXHIBIT
10


 


EXHIBIT C


 


Tenant Estoppel
Certificate Form - General


 


To:


 


Inland Real Estate Acquisitions, Inc., and


Inland Western Longview Triangle L.L.C.


and its lenders, successors and assigns (“Purchaser”)


2901 Butterfield Road


Oak Brook, Illinois 60523


Attention: Sharon Anderson-Cox


 


Re:  Lease Agreement dated                   and
amended
                            
(“Lease”), between as “Landlord”, and
                                                                           ,
as “Tenant”, guaranteed by (“Guarantor”) for leased premises known as (the “Premises”)
of the property commonly known as (the “Property”).


 


1.               Tenant hereby
certifies that the following represents with respect to the Lease are accurate
and complete as of the date hereof.


 


a.               Dates of all
amendments, letter agreements, modifications and waivers related to the Lease


 


b.              Commencement Date


 


c.               Expiration Date


 


d.              Current Annual Base
Rent


 


	
   

  	
   

  	
  Adjustment Date

  	
   

  	
  Rental Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  e.               Fixed or CPI Rent
  Increases

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


f.                 Square Footage of
Premises


 


g.              Security Deposit
Paid to Landlord


 


	
  h.              Renewal Options

  	
          Additional
  Terms for

             years at $            per year

  
	
   

  	
   

  
	
  i.                  Termination
  Options

  	
  Termination Date
                      

  
	
   

  	
  Fees Payable
                             

  



 


2.               Tenant further
certifies to Purchaser that:


 


a.               the
Lease is presently in full force and effect and represents the entire agreement
between Tenant and Landlord with respect to the Premises;


b.              the
Lease has not been assigned and the Premises have not been sublet by Tenant;


c.               Tenant
has accepted and is occupying the Premises, all construction required by the
Lease has been completed and any payments, credits or abatements required to be
given by Landlord to Tenant have been given;


d.              Tenant
is open for business or is operating its business at the Premises;


e.               no
installment of rent or other charges under the Lease other than current monthly
rent has been paid more than 30 days in advance and Tenant is not in arrears on
any rental payment or other charges;


f.                 Landlord
has no obligation to segregate the security deposit or to pay interest thereon;


g.              Landlord
is not in default under the Lease and no event has occurred which, with the
giving of notice or passage of time, or both, could result in a default by
Landlord;


h.              Tenant
has no existing defenses, offsets, liens, claims or credits against the payment
obligations under the Lease;


 


38





















 


i.                  Tenant
has not been granted any options or rights to terminate the Lease earlier than
the Expiration Date (except as stated in paragraph l(i));


j.                  Tenant
has not been granted any options or rights of first refusal to purchase the
Premises or the Property;


k.               Tenant
has not received notice of violation of any federal, state, county or municipal
laws, regulations, ordinances, orders or directives relating to the use or
condition of the Premises or the Property;


l.                  no
hazardous wastes or toxic substances, as defined by all applicable federal,
state or local statutes, rules or regulations have been disposed, stored or
treated on or about the Premises or the Property by Tenant;


m.            Tenant
has not received any notice of a prior sale, transfer, assignment, pledge or
other hypothecation of the Premises or the Lease or of the rents provided for
therein;


n.              Tenant
has not filed, and is not currently the subject of any filing, voluntary or
involuntary, for bankruptcy or reorganization under any applicable bankruptcy
or creditors rights laws;


o.              the
Lease does not give the Tenant any operating exclusives for the Property; and


p.              Rent
has been paid through
                 ,
2005.


 


3.               This certification
is made with the knowledge that Purchaser is about to acquire title to the
Property and obtain financing which shall be secured by a deed of trust (or
mortgage), security agreement and assignment of rents, leases and contracts upon
the property. Tenant acknowledges that Purchaser’s interest in the Lease (as
landlord) will be assigned to a lender as security for the loan. All rent
payments under the Lease shall continue to be paid to landlord in accordance
with the terms of the Lease until Tenant is notified otherwise in writing by
Buyer’s lender or its successors and assigns. In the event that a lender
succeeds to landlord’s interest under the Lease, Tenant agrees to attorn to the
lender at lender’s request, so long as the lender agrees that unless Tenant is
in default under the Lease, the Lease will remain in full force and effect.
Tenant further acknowledges and agrees that Purchaser (including its lender),
their respective successors and assigns shall have the right to rely on the
information contained in this Certificate. The undersigned is authorized to
execute this Tenant Estoppel Certificate on behalf of Tenant.


