Exhibit
10.482


 


FIRST
AMENDMENT TO REAL ESTATE AGREEMENT


Phenix Crossing, Phenix City,
Alabama


 


THIS AGREEMENT is made as of this 20th day of December, 2004, between INLAND REAL ESTATE
ACQUISITIONS, INC., an Illinois corporation (referred to herein as “Buyer”),
and REGENCY REALTY GROUP, INC., a
Florida corporation (referred to herein as “Seller”).


 


RECITALS


 


A.                                   The parties heretofore executed that certain
Real Estate Sale Agreement with an Effective Date of November 15, 2004
(the “Agreement”), for the purchase and sale of property located in Lee County,
Alabama, as more particularly described in the Agreement (the “Property”).


 


B.                                     Buyer and Seller wish to further amend
certain terms of the Agreement as set forth herein.


 


C.                                     Except as otherwise expressly provided for
herein, capitalized terms used herein shall have the same meaning as set forth
in the Agreement.


 


NOW, THEREFORE, in consideration of the mutual agreements herein, and other good and valuable
consideration, including the sum of Ten Dollars ($10.00) paid by each party to
the other, the receipt of which is hereby acknowledged, the parties promise and
agree to amend the Agreement as follows:


 


1.                                       The Buyer hereby acknowledges that the Buyer
has completed its due diligence review of the Property, subject only to the
title and survey matters set forth in the December 20, 2004 letter from
Charles J. Benvenuto, P.C. delivered to Seller. Therefore, the Agreement is modified
to provide that upon the expiration of the Inspection Period, the Earnest Money
Deposit (as increased pursuant to the terms of the Agreement) shall be
non-refundable, other than in the event the title and survey matters are not
resolved to the satisfaction of Buyer (not to be unreasonably withheld), in
which event the Buyer shall have the right to terminate the Agreement and
receive a return of the Earnest Money Deposit.


 


2.                                       At Closing, the Buyer shall receive a credit
against the Purchase Price in the aggregate amount of $18,000.00, which shall
consist of (i) $15,500.00 credit for recovery from slippage in the NOI for the
Property, and (ii) $2,500.00 for deferred maintenance on the Property.


 


3.                                       Section 3.3 of the Agreement is modified
to provide that the Closing shall take place at the offices of Escrow Agent on December 28,
2004.


 


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


 


5.                                       This Amendment may be executed by the parties
hereto individually or in combination, in one or more counterparts, each of
which shall be an original and all of which will constitute one and the same
Amendment.


 


6.                                       The parties hereby agree that an executed
facsimile copy of this Amendment may be transmitted to either party and be
deemed an original for purposes hereof.


 





















 


7.                                       As modified
herein, all terms and conditions in the Agreement shall remain in full force
and effect.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment as of the day and year first above written.


 


	
   

  	
  “SELLER”

  
	
   

  	
   

  
	
   

  	
  REGENCY REALTY GROUP, INC.,
  a

  
	
   

  	
  Florida corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Ibach

  	
   

  
	
   

  	
  Name:

  	
   John
  R. Ibach

  
	
   

  	
  Title:

  	
   Attorney for and on behalf of Seller

  
	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  12/20, 2004

  
	
   

  	
   

  
	
   

  	
  “BUYER”

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS,

  
	
   

  	
  INC., an Illinois
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  12/20, 2004

  
								



 


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REAL ESTATE SALE AGREEMENT


 


(Existing
Shopping Center)


 


THIS AGREEMENT is made as of the 15th day of November, 2004,
between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, and its
permitted nominee (referred to herein as “Buyer”), and REGENCY REALTY GROUP,
INC., a Florida corporation (referred to herein as “Seller”).


 


Background


 


Buyer wishes to purchase the following shopping center in Alabama, but
specifically excluding the outparcels being retained by Seller, identified as:


 




	
  Center

  	
   

  	
  City

  	
   

  	
  County

  	
   

  
	
  Phenix Crossing

  	
   

  	
  Phenix City

  	
   

  	
  Russell

  	
   

  






 


Seller wishes to sell the said shopping center to Buyer;


 


In consideration of the mutual agreements herein, and for other good
and valuable consideration, the receipt of which is hereby acknowledged, Seller
agrees to sell to Buyer and Buyer agrees to purchase the said shopping center,
subject to the following terms and conditions:


 


1. DEFINITIONS


 


As used in this Agreement, the following terms
shall have the following meanings:


 


1.1                                 Agreement means this Real Estate Sale Agreement, which shall supercede all prior
agreements and understandings between Buyer and Seller concerning the sale and
purchase of the Shopping Center.


 


1.2                                 Broker means Staubach Retail Services Southeast, L.L.C., a licensed real
estate broker, whose address is 3400 Peachtree Road, N.E., Suite 1100, Atlanta,
Georgia 30326, the responsible broker being Thomas Statham.


 


1.3                                 Buyer means Inland Real Estate Acquisitions, Inc., and its permitted nominee.


 


1.4                                 Closing means generally the execution and delivery of those documents and
funds necessary to effect the sale of the Shopping Center to Buyer.


 


1.5                                 Closing Date means the date on which the Closing occurs.


 


1.6                                 Contracts means all service contracts and similar agreements concerning the furnishing
of goods and services to Seller with respect to the Shopping Center.


 


1.7                                 Earnest Money Deposit means the deposits delivered by Buyer to
Escrow Agent under Section 2.2 of this Agreement.


 


1.8                                 Effective Date means the next business day following the
date upon which the fully executed Agreement has been executed by the Escrow
Agent.


 


1.9                                 Environmental Law means any current legal requirement in
effect at the Closing Date pertaining to (a) the protection of health, safety,
and the indoor or outdoor environment, (b)


 





















 


the
conservation, management, protection or use of natural resources and wildlife,
(c) the protection or use of source water and groundwater, (d) the management,
manufacture, possession, presence, use, generation, transportation, treatment,
storage, disposal, release, threatened release, abatement, removal, remediation
or handling of, or exposure to, any Hazardous Material or (e) pollution
(including any release to air, land, surface water, and groundwater); and
includes, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act,
as amended by the Resource Conservation Act of 1976 and Hazardous and Solid
Waste Amendments of 1984, 42 USC 6901 et seq., Federal Water Pollution Control
Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air
Act of 1966, as amended, 42 USC 7401 et seq., Toxic Substances Control Act of
1976,15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC App.
1801, Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq.,
Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning and
Community Right-to-Know Act of 1986, 42 USC App. 11001 et seq., National
Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act
of 1974, as amended by 42 USC 300(f) et seq., and any similar, implementing or
successor law, any amendment, rule, regulation, order or directive, issued
thereunder.


