Exhibit
10.441


 




	
  

  	
  Inland Real Estate Acquisitions,
  Inc.

  
	
  2901 Butterfield Road

  
	
  Oak Brook, IL 60523

  
	
  Phone: (630) 218-4948 Fax:
  4935

  
	
  www.inlandgroup.com

  






 




	
  P.T. Gateway, Ltd.

  
	
  Attn: Frank Mihalopoulos

  	
  October 22, 2004

  
	
  15900 Dooley Road

  
	
  Addison, Texas 75001

  






 


Re:                             Gateway
Station Shopping Center

College Station, Texas


 


Dear Frank:


 


This
letter represents this corporation’s offer to purchase the Gateway Station
Shopping Center with 23,431 net rentable square feet, situated on approximately
2.08 acres of land, located at 1501 University Drive at Loop 6, College
Station, TX. (see Exhibit B attached)


 


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


 


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


 


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


 


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


 


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


 


3.               Seller
warrants and represents (to the best of the Seller’s
knowledge), that the property is free of violations, and the
interior and exterior structures are in a good state of repair, free of leaks,
structural problems, and mold, and the property is in full compliance with
Federal, State, City and County ordinances, environmental laws and concerns,
and no one has a lease that exceeds the lease term stated in said leases, nor
does anyone have an option or right of first refusal to purchase or extend
except for extension options expressly set forth in the leases, nor is there
any contemplated condemnation of any part of the property, nor are there any
current or contemplated assessments.


 


4.               Seller
warrants and represents (to the best of the Seller’s
knowledge), that during the term of the leases the tenants and
guarantors are responsible for and pay all operating expenses relating to the
property on a prorata basis, including but not limited to, real estate taxes, REA/OEA
agreements, utilities, insurance, all common area maintenance, parking lot and
the building, etc.


 




	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  






 





















 


Gateway Station Shopping Center

October 15, 2004


 


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


 


5.               Seller shall indemnify Purchaser with respect
to and warrants and represents to Purchaser that Purchaser shall have no
obligation whatsoever regarding the construction of the shopping center or
placing tenants into the rentable rental space.


 


Any
and all tenants and guarantors shall acknowledge in writing that they shall
look solely to the Seller, but not to the Purchaser and titleholder, for
anything regarding the construction or improvements of the above-referenced shopping
center.


 


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


 


6.             Ten (10) days prior to closing Seller shall
furnish Purchaser with estoppel letters acceptable to Purchaser from all
tenants and guarantors, if applicable.


 


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


 


8.               This offer is subject to Seller supplying to Purchaser
prior to closing certificates of insurance from the tenants in the form and
coverage specified in their respective leases.


 


9.               It
is understood that Seller has in its possession Level 1 Environmental Reports
which Seller will supply to Purchaser within 5 (five) days of its acceptance
hereof. Said reports must be acceptable to Purchaser.


 


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


 


11.         The closing shall occur through Chicago Title & Trust Company, in
Chicago, Illinois with Nancy Castro as Escrowee, and Fidelity National Title
Agency, Inc. in Dallas, Texas, with Polly Kendall providing the title work and
issuing the policy, on or before December 15, 2004, at which time title to the
above property shall be marketable; i.e., free and clear of all liens,
encroachments and encumbrances other than those matters which are acceptable to
or waived by Purchaser, and a Texas Form T-1 owner’s title policy (with owner’s comprehensive, survey, access and
contiguity endorsements), paid by Seller, shall be issued, with all warranties
and representations being true now and at closing and surviving the closing for
a period of two (2) years, and each party shall be paid in cash their
respective credits, including, but not limited to, security deposits, rent and
expenses, with a proration of real estate taxes based on the most recent bill
or latest assessment, with a later reproration of taxes when the actual bills
are received. In addition, Seller shall be solely responsible for all “rollback”
taxes assessed against the Property before and after closing. At closing, no
credit will be given to Sellers for any past due, unpaid or delinquent rents; however,
Purchaser shall remit to Seller, promptly after receipt of same, any such past
due or delinquent rents that accrued before closing and are received by


 


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Purchaser
after closing provided that all such amounts received by Purchaser shall be
first applied to amounts due Purchaser.


 


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


 


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


 


14.         This
offer is subject to the property being 100% occupied at the time of closing,
with all tenants occupying their space, open for business, and paying full
rent, including CAM, tax and insurance current, as shown on Exhibit A
attached.  In the event the property is
less than 100% occupied, then the Purchaser and Seller agree that there shall
be an Initial Closing. The Initial Closing
will be based on the Purchase Price/Earnout
Formula which shall be equal to the actual
Base Minimum Rent, less the amount, if
any, by which the pass-through amount paid by any tenant is less than 100% of
such tenant’s proportionate share; i.e.; Slippage, divided by a
Base Rent Divider of 8.0654%.


 


The
Seller shall have 24 months following the Initial
Closing to receive the balance of the potential Earnout at the Earnout Closing(s) provided they are successful in the
leasing of the vacant space and each tenant shall have accepted their space “as
is” and takes total possession, has opened for business and commences full
rental payments, including CAM, taxes an insurance on a prorata basis. It shall
be Seller’s responsibility and sole cost and expense for leasing out and paying
all costs related to placing the tenants into their leasable space. Each
Earnout Closing shall occur upon 10 days prior written notice to Purchaser; it
being expressly understood that the Seller waives its right to the additional
Earnout if the final Seller’s notice has not been sent within 24 months after
the Initial Closing date.


 


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


 


Not
withstanding anything to the contrary, all Earnout Closings must comply with
all of the terms, requirements and conditions contained in this entire
agreement. At the Initial Closing, Purchaser shall deliver an undertaking from
Inland Western Real Estate Trust, Inc. guaranteeing Purchaser’s obligation with
respect to any potential Earnout.


 


Notwithstanding
anything to the contrary the purchase price of $6,300,443.00 is the maximum
purchase price.


 


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


 


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


 


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


 


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This
offer is, of course, predicated upon the Purchaser’s review and written
approval of the existing ease, new lease, lease modifications (if any), all
tenants correspondence. REA/OEA agreements, tenants and guarantors financial
statements, sales figures, representations of income and expenses made by
Seller, site inspection, environmental, appraisal, etc.


 


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


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
  ACCEPTED:

  	
  INLAND
  REAL ESTATE ACQUISITIONS, INC.

  
	
   

  	
   

  
	
  P.T. GATEWAY, LTD.

  	
   

  
	
   

  	
  or nominee

  
	
  By:

  	
  GP-PT Gateway, LLC, 

  	
   

  
	
   

  	
  Its general partner

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mark Youngman

  	
   

  
	
  Date:

  	
  10/24/04

  	
  Mark Youngman

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ G. Joseph Cosenza

  	
   

  
	
   

  	
  G. Joseph Cosenza

  
	
   

  	
  Vice Chairman

  
						



 


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