Exhibit
10.488


 


	
  

  	
  Inland Real Estate Acquisitions, Inc.

  
	
  2901
  Butterfield Road

  
	
  Oak
  Brook, IL 60523

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

  
	
  www.inlandgroup.com

  



 


	
   

  	
   

  	
  November 8, 2004

  
	
  Wickham & 95 Corporation (Seller)

  	
   

  	
   

  
	
  Lot 91, LLC (Seller)

  	
   

  	
   

  
	
  c/o Matthew Development LLC (Seller)

  	
   

  	
   

  
	
  Attn: Ernie Euler

  	
   

  	
   

  
	
  7331 Office Park Place, Suite 200

  	
   

  	
   

  
	
  Viera, FL 32940

  	
   

  	
   

  
	
   

  
	
  Re:

  	
   

  	
  Shoppes at Lake
  Andrew

  
	
   

  	
   

  	
  Viera, FL

  
					



 


Dear Ernie:


 


This letter represents this corporation’s
offer to purchase the Shoppes at Lake Andrew with 144,772 net rentable square
feet, situated on approximately 18 acres of land, located at the northwest
corner of Wickham and I-95 in Viera, FL (see Exhibit A 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 nominee will
consummate this transaction on the following basis:


 


1.               The total purchase price shall be $28,300,000.00, plus or minus
prorations, including the existing first
mortgage as stated below, and with no new mortgage contingencies,  to be paid at closing 30 days  following the
acceptance of this agreement (see Paragraph 11). In the event that closing does
not occur on or before December 30, 2004, either party may by written notice to
the other and the Escrow Agent terminate this Contract whereupon the Deposit shall
be refunded to Purchaser and all parties shall be relieved of any further
obligations hereunder (in the event of any such cancellation, Purchaser shall
immediately return to Seller all due diligence materials and any other
information delivered to Purchaser by Seller). Purchaser’s Deposit in the
amount of $500,000.00 shall be nonrefundable thirty (30) days after the date of
this Agreement (the due diligence period), subject
to closing conditions as set forth herein.


 


Purchaser shall
purchase the property subject only to one non-recourse first mortgage with
Nationwide Life Insurance Company having a current balance of $15,800,000.00
with a monthly interest payment of $65,833.33 as of the Closing Date which is
an annualized interest payment of $790,000.00, at an interest rate of 5.00%
through December 30, 2009 and changing on December 31, 2009 to an interest rate
of 6.54%, with amortization, for an approximate monthly principal and interest
payment of $107,416.67 which is an approximate annualized principal and
interest payment of $1,289,000.00 maturing on March 1, 2014. Seller shall cause
Nationwide Life Insurance Company to release at Closing Lot 90 (World Savings)
from the lien of its mortgage.


 


Within the due
diligence period, Purchaser shall apply to and the first mortgagee shall
approve this transaction and shall approve Inland and Inland Western Retail
Real Estate Trust, Inc., Inland’s nominee and Inland’s affiliate’s subsequent
ownership without recourse to any. Any fees or expenses incurred in obtaining
said approvals shall be paid by Seller. Said first
mortgages shall be current and without default at


 





















 


closing and any and all existing
reserves and impounds, including replacement reserves, for said financing shall
be assigned to Purchaser at closing and shall be paid to Seller by Purchaser at
closing.


 


The balance of $12,368,500.00, plus
or minus prorations, shall be paid in cash to Seller at closing with it being
understood that Seller’s equity shall be subject to increase in the same amount
of any debt reduction between the date of this agreement and the closing date.


 


Seller and Purchaser shall allocate the
Purchase Price between land, building and depreciable improvements by written
agreement prior to closing.


 


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


 


3.               Seller represents
and warrants (to the best of the Seller’s
knowledge), that the above referenced property is leased to the
tenants described on Exhibit B pursuant to the 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.


 


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


 


5.               Seller warrants and
represents (to the best of the Seller’s knowledge), that during the term of
the leases the tenants and guarantors (if applicable) 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.


 


Prior to closing, but only after Purchaser’s
Deposit in the amount of $500,000.00 is deemed non-refundable, (which is the
first day following the end of the due diligence period), Seller shall not
enter into or extend any agreements without Purchaser’s approval. Any new
contract not accepted by Purchaser within five (5) days of receipt by
Purchaser, shall be terminated by Seller. Any work presently in progress on the
property shall be completed by Seller prior to closing.