 


1.10                           Escrow Agent means the firm identified as the Escrow
Agent in Section 10.2 of this Agreement.


 


1.11                           Hazardous Material means petroleum, petroleum products,
drycleaning solvents and other hazardous or toxic substances as defined in or
regulated by any Environmental Law in effect at the pertinent date or dates.


 


1.12                           Improvements means all buildings, structures or other
improvements owned by Seller, (but not those, if any, owned by tenants)
situated on the real property on which the Shopping Center is located, if any.


 


1.13                           Inspection Period means the period of time which begins on the
Effective Date and ends on the thirty fifth (35th) day after the Effective
Date.


 


1.14                           Leases means all leases and other occupancy agreements permitting persons to lease
or occupy any portion of the Shopping Center.


 


1.15                           Major Tenants with respect to the Shopping Center, are
those identified as such on Exhibit 1.15 attached hereto.


 


1.16                           Materials means all plans, drawings, specifications, soil test reports, environmental
assessments and similar documents concerning the Shopping Center which are in Seller’s
possession.


 


1.17                           Permitted Exceptions means only the following interests, liens
and encumbrances:


 


(a)                                  Liens for ad valorem taxes not payable on or
before Closing;


 


(b)                                 The exceptions noted with respect to the
Shopping Center in the Existing Title Policy and on the Existing Survey, it
being understood, however, that Buyer shall have the Inspection Period within
which to determine whether


 


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any such item will materially and adversely affect
Buyer’s contemplated use of the Property.


 


(c)                                  The Leases;


 


(d)                                 A standard form of Declaration of
Restrictions, Covenants, and Conditions and Grant of Easements required by
Publix, the final form of which shall be negotiated in good faith between the
Buyer and Seller during the Inspection Period, to govern the Property and the
adjacent Outparcels; and


 


(e)                                  Covenants, restrictions, easements and other
matters of record, it being understood, however, that Buyer shall have the
Inspection Period within which to determine whether any such item will
materially and adversely affect Buyer’s contemplated use of the Property.


 


1.18                           Personal Property means all (a) sprinkler, plumbing, heating,
air-conditioning, electric power or lighting, incinerating, ventilating and
cooling systems, with each of their respective appurtenant furnaces, boilers,
engines, motors, dynamos, radiators, pipes, wiring and other apparatus,
equipment and fixtures, elevators, partitions, fire prevention and
extinguishing systems owned by Seller, located in or on the Improvements, (b)
the Materials, (c) other tangible personal property used in connection with the
ownership or operation of the Improvements, provided the same are now owned or
are acquired by Seller, prior to the Closing, and (d) all trade names,
franchises, licenses, permits, easements, development rights and approvals,
deposits, credits, petroleum and mineral interests and royalties, air and water
rights, construction and product warranties, the Leases (including all security
deposits and guarantees given with respect thereto), Contracts and Materials,
and all other intangibles owned by or for the benefit of Seller in connection
with the Shopping Center, including the rights of Seller in and to the name of
the Shopping Center: “Phenix Crossing.” The previous provisions to the contrary
notwithstanding, the term Personal Property shall specifically exclude all
entrance, exit and leasing signs referencing “Regency”, “Regency Centers” or
affiliated entities.


 


1.19                           Property means collectively the Real Property, the Improvements and the Personal
Property, constituting the Shopping Center. It is sometimes used with the same meaning
as “Shopping Center” when the context so requires.


 


1.20                           Purchase Price means the consideration agreed to be paid by
Buyer for the purchase of the Shopping Center as set forth in Section 2.1
(subject to prorations and adjustments as provided herein).


 


1.21                           REA Estoppel Letter. REA estoppel certificate, in the form
attached hereto as Exhibit 1.21, or such other form reasonably approved by
Buyer, from each party to any declaration, reciprocal easement agreement, or
like agreement benefiting and/or burdening the Shopping Center.


 


1.22                           Real Property means the lands and easements more
particularly described in the Existing Title Policy with respect to the
Shopping Center, but specifically excluding the outparcels, which are being
retained by the Seller. The Existing Title Policy for the Shopping Center has
been or will be delivered to Buyer.


 


1.23                           Rent Roll means the Leases enumerated with respect to the Shopping Center, as listed
on Exhibit 1.23 of this Agreement, identifying with particularity the space
leased by each


 


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tenant,
the square footage and applicable rent, common area maintenance, tax and other
reimbursements, and similar information concerning each of the Leases, together
with a separate certificate setting forth security deposits held.


 


1.24                           Seller means Regency Realty Group, Inc., a Florida corporation.


 


1.25                           Seller Financial Statements means the statements of income and expense
prepared by Seller for the Shopping Center, as, of and three (3) calendar years
next preceding the date of this Agreement and all monthly and quarterly reports
of income and expense prepared by Seller for the Shopping Center for any such
period beginning after the latest of such calendar years, and ending prior to
Closing.


 


1.26                           Shopping Center means the shopping center identified on the
initial page hereof.


 


1.27                           Survey means a map of a staked survey of the Real Property and Improvements
constituting the Shopping Center prepared by the surveyor who prepared the
Existing Survey for the Shopping Center, such Survey to comply with the
ALTA/ACSM Survey Requirements 1999 for ALTA/ACSM land title surveys jointly
established and adopted in 1999, by the American Land Title Association,
American Congress on Surveying and Mapping, and the National Society of
Professional Engineers, including optional items 1, 2, 3, 4, 6, 7(a, b, and c),
8, 9, 10 and 11 of Table “A” thereof, which meets the accuracy standards (as
adopted by ALTA and ACSM and in effect on the date of the Survey). The surveyor
shall prepare and deliver to Buyer elevation certificates for each building
located within the Shopping Center that is located within a flood zone. The
Survey shall be certified to Buyer, Seller, and the Title Company. The existing
survey for the Shopping Center has been or will be delivered to Buyer and is
identified on Exhibit 1.27 attached hereto (“Existing Survey”).


 


1.28                           Tenant Estoppel Letter means a letter or other certificate from a
tenant certifying as to certain matters regarding such tenant’s Lease, in
substantially the same form as Exhibit 1.28 of this Agreement, or in the case
of national or regional “credit” tenants, the form customarily used by such
tenant. In any case, the form of Tenant Estoppel Letter which the particular
tenant is obligated to give under its lease shall be deemed acceptable,
notwithstanding any other requirement of this Agreement.