 


	
   

  	
  [TENANT]

  
	
   

  	
  By:

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
  Date:
                         ,
  2005

  



 


39





















 


GUARANTOR ESTOPPEL
CERTIFICATE


 


Date:                                            ,
2005


 


To:
            


 


Inland Real Estate Acquisitions, Inc., and


Inland Western Longview Triangle L.L.C.


and its lenders, successors and assigns (“Purchaser”)


2901 Butterfield Road


Oak Brook, Illinois 60523


Attention: Sharon Anderson-Cox


 


Re: Guaranty Agreement dated
                    (“Guaranty
of Lease”) pertaining to that certain lease dated                                                             
between as Landlord and                                                           
as Tenant for leased premises known as
                                                                     
(the “Premises”) located at the property commonly known as
                                        (the
“Property”).


 


1.               Guarantor
certifies to Lender and Purchaser that: (a) the Guaranty of Lease has been
properly executed by Guarantor and is presently in full force and effect
without amendment or modification except as noted above; (b) Guarantor has no
existing defenses, offsets, liens, claims or credits against the obligations
under the Guaranty of Lease.


 


2.               This
certification is made with the knowledge that Purchaser is about to acquire
title to the Property and a lender is about to provide Landlord with financing
which shall be secured by a deed of trust (or mortgage), security agreement and
assignment of rents, leases and contracts upon the Property. Guarantor further
acknowledges and agrees that Purchaser and its lender and their respective successors
and assigns shall have the right to rely on the information contained in this
Certificate.


 


3.               The
undersigned is authorized to execute this Guarantor Estoppel Certificate on
behalf of Guarantor.


 


	
   

  	
  [GUARANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  



 


40





















 


EXHIBIT
11


REA ESTOPPEL STATEMENT


 


The undersigned
                     ,
a
              corporation
(“        ”), is a party to the
                                    (REA)
recorded on                     ,
        in Book
        , Page
        of the Public Records of
         County,
        (the “REA”), between and among
        ,
                                         ,
a          
        (“Developer”),             
and
                                ,
a
               
(corporation) (“         ”), with respect
to the
                                          
Shopping Center in         ,
             (the “Shopping
Center”).
                    
has been advised that Developer is in process of selling Developer’s interest
in the Shopping Center to INLAND (entity) having a notice address of 2901
Butterfield Road, Oak Brook, Illinois 60523, Attention: Vice Chairman (together
with its lender, and successors and assigns, collectively referred to herein as
“Purchaser”).                hereby
states to Purchaser as follows (without undertaking any investigation to verify
the accuracy of the statements made):


 


1.                                       The
REA has not been amended and is in full force and effect.


 


2.                                       The
REA is presently in full force and effect according to its terms.


 


3.                                                    has
neither given nor received any notice of default with respect to the REA. To
the best of          ’s knowledge
(whereby knowledge shall be limited to the party signing this REA Estoppel
Agreement on behalf of             ),
neither            nor any
other party is in default under the REA.


 


4.                                       As
provided under Section      of the                 
REA,        acknowledges and agrees that, upon
its acquisition of Developer’s interest in the Shopping Center, Purchaser shall
be entitled to all of the benefits, rights, privileges and burdens of the
Developer under the REA.


 


5.                                       The
gross leasable area of the
            store is             .


 


6.                                                       ’s
last contribution for common area maintenance costs and expenses was for the
month of           , 2005 in
the amount of $               .


 


This Statement
does not (a) constitute a waiver of any rights
            may have
under the REA, or (b) modify, alter, or change any of the terms or conditions
of the REA.


 


No officer or
employee signing this Statement on behalf of
             shall
have any liability as a result of having given this statement.


 


The statements
contained in this Statement are not affirmative representations, warranties, covenants
or waivers, and               
shall not be liable to Developer, Purchaser or any third party on account of
any information herein contained, notwithstanding the failure, for any reason,
to disclose and/or correct relevant information. Notwithstanding the preceding
sentence,
              
shall be estopped from asserting any claim or defense against Purchaser to the
extent such claim or assertion is based upon facts, now known to the person(s)
signing below on behalf of
           , which are
contrary to those contained herein, if Purchaser has acted in reasonable reliance
upon such statements without knowledge of facts to the contrary. This Statement
is given solely for Purchaser’s information and may not be relied upon by
anyone other than Purchaser, or in connection with any transaction other than
the transaction described above. Capitalized terms used in this Statement,
unless otherwise defined, will have the meanings ascribed to such terms in the
REA.