 


6.               Ten (10) days prior
to closing Seller shall furnish Purchaser with estoppel letters acceptable to
Purchaser from all tenants, guarantors, and parties to reciprocal and/or
operating easement agreements, if available. Seller shall deliver its own
estoppel for any tenant less than 4,000 sq. ft., not
delivering an estoppel. Any Seller estoppel so delivered shall expire six (6)
months after its effective date.


 


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 and if available a
certificate of insurance from the tenants and guarantors in the form and
coverage provided in the leases.


 


2





















 


9.               It is understood that Seller may have in its
possession Level 1 Environmental Reports which Seller will supply to Purchaser
10 days prior to closing. Seller shall have said reports, which must be
acceptable to Purchaser, updated and re-certified to Purchaser at closing, all
at Purchaser’s cost.


 


10.   The above sale of the real estate shall be
consummated by conveyance of a special warranty deed from Seller to Purchaser’s
designee, with the Seller
paying any city, state, or county transfer taxes for the closing, and Seller
agrees to cooperate (at no cost to Seller) with Purchaser’s lender, if any, and
the money lender’s escrow.


 


11.   The closing shall occur through Chicago Title
& Trust Company, in Chicago, Illinois with Nancy Castro as Escrowee, 30
days following acceptance of this agreement (see paragraph 1), at which time
title to the above property shall be marketable; i.e., free and clear of all
liens, encroachments and encumbrances, and an ALTA form B owner’s title policy
with extended coverage and required endorsements, waiving off all construction,
including 3.1 zoning including, if available, parking and loading docks, and
insuring all improvements as legally conforming uses and not as non-conforming
or conditional uses, paid by Seller
shall be issued, with all warranties and representations to the best of
Seller’s knowledge being true now and at closing and surviving the closing for (12) months, and each party shall
be paid in cash their respective credits, including, but not limited to,
security deposits, rent and expenses, interest in arrears (if any) with a
proration of real estate taxes based on the most recent bill or latest assessment,
or the estimated assessments for 2004 using the Assessor’s formula for these
sales transactions, with a later reproration of taxes when the actual bills are
received. At closing, no credit will be given to Sellers for any past due,
unpaid or delinquent rents, all of which Seller shall retain the right to
collect.


 


12.   Within the due diligence period, Purchaser
may, at Purchaser’s sole cost and expense, obtain an appraisal of the property
prepared by MAI or any other qualified appraiser which determines the value of
the property to be not less than the Purchase Price, and certified in the name
of, Purchaser or Purchaser’s lender.


 


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


 


14.   Seller warrants and represents that there are
no employees employed for the property or its ownership entity.


 


15.   Prior to closing, Seller shall furnish to
Purchaser copies of all guarantees and warranties which Seller received from
any and all contractors and sub-contractors pertaining to the property. To the
best of Seller’s knowledge all guarantees and warranties survive the closing
and are assignable and transferable to any titleholder subsequent to Seller’s
ownership.


 


16.   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 B attached.


 


17.   Fifteen (15) days prior to closing, Seller
must provide the title as stated above, Within the due diligence period, Seller  shall request pay for and give to purchaser  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 which shall be acceptable to Purchaser and the title company
at closing.


 


3





















 


18.   Seller
agrees to immediately make available and disclose all information that
Purchaser needs to evaluate the above property, including all inducements,
abatements, concessions or cash payments given to tenants, and for CAM, copies
of the bills. Seller agrees to cooperate, at no cost or expense to Seller, 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.


 


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


 


If this offer is acceptable, please sign the
original of this letter and initial each page, keeping copies for your files
and returning the original to me by November 15, 2004.


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
  INLAND
  REAL ESTATE ACQUISITIONS, INC.

  or nominee

  
	
   

  
	
  By:

  	
  /s/ Ernie Euler

  	
   

  	
   

  
	
  Date:

  	
  10.15.04

  	
   

  	
  /s/ G.
  Joseph Cosenza

  	
   

  
	
   

  	
  G. Joseph
  Cosenza

  
	
   

  	
  Vice
  Chairman

  
						



 


4





















 





 





















 


EXHIBIT B


 


SHOPPES AT LAKE ANDREW


Viera, FL


 


SHADOW-ANCHORED
BY WAL-MART


 


	
  TENANTS

  	
   

  	
  S.F.