 


1.29                           Title Company means Chicago Title Insurance Company.


 


1.30                           Title Defect means any exception in a Title Insurance
Commitment or any matter disclosed by a new Survey to which Buyer objects,
other than a Permitted Exception (recognizing that Buyer has the right to
approve of any title exception and the Survey in accordance with the terms
hereof).


 


1.31                           Title Insurance means an Alabama promulgated form of owners
policy of title insurance in the amount of the Purchase Price insuring
marketable fee simple title to the Shopping Center in Buyer, subject only to
the Permitted Exceptions (as approved by Buyer), issued by the Title Company.
Should Buyer or Buyer’s lender require special endorsements to any policy, the
cost of such endorsement(s) shall be borne by Buyer. Buyer has received or will
receive an existing title insurance policy for the Shopping Center, which is
identified on Exhibit 1.31 attached hereto (“Existing Title Policy”).


 


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1.32                           Title Insurance Commitment means a preliminary title report whereby the
Title Company agrees to issue the Title Insurance to Buyer, together with
copies of all instruments which are exceptions noted therein or conditions to
be satisfied.


 


2. PURCHASE PRICE AND
PAYMENT


 


2.1                                 Purchase Price; Payment.  The
total Purchase Price for the Property (subject to adjustment as provided
herein) shall be $10,064,802.00. The Purchase Price shall be payable in cash,
before 2:00 P.M. (Charlotte, NC time) on the date of Closing.


 


2.2                                 Earnest Money Deposit.  An
initial earnest money deposit in the amount of $100,000.00 shall be deposited
with Escrow Agent by Buyer within two (2) business days after the Effective
Date. This Agreement may be terminated by Seller by notice to Buyer if the said
deposit is not delivered to Escrow Agent by such deadline(s). All deposits made
as earnest money, shall be deemed included within the meaning of the term
Earnest Money Deposit for all purposes. The Earnest Money Deposit shall be held
as specifically provided in this Agreement and, at Buyer’s option, shall either
be applied to the Purchase Price at Closing, or released to Buyer upon Closing
(with the full Purchase Price having been paid).


 


2.3                                 Tax Prorations. Ad valorem taxes and assessments shall be
prorated at Closing as of midnight of the day preceding the Closing Date, based
upon the highest discounted rate for ad valorem taxes for the year of Closing.
If the amount of the taxes for the year of closing are not available on the
Closing Date, such taxes will be prorated based upon the highest discounted
rate for the immediately preceding calendar year. If applicable, Seller or
Buyer shall pay the Closing year taxes on the date necessary to obtain the
highest discounted rate available. If necessary, on or before March 31 of
the year following Closing, Seller shall provide to Buyer a final tenant reconciliation
for the year of closing and a final proration between Seller and Buyer shall
then be made with the prorations as of midnight of the day preceding Closing,
after receipt and application of all tenant reimbursements, giving credit to Seller
and Buyer based on amounts actually received from the tenants, and the actual
taxes paid by Buyer.


 


2.4                                 Other Prorations. If the Closing occurs during a month when
one or more tenants have not yet paid rent, the rent shall be prorated by
giving Buyer a credit at Closing for a prorated amount for the period between
the Closing Date and the last day of the month in which Closing occurs. Other
matters of income and expense, if any, and other items customarily prorated in
transactions of this kind shall be prorated as of midnight of the day preceding
the Closing Date.


 


2.5                                 Further Adjustments to the Purchase Price.  The
Purchase Price shall be further adjusted as of midnight of the day preceding
the Closing Date by subtracting the amount of security deposits, prepaid rents
from and credit balances of tenants under the Leases. Any rents, percentage
rents or tenant reimbursements payable by tenants after the Closing Date but applicable
to periods prior to the Closing Date shall be remitted to Seller by Buyer within
thirty (30) days after receipt, except that Major Tenant (as described on
Exhibit 1.15) reimbursements due for ad valorem property taxes which are paid
by any Major Tenant on an annual basis shall be prorated as of the Closing
Date, giving credit to Seller for the prorated amount of the projected amount
to be paid for the same for the period from January 1 of the year of
Closing and Closing Date. Buyer shall undertake to collect delinquencies in the
ordinary course of its business, but shall have no obligation to institute any
litigation. Seller may separately institute litigation for sums due it from
tenants, but shall not attempt to evict any tenant. Should Buyer collect any
delinquent rents or other sums which cover periods prior to the Closing Date
and for


 


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which
Seller received no proration or credit, Buyer shall remit same to Seller within
thirty (30) days after receipt. Buyer will not interfere in Seller’s efforts to
collect sums due it prior to the Closing. Seller will remit to Buyer within
thirty (30) days after receipt any rents, percentage rents or tenant
reimbursements received by Seller after Closing which are attributable to
periods occurring on or after the Closing Date. Undesignated receipts after
Closing of either Buyer or Seller from tenants in the Shopping Center shall be
applied first to then current rents and reimbursements for such tenant(s), then
to delinquent rents and reimbursements attributable to post-Closing Date
periods, and then to pre-Closing Date periods.


 


2.6                                 Closing Costs.


 


(a)                                  Seller shall pay:


 


(1)                                  The costs, if any, of satisfying any liens,
curing title defects (including, if Seller elects to cure the defect or is
required to cure in accordance with Section 7 of this Agreement, the cost
and expense of title policy endorsements required to accomplish same, if any)
and recording any curative title documents;


 


(2)                                  A credit against the Purchase Price in the
amount of $94,160.00, which represents market rent and reimbursements for a
twelve (12) month period, tenant improvement costs and leasing commissions for
the vacant suites 8 and 11 within the Shopping Center;


 


(3)                                  The brokerage commission payable to Broker
incurred in connection with the sale of the Shopping Center to Buyer, if and when
this transaction closes, in accordance with a separate written agreement
between Broker and Seller; and


 


(4)                                  Seller’s attorneys’ fees relating to the sale
of the Property.


 


(b)                                 Buyer shall pay:


 


(1)                                  The costs of Buyer’s due diligence investigations;


 


(2)                                  The costs of the Phase I environmental site
assessment to be obtained by Buyer, if any;


 


(3)                                  Transfer taxes imposed upon the transactions
contemplated hereby;


 


(4)                                  The costs of Title Insurance;


 


(5)                                  The costs of the new Survey;


 


(6)                                  The costs, fees and taxes attributable to
Buyer’s financing, if any;


 


(7)                                  The costs of recording the closing documents
to be recorded; and


 


(8)                                  Buyer’s attorneys’ fees.