 


41





















 


Dated as of                       ,
2005.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  a         (corporation)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  As Its:

  
					



 


42





















 


 


EXHIBIT
12

INLAND US MANAGEMENT LLC


FINAL DUE DILIGENCE
CHECKLIST


 


A.                                   FINANCIAL
INFORMATION


 


1.               Copy of leases and
any guarantees


 


2.               Current Rent Roll


 


3.               Prior five full
years operating statements


 


4.               Prior year’s
general ledger statement


 


5.               Last three years’
bills for:


 


a.                                       Real
estate taxes


 


b.                                      Insurance


1) Liability


2) Property


 


c.                                       Reconciliation’s
for CAM/taxes/insurance


 


Statement of current monthly amounts paid by tenants
for CAM/tax/insurance plus a year-to-date balance of amounts paid by each
tenant


 


6.               Base rent collected
in previous five calendar year period by tenant


 


7.               Physical occupancy
for the last five calendar years prior to purchase


 


8.               Receivables
status/aging report


 


9.               Tenant sales
reports for last three years


 


10.         Tenant financial
statements


 


11.         Lease expirations - next
three years


 


B.                                     EXPENSE
INFORMATION


 


1.               Twelve months of
consecutive utility bills


 


a.                                       Water


b.                                      Gas


c.                                       Electric


d.                                      Telephone
& dedicated lines


 


2.               Copies of all
service agreements, contracts or any leases that encumber the property


 


a.               Fire/burglar
alarm


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


b.              Antenna
cable/satellite dish


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


43





















 


c.               Cleaning


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


d.              Exterminating


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


e.               Landscaping


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


f.                 Scavenger


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


g.              Security
service


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


h.              Snow
removal


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


i.                  Towing


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


j.                  Union
contracts


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


k.               Elevator


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


l.                  Uniform
rental


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


m.            Water
softeners


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


44





















 


n.              Leasing


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


o.              Management


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


p.              Advertising


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


q.              Tax
reduction legal fees


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


r.                 Any other service
contracts or leases not cancelable in 90 days


1) Start date


2) Ending date


3) Notice period


4) Cancelable or not


 


3.               Copies
of all warranties which benefit the initial construction of the improvements
upon the Property (e.g., HVAC, roof and parking lot)


 


C. ENVIRONMENTAL REPORTS


 


1.               Phase I


 


2.               Other


 


D. STAFFING


 


1.               Itemized by
position and salary


 


E. SITE INSPECTIONS


 


1.               Inspection report


 


2.               Photo attached


 


F. MISCELLANEOUS


 


1.               Code violations


 


a.  Current and outstanding


b.  Last 24 months, with compliance


c.  Contact municipalities as to other
problems


 


2.               Easement/encumbrances:
restrictive easement agreements/operating easement agreements


 


a.  Warranties


b.  Current tenant contact list


c.  Certificates of insurance from tenants


d.  Certificates of Occupancy for each
tenant space


 


45





















 


EXHIBIT
13


SURVEYOR’S CERTIFICATION


 


I/We hereby
certify to INLAND REAL ESTATE ACQUISITIONS, INC., INLAND WESTERN LONGVIEW
TRIANGLE, L.L.C., a Delaware limited liability company,                      
 (Lender) and CHICAGO TITLE INSURANCE COMPANY
that (a) this survey was prepared by me or under my supervision, (b) the legal
description of the property as set forth herein, and the location of all
improvements, encroachments, fences, easements, roadways, rights of way and
setback lines which are either visible or of record in
                      County,
                                    


(according to Commitment for Title Insurance Number
                   ,
dated            ,


2001(2), issued
                                                  ),
are accurately reflected hereon, (c) this survey accurately depicts the state
of facts as they appear on the ground, (d) except as shown hereon, there are no
improvements, encroachments, fences or roadways on any portion of the property
reflected hereon, (e) the property shown hereon has access to a publicly
dedicated roadway, (f) the property described hereon {does} {does not} lie in a
100 year flood plain identified by the Secretary of Housing and Urban
Development or any other governmental authority under the National Flood
Insurance Act of 1968 (24 CFR§1909.1), as amended (such determination having
been made from a personal review of flood map number
            , which
is the latest available flood map for the property), (g) the title lines and lines
of actual possession are the same, (h) all utility services required for the
operation of the property either enter the property through adjoining public
streets, or this survey shows the point of entry and location of any utilities
which pass through or are located on adjoining private land, (i) this survey
shows the location and direction of all storm drainage systems for the
collection and disposal of all surface drainage, (j) the property surveyed
contains
            acres
and
                 
parking spaces, (k) any discharge into streams, rivers, or other conveyance
systems is shown on the survey. This survey has been made in accordance with “MINIMUM
STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS” jointly
established and adopted by American Land Title Association (“ALTA”) and
American Congress on Surveying and Mapping (“ACSM”) in 1999 and meets the
accuracy requirements of an Urban Survey, as defined therein and includes items
1, 3, 4, 6, 7(a, b, and c), 8-11 and 13 of Table A thereof.


 


	
  Dated:
                ,
  2005

  	
  (NAME OF SURVEYOR AND QUALIFICATION)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Registration No.