  	
   

  	
  ANNUAL

  BASE RENT

  	
   

  	
  MONTHLY

  BASE RENT

  	
   

  	
  RENT

  PER SQ. FOOT

  	
   

  	
  LEASE

  COMMENCEMENT

  DATE

  	
   

  	
  LEASE

  EXPIRATION

  DATE

  	
   

  
	
  Ross Dress For Less

  	
   

  	
  30,187

  	
   

  	
  286,776.00

  	
   

  	
  23,898.00

  	
   

  	
  $

  	
  9.50

  	
   

  	
  2/12/2004

  	
   

  	
   

  	
  1/31/2016

  	
   

  	
   

  
	
  Linen N Things

  	
   

  	
  28,240

  	
   

  	
  353,000.00

  	
   

  	
  29,416.67

  	
   

  	
  $

  	
  12.50

  	
   

  	
  2/12/2004

  	
   

  	
   

  	
  1/31/2015

  	
   

  	
   

  
	
  Shoe Carnival

  	
   

  	
  10,800

  	
   

  	
  135,000.00

  	
   

  	
  11,250.00

  	
   

  	
  $

  	
  12.50

  	
   

  	
  10/2/2003

  	
   

  	
   

  	
  10/31/2013

  	
   

  	
   

  
	
  Pier 1 Imports

  	
   

  	
  10,622

  	
   

  	
  191,196.00

  	
   

  	
  15,933.00

  	
   

  	
  $

  	
  18.00

  	
   

  	
  10/9/2003

  	
   

  	
   

  	
  2/28/2014

  	
   

  	
   

  
	
  Dress Barn

  	
   

  	
  4,312

  	
   

  	
  74,536.00

  	
   

  	
  6,211.33

  	
   

  	
  $

  	
  18.50

  	
   

  	
  4/16/2004

  	
   

  	
   

  	
  6/30/2009

  	
   

  	
   

  
	
  EB Games

  	
   

  	
  1,800

  	
   

  	
  43,200.00

  	
   

  	
  3,600.00

  	
   

  	
  $

  	
  24.00

  	
   

  	
  8/11/2003

  	
   

  	
   

  	
  8/31/2008

  	
   

  	
   

  
	
  Subway

  	
   

  	
  1,200

  	
   

  	
  31,200.00

  	
   

  	
  2,600.00

  	
   

  	
  $

  	
  26.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rag Shop

  	
   

  	
  19,976

  	
   

  	
  219,736.00

  	
   

  	
  18,311.33

  	
   

  	
  $

  	
  11.00

  	
   

  	
  11/16/2003

  	
   

  	
   

  	
  11/30/2013

  	
   

  	
   

  
	
  Petco

  	
   

  	
  13,767

  	
   

  	
  213,388.00

  	
   

  	
  17,782.33

  	
   

  	
  $

  	
  15.50

  	
   

  	
  9/29/2003

  	
   

  	
   

  	
  9/30/2013

  	
   

  	
   

  
	
  Your House Interiors

  	
   

  	
  9,748

  	
   

  	
  150,660.00

  	
   

  	
  12,555.00

  	
   

  	
  $

  	
  15.46

  	
   

  	
  8/1/2004

  	
   

  	
   

  	
  7/31/2009

  	
   

  	
   

  
	
  Mattress Barn

  	
   

  	
  4,520

  	
   

  	
  83,244.00

  	
   

  	
  6,937.00

  	
   

  	
  $

  	
  18.42

  	
   

  	
  10/2/2003

  	
   

  	
   

  	
  10/31/2008

  	
   

  	
   

  
	
  Payless

  	
   

  	
  2,700

  	
   

  	
  59,400.00

  	
   

  	
  4,950.00

  	
   

  	
  $

  	
  22.00

  	
   

  	
  6/27/2003

  	
   

  	
   

  	
  6/30/2013

  	
   

  	
   

  
	
  Asian Wok

  	
   

  	
  1,200

  	
   

  	
  32,400.00

  	
   

  	
  2,700.00

  	
   

  	
  $

  	
  27.00

  	
   

  	
  9/20/2003

  	
   

  	
   

  	
  9/30/2008

  	
   

  	
   

  
	
  Cellular Express

  	
   

  	
  1,200

  	
   

  	
  33,372.00

  	
   

  	
  2,781.00

  	
   