 


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3. INSPECTION PERIOD AND
CLOSING


 


3.1                                 Inspection Period. 
Buyer shall have the Inspection Period within which to physically
inspect the Property and conduct its due diligence related thereto, and Seller
agrees to provide Buyer with the documentation described upon the Due Diligence
Checklist attached hereto as Exhibit 3.1, and made a part hereof. Buyer and
Buyer’s officers, employees, consultants, attorneys and other authorized
representatives shall have the right to reasonable access to the Property and
to all records of Seller related thereto (including without limitation title
information, property leasing files, surveys, environmental assessment reports
and other information concerning the condition of the Property), at reasonable
times during the Inspection Period, for the purpose of inspecting the Property,
conducting a Phase I Environmental Site Assessment in accordance with ASTM
standards only, reviewing the books and records of Seller concerning the
Property, evaluating the leasing and physical condition of the Property, conducting
tenant interviews and otherwise conducting its due diligence review, provided however
that Buyer shall not be permitted to obtain soil, or groundwater samples from
the Property for the purpose of conducting laboratory analysis on such samples.
Seller shall give Buyer any authorizations which may be required by Buyer in
order to gain access to records or other information pertaining to the Property
or the use thereof maintained by any third party, governmental or
quasi-governmental authorities or organizations. Buyer hereby expressly agrees that
unless requested by Seller in writing to disclose such results, Buyer shall
maintain the confidentiality of its Phase I report and any other environmental
investigation or due diligence and specifically, shall not disclose such
information to Seller, any third party or any governmental entity unless
required to do so by law. Buyer hereby agrees to indemnify and hold Seller
harmless from any damages, liabilities or claims for property damage or
personal injury and mechanics liens caused by or arising from Buyer and its
agents and contractors in the conduct of such inspections and investigations.
Prior to any entry upon any Property by Buyer or any officer, employee, agent,
consultant or contractor of Buyer, Buyer shall provide Seller with an insurance
certificate reflecting liability insurance coverage of not less than $1,000,000
and naming Seller as an additional insured and to restore the Property to the
condition that existed prior to such inspections or investigations. Buyer’s indemnity
and insurance obligations shall survive the Closing or early termination
hereof. Seller shall cooperate with and assist Buyer in making such
inspections, interviews and reviews. Buyer agrees that it will not interview,
converse or communicate with any tenant without affording Seller reasonable
notice and an opportunity to be present and furnishing Seller a copy of each
and every written communication to or from a tenant promptly upon giving or
receiving same.


 


3.2                                 Buyer’s Termination Right. 
Within the Inspection Period, Buyer may elect (for any reason, or for no
reason) whether or not to go forward with this Agreement to Closing, which
election shall be made by notice to Seller and Escrow Agent given within the
Inspection Period. If such notice is not timely given, this Agreement and all
rights, duties and obligations of Buyer and Seller hereunder, except any which
expressly survive termination such as Buyer’s indemnity and insurance
obligations in Section 3.1, shall terminate, whereupon Escrow Agent shall
promptly return to Buyer the Earnest Money Deposit. Buyer shall return to
Seller the materials and information furnished to Buyer by Seller, at no cost
to Seller, after the Buyer’s receipt of the Earnest Money Deposit. After the
conclusion of the Inspection Period the Earnest Money Deposit shall not be
refundable except upon terms otherwise expressly set forth herein.


 


3.3                                 Time and Place of Closing. The Closing shall take place at the offices
of Escrow Agent on the tenth (10th) day after the end of the
Inspection Period. By providing Buyer with written notice, no later than three
(3) business days prior to Closing, Seller shall have the right to


 


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extend
the date of Closing by thirty (30) days if Seller has not obtained all required
Tenant Estoppel Letters. At any time during such thirty (30) day extension
period, Seller may provide Buyer with written notice that all Tenant Estoppel
Letters have been obtained, and the Closing shall be set at a time mutually
agreeable to Buyer and Seller within the next five (5) business days following
such written notice.


 


4. WARRANTIES,
REPRESENTATIONS AND COVENANTS OF SELLER


 


Seller, in its capacity as owner of the Shopping Center, warrants and
represents, as of the Effective Date and to the best knowledge of Seller and,
where indicated, covenants and agrees, as follows:


 


4.1                                 Organization; Authority. Seller is duly organized, validly existing
and in good standing under the laws of the state of its organization. Seller is
authorized to transact business in the state in which the Shopping Center is
located. Seller has full power and authority to enter into and perform this
Agreement in accordance with its terms.


 


4.2                                 Title. Seller is the owner in fee simple of the Shopping Center.


 


4.3                                 Litigation. There is no litigation or proceeding pending, or to the best of
Seller’s knowledge, threatened against Seller relating to the Shopping Center,
except as set forth on Exhibit 4.3 attached hereto.


 


4.4                                 Leases. There are no Leases affecting the Shopping Center other than those
listed on the Rent Roll. The copies of the Leases, which will be made available
to Buyer during the course of the Inspection Period, will be, to the best
knowledge of Seller, true, correct and complete copies thereof. Between the end
of the Inspection Period and the Closing Date, Seller will not terminate or
modify any of the Leases, enter into any new Leases or grant additional renewal
rights to any tenant, without the consent of Buyer. During the Inspection Period
Seller will advise Buyer of the terms of any proposed new Lease or material
modification of any existing Lease, or of any termination. No rent or
reimbursement has been paid more than one (1) month in advance. No security
deposit has been paid, except as stated on a separate certified report from
Seller. No tenants under the Leases are entitled to interest on any security
deposits.


 


4.5                                 Financial Statements.  Each
of the Seller Financial Statements delivered or to be delivered to Buyer
hereunder has or will have been prepared in accordance with the books and records
of Seller and presents fairly in all material respects the results of
operations for the Shopping Center as of and for the periods to which they
relate.


 


4.6                                 Contracts.  Except as stated on Exhibit
4.6 attached hereto, which is a list of all service contracts in force and
effect as of the date hereof, there are no Contracts affecting the Shopping
Center, which extend beyond the Closing Date and which, if terminated in
accordance with their terms, would bind Buyer or encumber the Shopping Center
more than thirty (30) days after such termination. All Contracts are in full
force and effect, and all obligations of Seller under the Contracts required to
be performed to date have been performed in all material respects; no party to
any Contract has asserted any claim of default or offset against Seller with respect
thereto and no event has occurred or failed to occur, which would in any way
affect the validity or enforceability of any such Contract. The copies of the
Contracts to be delivered to Buyer will be true, correct and complete copies
thereof. Seller will fulfill its obligations under all Contracts, and agrees
that between the end of the Inspection Period and the Closing will not terminate
or modify any Contracts or enter into any new Contract without the consent of
Buyer


 


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(not
to be unreasonably withheld) except such obligations as are freely terminable
without penalty upon not more than thirty (30) days’ written notice.