  	
   

  	
   

  
					



 


Note: Buyer also requires a finished floor elevation certificate for
all finished structures located in a flood zone


 


46





















 


EXHIBIT
14


TENANT LETTER

(Landlord Letterhead)


 


 


(Landlord or management
company Letterhead)


 


                           ,2005


 


Insert Tenant Name


Insert Tenant Address


 


	
  Re:

  	
  The lease dated
                              
  (collectively, with any and all amendments thereto, the “Lease”) between
                          
  as tenant (“Tenant”) and                                   ,
                      
  as landlord (“Landlord”) for property located at the
                          Shopping
  Center,           ,           (the
  “Property”)

  



 


Dear Tenant:


 


Please be advised
that the Property, subject to the above-referenced Lease, has been sold as of
         , 2005 to Inland Western
Longview Triangle L.L.C. Inland Western Longview Triangle, L.L.C. has hired
Inland US Management LLC. as its managing agent for the Property. Effective
immediately, all rent payments pursuant to the Lease should be made payable to
Inland US Management LLC and sent to the following address:


 


Inland US Management LLC

P. O. Box 403089

Atlanta, GA 30384-3089


 


In addition, all
notices and other communications provided by Tenant under the Lease should be
sent to Inland Western Longview Triangle, L.L.C. at the following address:


 


Inland US Management LLC


c/o Inland Western Longview Triangle, L.L.C.


Attn: Ms. Laura Sabatino


200 East Woodlawn Road


Charlotte, NC 28217


Telephone: 704-527-4555


 


In addition,
please contact your insurance agent to have a certificate forwarded, naming as
additional insured: (i) Inland US Management LLC, and (ii) Inland Western
Longview Triangle, L.L.C. Thank you for your time and attention to this matter.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  (Landlord or management company)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


cc:                                 Inland
Western Longview Triangle, L.L.C.


 


47





















 


Exhibit 15


 


CURRENT
DATE


 


KPMG LLP

KPMG Plaza

303 East Wacker Drive

Chicago, IL 60601


 


Ladies and Gentlemen:


 


We are writing you, as the owners of THE
PROPERTY’S NAME (the “Property”)
at your request, to confirm our understanding that your audit of the Historical
Summary of Gross Income and Direct Operating Expenses (“Historical Summary”) of
THE PROPERTY’S NAME for the year ended December
31, 2004, was made for the purpose of expressing an opinion as to
whether the Historical Summary presents fairly, in all material respects, the
gross income and direct operating expenses in conformity with the cash or accrual  basis of accounting.
In connection with your audit, we confirm, to the best of our knowledge and
belief, the following representations made to you during the audit:


 


1.                                       We
have made available to you:


 


a)                                      All
financial records and related data requested by you.


 


b)                                     All
minutes of the meetings of the board of directors, or summaries of actions of
recent meetings for which minutes have not yet been prepared


 


2.                                       There
have been no:


 


a)                                      Instances
of fraud involving any member of management or employees who have significant roles
in internal control.


 


b)                                     Instances
of fraud involving others that could have a material effect on the Historical
Summary.


 


c)                                      Other
instances of fraud perpetuated on or within the Property.


 


d)                                     Communications
from regulatory agencies concerning non-compliance with, or deficiencies in,
financial reporting practices that could have a material effect on the
Historical Summary.


 


e)                                      Violations
or possible violations of laws or regulations, the effects of which should be
considered for disclosure in the Historical Summary or as a basis for recording
the loss contingency.


 


3.                                       There
are no:


 


a)                                      Unasserted
claims or assessments that out lawyer has advised us are probable of assertion
and must be disclosed in accordance with the Statement of Financial Accounting
Standards (SEAS) No. 5, Accounting for Contingencies.


 


b)                                     Material
liabilities or gain or loss contingencies (including oral and written
guarantees) that are required to be accrued or disclosed by SEAS No. 5.


 


c)                                      Material
transactions that have not been properly recorded in the accounting records
underlying the Historical Summary.


 


d)                                     Events
that have occurred subsequent to the balance sheet date and through the date of
this latter that would require adjustment to or disclosure in the Historical
Summary.


 


4.                                       The
property has complied with all aspects of the contractual agreements that would
have a material effect on the Historical Summary in the event of noncompliance.


 


5.                                       All
income from operating leases is included as gross income in the Historical
Summary. No other forms of revenue are included in the Historical Summary.


 


48





















 


Further, we confirm that we are responsible for the fair presentation
in the Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2004, in conformity with the cash or accrual  basis of accounting.


 


 


	
  Very Truly Yours,

  
	
   

  
	
   

  
	
   

  	
   

  
	
  NAME , Owner

  
	
   

  
	
   

  
	
   

  	
   

  
	
  NAME, Property Accountant

  



 


49