 


4.7                                 Maintenance and Operation of Shopping Center.  From
and after the date hereof and until the Closing, Seller covenants to keep and
maintain and operate the Shopping Center substantially in the manner in which
it is currently being maintained and operated and covenants not to cause or
permit any waste nor undertake any action with respect to the operation thereof
outside the ordinary course of business without Buyer’s prior written consent,
not to be unreasonably withheld. Seller covenants not to remove from the
Improvements or the Real Property any article included in the Personal
Property, without replacing the same with a replacement of the same general
quality and/or type. Seller covenants to maintain such casualty and liability
insurance on the Property as is presently being maintained.


 


4.8                                 Permits and Zoning; Compliance with Law. To the best knowledge of Seller, the Shopping
Center is properly zoned for its present use without variance or grandfathering
as a nonconforming use.


 


4.9                                 Rent Roll; Tenant Estoppel Letters.  The
Rent Roll is true and correct in all material respects. After the Inspection
Period ends without termination by Buyer, Seller shall use commercially
reasonable efforts to obtain current Tenant Estoppel Letters from all Tenants under
the Leases.


 


4.10                           Condemnation.  To
the best knowledge of Seller, neither the whole nor any portion of the Shopping
Center, including access thereto, is subject to temporary requisition of use by
any governmental authority or has been condemned, or taken in any proceeding
similar to a condemnation proceeding, nor is there now pending or formally
threatened any condemnation, expropriation, requisition or similar proceeding
against the Property or any portion thereof. Seller has received no notice nor
has any other knowledge that any such proceeding is contemplated.


 


4.11                           Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement
by Seller nor the consummation by Seller of the transactions contemplated
hereby will (a) conflict with or breach any provision of the organizational
documents of Seller; (b) violate or breach any provision of, or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, any note, bond, mortgage, indenture or deed of trust
to which Seller is a party; or (c) violate any order, writ, injunction, decree,
judgment, statute, law or ruling of any court or governmental authority
applicable to Seller.


 


4.12                           Environmental Matters. 
Except for uses permitted by applicable law, to the best of Seller’s
knowledge Seller has used no Hazardous Material at the Shopping Center, nor has
Seller knowingly permitted any other person to do so, except as reflected by
the environmental assessment reports that have been previously been delivered
to Buyer as part of Buyer’s due diligence as listed on Exhibit 4.12 attached
hereto or as otherwise set forth on Exhibit 4.12 attached hereto.


 


4.13                           REA Estoppel Letters. 
After the Inspection Period ends without termination by Buyer, Seller
shall use commercially reasonable efforts to obtain current REA Estoppel
Letters from all REA parties under any declaration or reciprocal easement
agreement. Failure to obtain such REA Estoppel Letters shall not be a default
under this Agreement or a condition to Buyer’s obligation to close.


 


9





















 


4.14                           Foreign Investment and Real Property Tax Act. 
Seller is not a “foreign person” within the meaning of Section 1445
of the Internal Revenue Code, or under any comparable state statutes which are
applicable to this transaction. At Closing Seller will execute and deliver to Buyer
an affidavit regarding such matters.


 


4.15                           Seller’s Knowledge.  When
used herein, the term “to the best of Seller’s knowledge” or “to the best of
knowledge of Seller” shall mean only the actual, current, conscious knowledge,
without inquiry (not constructive or implied knowledge) of Seller’s Representative,
Barry Argalas.


 


5. WARRANTIES AND
REPRESENTATIONS OF BUYER


 


5.1                                 Buyer hereby warrants and represents that
Buyer is an entity which is duly organized, validly existing and in good
standing under the laws of the state of its organization. Buyer will, prior to
Closing, be authorized to transact business in the state in which the Shopping Center
is located. Buyer has full power and authority to enter into and perform this
Agreement in accordance with its terms.


 


5.2                                 Disclaimer.  BUYER ACKNOWLEDGES AND AGREES
THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE, AND
SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES (OTHER THAN
THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED TO BE
DELIVERED IN ACCORDANCE WITH THIS AGREEMENT), COVENANTS OR AGREEMENTS OF ANY
KIND OR CHARACTER REGARDING ANY ASPECT OF THE SHOPPING CENTER, INCLUDING,
WITHOUT LIMITATION: (A) THE VALUE, 
NATURE,  QUALITY OR PHYSICAL
CONDITION THEREOF, (B) THE INCOME TO BE DERIVED THEREFROM, (C) THE SUITABILITY
OF THE SHOPPING CENTER FOR ANY ACTIVITY OR USE WHICH BUYER OR ANY TENANT MAY
CONDUCT THEREON, (D) THE COMPLIANCE OF THE SHOPPING CENTER OR ITS OPERATION
WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SHOPPING CENTER, (F)
THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE SHOPPING CENTER,
OR (G) COMPLIANCE OF THE SHOPPING CENTER WITH ANY ENVIRONMENTAL PROTECTION,
POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS,
INCLUDING THE EXISTENCE THEREIN, THEREON OR THEREUNDER OF HAZARDOUS MATERIALS. ADDITIONALLY,
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PERSON ACTING ON BEHALF OF
SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF BUYER ACKNOWLEDGES THAT
NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT
REGARDING THE SHOPPING CENTER OR THE TRANSACTIONS CONTEMPLATED HEREIN. BUYER ACKNOWLEDGES
THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE SHOPPING CENTER, BUYER
IS RELYING SOLELY ON ITS OWN INVESTIGATIONS AND NOT ON ANY INFORMATION PROVIDED
OR TO BE PROVIDED BY SELLER, OTHER THAN INFORMATION EXPRESSLY REQUIRED TO BE PROVIDED
BY SELLER HEREUNDER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS
EXPRESSLY SET FORTH HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW THE SALE
PROVIDED FOR HEREIN ARE MADE ON AN “AS-IS, WHERE-IS” BASIS WITH ALL FAULTS. THE
PROVISIONS OF THIS


 


10





















 


SECTION SHALL
SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. FURTHERMORE, EXCEPT
FOR ANY CLAIM THE BUYER MAY HAVE AS A RESULT OF THE BREACH BY THE SELLER OF ANY
EXPRESS REPRESENTATION OR WARRANTY OF SELLER SET FORTH HEREIN, BUYER DOES
HEREBY RELEASE AND FOREVER DISCHARGE SELLER, ITS DIRECTORS, SHAREHOLDERS,
OFFICERS, EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS AND ASSIGNS, FROM ANY AND
ALL ACTIONS, CAUSES OF ACTION, CLAIMS AND DEMANDS FOR, UPON OR BY REASON OF ANY
DAMAGE, LOSS OR INJURY WHICH HERETOFORE HAVE BEEN OR WHICH HEREAFTER MAY BE
SUSTAINED BY BUYER RESULTING FROM OR ARISING OUT OF THE PRESENCE OF ANY
HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION ON OR IN THE VICINITY
OF THE PROPERTY, INCLUDING THE SOIL AND/OR GROUNDWATER (HEREINAFTER REFERRED TO
AS THE “CLAIMS”). THIS RELEASE APPLIES TO ALL SUCH CLAIMS WHETHER THE ACTIONS
CAUSING THE PRESENCE OF HAZARDOUS MATERIALS ON OR IN THE VICINITY OF THE
PROPERTY OCCURRED BEFORE OR AFTER THE CLOSING. THIS RELEASE EXTENDS AND APPLIES
TO, AND ALSO COVERS AND INCLUDES, ALL STATUTORY OR COMMON LAW CLAIMS THE BUYER
MAY HAVE AGAINST THE SELLER. THE PROVISIONS OF ANY STATE, FEDERAL, OR LOCAL LAW
OR STATUTE PROVIDING IN SUBSTANCE THAT RELEASES SHALL NOT EXTEND TO CLAIMS,
DEMANDS, INJURIES OR DAMAGES WHICH ARE UNKNOWN OR UNSUSPECTED TO EXIST AT THE
TIME, TO THE PERSON EXECUTING SUCH RELEASE, ARE HEREBY EXPRESSLY WAIVED.


 


5.3                                 USA Patriot Act.


 


(a)                                  (a)                                  None of the funds to be used for payment by
Buyer of the Purchase Price will be subject to 18 U.S.C. §§ 1956-1957
(Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset
Forfeiture), 18 U.S.C. §§ 881  (Drug
Property Seizure), Executive Order Number 13224 on Terrorism Financing,
effective September 24, 2001, or the United and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, H.R. 3162, Public Law 107-56 (the “US Patriot Act”).


 


(b)                                 (b)                                 Buyer is not, and will not
become, a person or entity with whom U.S. persons are restricted from doing business
with under the regulations of the Office of Foreign Asset Control (“OFAC”) of
the Department of Treasury (including those named on OFAC’s Specially Designed
and Blocked Persons list) or under any statute, executive order (including the September 24,
2001 Executive Order Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot
Act, or other governmental action.


 


6. POSSESSION; RISK OF LOSS


 


6.1                                 Possession. Possession of the Shopping Center will be transferred to Buyer at the
conclusion of the Closing, subject to the Permitted Exceptions.


 


6.2                                 Risk of Loss.  All
risk of loss to the Shopping Center shall remain upon Seller until the
conclusion of the Closing. If, before Closing, any material and substantial
portion (defined as damage in excess of $250,000) of the Shopping Center is
damaged by fire or other


 


11





















 


casualty,
or if any material and substantial portion of the Shopping Center is taken or
formally threatened by eminent domain (defined as affecting any Shopping Center
building, and/or any Shopping Center parking, if the same results in a
noncompliance with zoning or impacts 10% or more of the total parking, and/or
adversely impacts any access drive serving the Shopping Center), and/or
violates the terms and conditions of any lease regarding minimum number of
parking spaces or parking ratios, Seller shall, within ten (10) days of such
damage or taking, notify Buyer thereof and Buyer shall have the option to:


 


(a)                                  terminate this Agreement upon notice to
Seller and Escrow Agent given within ten (10) business days after such notice
from Seller; or


 


(b)                                 proceed with the purchase of the Shopping
Center, in which event Seller shall assign to Buyer all Seller’s right, title
and interest in all amounts due or collected by Seller under any insurance
policies (together with Seller’s payment to Buyer of any deductible thereunder)
or as condemnation awards.


 


7. TITLE MATTERS


 


Seller has delivered or will deliver to Buyer promptly after the
Effective Date hereof copies of the Existing Title Policy and Existing Survey,
and within ten days of the Effective Date, Seller shall use diligent efforts to
deliver to Buyer’s counsel new Title Insurance Commitment. Within five (5) days
of receipt of the new title commitment, Buyer shall order a new Survey. Buyer
will have ten (10) business days after its receipt of both the new Title
Insurance Commitment and the new Survey, but no longer than the Inspection
Period, within which to notify Seller in writing of any conditions, defects,
encroachments or other objections to title or survey which are not acceptable
to Buyer. Any matter disclosed by the Title Insurance Commitment (other than
liens removable by the payment of money) or by the Survey which is not timely
specified in Buyer’s written notice to Seller, shall be deemed a Permitted
Exception. Seller shall use reasonable efforts to cure all objections to title
or survey made by Buyer (“Title Objections”) by Closing, but shall not be
obligated to cure any Title Objections, other than (i) those which are in the
nature of a mortgage lien voluntarily imposed by Seller; (ii) a mechanic’s or
construction lien; or (iii) other claim which can be cured by the payment of
money, provided the amount of money to be paid to effect the cure does not
exceed $5,000.00 and in no event shall Seller be obligated to institute any
litigation to cure any Title Objections. If Seller elects not to cure a Title
Objection, Seller shall notify Buyer in writing of such election. If any Title
Objection is not cured by Closing, Buyer may (i) refuse to purchase the
Shopping Center and terminate this Agreement and immediately receive a return
of the Earnest Money Deposit; or (ii) waive such objection(s) and close the
purchase of the Shopping Center, subject to the Title Objection(s), and without
reduction of the Purchase Price.


 


8. CLOSING DELIVERIES


 


8.1                                 Seller Deliveries.
At Closing Seller shall deliver:


 


(a)                                  A special warranty deed in proper form for
recording, duly executed, witnessed and acknowledged, so as to convey to Buyer
the fee simple title to the Shopping Center, subject only to the Permitted
Exceptions;


 


(b)                                 Originals, if available, or if not, true
copies of the Leases and Contracts;


 


12





















 


(c)                                  Assignments to Buyer of all Leases and all
Contracts, containing an indemnity against breach of such instruments by Seller
prior to the Closing Date and including all security deposits and other sums
from tenants held by or for Seller with respect to the Leases, and containing a
reciprocal indemnity from Buyer against breach of such instruments and claims
made by tenants and others which arise from and after the Closing Date;


 


(d)                                 A quitclaim bill of sale or assignment of all
Personal Property and Materials;


 


(e)                                  An updated Rent Roll certified by Seller;


 


(f)                                    Tenant Estoppel Letters obtained by Seller,
if not already delivered to Buyer, which must include those from all Major
Tenants and seventy five percent (75.0%) by number of the other tenants who
have signed leases for any portion of the Shopping Center, together with Seller’s
estoppel (in the form required for the respective tenants) for each tenant not
delivering an estoppel (i.e., to achieve 100% estoppel delivery to Buyer). If
Seller delivers a Seller’s Estoppel Letter for any tenant and within ninety
(90) days thereafter delivers a Tenant Estoppel Letter from such tenant in form
required herein and containing the same provisions as are included in the Seller’s
Estoppel, Seller will be released from any and all liabilities and obligations
thereafter accruing under such Seller’s Estoppel Letter;


 


(g)                                 An owner’s affidavit, non-foreign affidavit,
non-tax withholding certificate and such other documents as may reasonably be
required by the Title Company in order to effectuate the provisions of this
Agreement and the consummation of the transactions contemplated herein;


 


(h)                                 Resolutions or affidavits of Seller
authorizing the transaction described herein;


 


(i)                                     An executed audit representation letter in
the form attached hereto as Exhibit 8.l(i), and made a part hereof;


 


(j)                                     Letters to tenants signed by Seller, in the
form attached hereto as Exhibit 8.1(j), and made a part hereof, notifying the
tenants of the acquisition of the Shopping Center by Buyer and directing the
tenants to pay all rents and other sums to Buyer from and after the Closing
Date;


 


(k)                                  An updated certificate, as of closing,
certifying that the representations and warranties contained in Article 4
of this agreement remain true and correct in all material respects; and


 


(1)                                  Such other documents as the Title Company may
reasonably request to effect the transaction contemplated by this Agreement.


 


8.2                                 Buyer Deliveries. At Closing Buyer shall deliver:


 


13





















 


(a)                                  Subject to the terms of subparagraph 2.2
hereof, a direction to Escrow Agent to disburse the Earnest Money Deposit to
Seller;


 


(b)                                 The balance of the Purchase Price;


 


(c)                                  The reciprocal indemnity described in Subsection 8.l(c)
above;


 


(d)                                 Resolutions or affidavits of Buyer
authorizing the transactions described herein; and


 


(e)                                  Such other documents as the Title Company may
reasonably request to effect the transactions contemplated by this Agreement.


 


8.3                                 Reasonable Efforts. Each of the parties hereto agrees to use
reasonable efforts to take or cause to be taken all actions reasonably
necessary, proper or advisable to consummate the transactions contemplated by
this Agreement.


 


9. BREACH; REMEDIES


 


9.1                                 Breach by Seller.  In
the event of a breach of Seller’s obligations herein, Buyer may, at Buyer’s
election: (i) terminate this Agreement and receive a return of the Earnest
Money Deposit, and the parties shall have no further rights or obligations
under this Agreement (except as expressly survive termination); (ii) enforce
this Agreement by suit for specific performance (including costs and expenses
of suit, including reasonable attorney’s fees); or (iii) waive such breach and
close the purchase contemplated hereby, notwithstanding such breach.


 


9.2                                 Breach by Buyer. In the event of a breach of Buyer’s
obligations herein, Seller’s sole legal and equitable remedy (except for
breaches related to Buyer’s indemnity and insurance obligations) shall be to
terminate this Agreement and retain Buyer’s Earnest Money Deposit as AGREED
LIQUIDATED DAMAGES for such breach, and upon payment in full to Seller of such
Earnest Money Deposit, the parties shall have no further rights, claims,
liabilities or obligations under this Agreement (except the indemnity and
insurance obligations of Buyer, for which Seller, in the event of a breach
thereof by Buyer, shall have available to it all remedies at law or in equity).


 


10. MISCELLANEOUS


 


10.1                           Commissions. Seller and Buyer represent to each other that neither Seller (in the case
of Seller’s representation) nor Buyer (in the case of Buyer’s representation)
has dealt with nor does it have any knowledge of any broker or other person who
has or may have any claim against Seller, Buyer or the Shopping Center for a
brokerage commission, finder’s fee or like payment arising out of or in
connection with this transaction, other than Broker (which fee shall be paid by
Seller pursuant to separate agreement). Buyer agrees to indemnify and hold
Seller harmless from any other such claim arising by, through or under Buyer,
and Seller agrees to indemnify and hold Buyer harmless from any other such
claim arising by, through or under Seller.


 


10.2                           Notices. All notices and demands of any kind which either party may be
required or may desire to serve upon the other party in connection with this
Agreement shall be in writing, signed by the party or its counsel identified
below, and shall be served (as an alternative to


 


14





















 


personal
service) by overnight courier service or facsimile transmission (followed
promptly by personal service or mailing of a hard copy), at the addresses set
forth below:


 


	
  As
  to Seller:

  	
  Regency Centers, L.P.

  Attention: Barry Argalas

  121 West Forsyth Street, Suite 200

  Jacksonville, Florida 32202

  Telephone: 904/598-7464

  Facsimile: 904/354-3448

  



 


15





















 


	
  With a copy to Seller’s Counsel:

  	
  Rogers Towers, P.A.

  Attention: William E. Scheu, Esq.

  And John R. Ibach, Esq.

  1301 Riverplace Blvd., Suite 1500

  Jacksonville, Florida 32207

  Telephone: 904/398-3911

  Facsimile: 904/396-0663

  
	
   

  	
   

  
	
  As
  to Buyer:

  	
  Inland Real Estate
  Acquisitions, Inc.

  Attention: Vice Chairman

  2901 Butterfield Road

  Oak Brook, Illinois 60523

  Telephone: 630-218-4948

  Facsimile:   630-218-4935

  
	
   

  	
   

  
	
  With
  a copy to Buyer’s Counsel:

  	
  The Inland Real Estate
  Group, Inc.

  Attention: General Counsel

  2901 Butterfield Road

  Oak Brook, Illinois 60523

  Telephone: 630-218-8000

  Facsimile:  630-219-4900 and
  630-571-2360

  
	
   

  	
   

  
	
  With
  a copy to Escrow Agent:

  (if required)

  	
  Chicago Title Insurance
  Company

  Attention: Nancy Castro

  171 North Clark Street

  Chicago, Illinois 60601

  Telephone: 312-223-2709

  Facsimile: 312-223-2108

  
	
   

  	
   

  
	
  As
  to Broker:

  	
  Staubach Retail Services
  Southeast, L.L.C.

  Attention: Thomas Statham

  3400 Peachtree Road, N.E., Suite 1100

  Atlanta, Georgia 30326

  Telephone:                                       

  Facsimile:                                        

  



 


Any
such notice or demand so secured, shall constitute proper notice hereunder upon
delivery to the United States Postal Service or to such overnight courier, or
by confirmation of the facsimile transmission.


 


10.3                           Headings.  The titles and headings of the
various sections hereof are intended solely for means of reference and are not
intended for any purpose whatsoever to modify, explain or place any
construction on any of the provisions of this Agreement.


 


10.4                           Validity. If any of the provisions of this Agreement or the application thereof
to any persons or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of


 


16





















 


this
Agreement shall not be affected thereby, and every other provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.


 


10.5                           Attorneys’ Fees.  In
the event of any dispute, litigation or other proceeding between the parties
hereto to enforce any of the provisions of this Agreement or any right of either
party hereunder, the unsuccessful party to such dispute, litigation or other
proceeding shall pay to the successful party all costs and expenses, including
reasonable attorneys’ fees, incurred at trial, on appeal, and in any
arbitration, administrative or other proceedings, all of which may be included
in and as a part of the judgment rendered in such litigation. Any indemnity provisions
herein shall include indemnification for such costs and fees. This section shall
survive the Closing or a prior termination hereof.


 


10.6                           Time. Time is of the essence of this Agreement, provided that if any date
upon which some action, notice or response is required of any party hereunder
occurs on a weekend or national holiday, such action, notice or response shall
not be required until the next succeeding business day.


 


10.7                           Governing Law.  This
Agreement shall be governed by the laws of the state in which the Property is
located.


 


10.8                           Gender; Plural; Singular; Terms.  A
reference in this Agreement to any gender, masculine, feminine or neuter, shall
be deemed a reference to the other, and the singular shall be deemed to include
the plural and vice versa, unless the context otherwise requires. The terms “herein,”
“hereof,” “hereunder,” and other words of a similar nature mean and refer to
this Agreement as a whole and not merely to the specified section or
clause in which the respective word appears unless expressly so stated.


 


10.9                           Exhibits. All exhibits attached hereto are incorporated herein by reference to
the same extent as though such exhibits were included in the body of this
Agreement verbatim.


 


10.10                     Counterparts, Further Instruments, Etc. This Agreement may be executed in counterparts,
and when so executed shall be deemed executed as one agreement. Seller and Buyer
shall execute any and all documents and perform any and all acts reasonably
necessary to fully implement this Agreement.


 


10.11                     No Recording. 
Neither this Agreement nor any memorandum notice or short form hereof
shall be recorded.


 


10.12                     Survival. The indemnities, representations and warranties of each of Seller and
Buyer, and their respective obligations intended to be performed after the
Closing, if any, shall survive for a period of six (6) months after the
Closing.


 


10.13                     Successors and Assigns. 
Buyer shall not assign its rights hereunder except to affiliated
entities. An affiliated entity for purposes hereof shall include any entity
which is wholly owned by a party or by a parent of a party, or any entity in
which a party or a parent of a party has an equity interest and is a general or
managing partner/member. The terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of the heirs, successors and
permitted assigns of the parties. No third parties, including any brokers or creditors,
shall be beneficiaries hereof or entitled to any rights or benefits hereunder.


 


17





















 


10.14                     Entire Agreement.  This
Agreement, together with the exhibits attached hereto, supercedes all prior
agreements between the parties as to the Property, if any, and constitutes the entire
agreement between the parties with respect to the subject matter hereof. This
Agreement may not be modified, amended or otherwise changed in any manner
except by a writing executed by Buyer and Seller or their respective counsel
identified herein.


 


10.15                     Section 1031 Exchange. 
Buyer acknowledges that Seller may effect a like-kind exchange under Section 1031
of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly,
Buyer agrees that it will cooperate with Seller to effect a tax-free exchange
in accordance with the provisions of Section 1031 of the Code and the
regulations promulgated with respect thereto. Seller shall be solely
responsible for any additional fees, costs or expenses incurred in connection
with the like-kind exchange contemplated by this paragraph, and Buyer shall not
be required to execute any document other than an assignment of the contract to
a qualified intermediary and a closing statement identifying the qualified
intermediary as the Seller, nor incur any debt, obligation or expense in
accommodating Seller hereunder. In no event shall Seller’s ability or inability
to effect a like-kind exchange, as contemplated hereby, in any way delay the
Closing or relieve Seller from its obligations and liabilities under this
Agreement. Seller hereby agrees to indemnify and hold harmless Buyer from any
liability, losses or damages incurred by Buyer in connection with or arising
out of the Section 1031 like-kind exchange, including but not limited to
any tax liability.


 


10.16                     Buyer’s Conditions to Closing: It is a condition to Buyer’s obligation to
close that as of the date of Closing: (i) all tenant improvement allowances and
leasing commissions for any tenant lease shall have been fully paid and
discharged (or credited to Buyer at Closing), and (ii) there shall not then
exist any “Material Default” by any tenant under any lease either on the part of
Seller, as landlord, or any tenant. 
Material Default as used herein shall include any one or more of the
following events have occurred since the Effective Date of this Agreement: (i)
a tenant has ceased operation of its business; (ii) a tenant is 60 days late in
payment of Base Rent; or (iii) a tenant has violated an exclusive use
limitation or other restriction contained in a lease.


 


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


 


	
   

  	
  “SELLER”

  
	
   

  	
   

  
	
   

  	
  REGENCY CENTERS, L.P.,
  a Delaware

  limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Regency Centers Corporation, a Florida

  corporation

  
	
   

  	
  Its: General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Barry Argalas

  	
   

  
	
   

  	
   

  	
  Name: Barry Argalas

  
	
   

  	
   

  	
  Its: Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  11-10

  	
  , 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax Identification No: 59-3191743

  
							



 


18





















 


	
   

  	
  “BUYER”

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS,

  INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason A. Lazarus

  	
   

  
	
   

  	
  Name:

  	
  Jason A. Lazarus

  	
   

  
	
   

  	
  Title:

  	
  V.P.

  	
   

  
	
   

  	
   

  
	
   

  	
  Date: 

  	
  November 9

  	
  , 2004

  
	
   

  	
   

  
	
   

  	
  Tax Identification No: 36-3614035

  
								



 


19