  	
  $

  	
  27.81

  	
   

  	
  8/2/2003

  	
   

  	
   

  	
  8/31/2013

  	
   

  	
   

  
	
  Hair Cuttery

  	
   

  	
  1,200

  	
   

  	
  32,400.00

  	
   

  	
  2,700.00

  	
   

  	
  $

  	
  27.00

  	
   

  	
  8/28/2003

  	
   

  	
   

  	
  8/31/2008

  	
   

  	
   

  
	
  Professional

  	
   

  	
  1,200

  	
   

  	
  31,200.00

  	
   

  	
  2,600.00

  	
   

  	
  $

  	
  26.00

  	
   

  	
  8/23/2003

  	
   

  	
   

  	
  8/31/2013

  	
   

  	
   

  
	
  The Blind Spot

  	
   

  	
  1,200

  	
   

  	
  31,200.00

  	
   

  	
  2,600.00

  	
   

  	
  $

  	
  26.00

  	
   

  	
  1/29/2004

  	
   

  	
   

  	
  1/31/2009

  	
   

  	
   

  
	
  Gulf Atlantic Hearing Aid

  	
   

  	
  900

  	
   

  	
  29,700.00

  	
   

  	
  2,475.00

  	
   

  	
  $

  	
  33.00

  	
   

  	
  1/31/2004

  	
   

  	
   

  	
  1/31/2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
  144,772

  	
   

  	
  2,031,608.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  

  	
  The
  Inland Real Estate Group, Inc.

  
	
  2901
  Butterfield Road

  
	
  Oak
  Brook, Illinois 50523

  
	
  630-218-8000
  Fax: 630-218-4900

  
	
  Law
  Department

  



 


	
  December 15, 2004

  
	
   

  
	
  VIA
  FACSIMILE 321/242-8007

  
	
  Wickham
  & 95 Corporation

  
	
  Lot
  91, LLC

  
	
  c/o
  Matthew Development, LLC

  
	
  7331
  Office Park Place, Suite 200

  
	
  Viera,
  Florida 32940

  
	
  Attn:
  Mr. Ernie Euler

  
	
   

  
	
   

  	
  Re:

  	
  The Shoppes at Lake Andrew, Viera, Florida

  
	
   

  	
  (the “Property”)

  



 


Dear
Mr. Euler:


 


Reference is hereby made to
that certain letter agreement dated November 15, 2004 (the “Agreement”),
between Inland Real Estate Acquisitions, Inc. (“Inland”), as purchaser, and
Wickham & 95 Corporation and Lot 91, LLC (ECE), as seller. All capitalized
terms not defined herein shall have the meanings ascribed to them in the
Agreement.


 


As you are aware, pursuant
to the terms of the Agreement, the due diligence period, as defined in the
Agreement, is scheduled to end today, December 15, 2004. However, certain due
diligence matters remain outstanding. Accordingly, Inland requires that the due
diligence period be extended from December 16, 2004 ECE to December 20, 2004.  Please note that we are not requesting an
extension of the closing date, which will remain December 30, 2004.  Except for the extensions of the due diligence
period as provided above, all terms and provisions of the Agreement shall
remain unchanged as originally written.


 


Please confirm WICKHAM &
95 CORP. ECE agreement to the foregoing by having the appropriate party on
behalf of WICKHAM & 95 CORP. ECE sign a copy of this letter on the line
provided below. Once executed, please have one (1) fully executed copy returned
to us by facsimile (630/218-4900, Attn: Robin Rash) no later than 2:30 p.m.,
Chicago time, today, December 15, 2004 (with the original to follow by regular
mail).


 


Should Inland
not receive a copy of this letter, executed by WICKHAM & 95 CORP. ECE by 2:30 p.m. Chicago time, on December 15, 2004, then in order to protect its Earnest Money, this letter
shall serve as Inland’s notice of termination of the Agreement.


 





















 


Thank you, and if you have
any questions, please feel free to contact me at (630) 218-8000, ext. 2854 or
e-mail: 


rrash@inlandgroup.com.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  THE
  INLAND REAL ESTATE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  /s/
  Robin Rash

  	
   

  
	
   

  	
  Robin
  Rash

  
	
   

  	
  Assistant
  Counsel

  
	
   

  
	
   

  
	
  cc:

  	
  Dale
  Dettmer, Esq. (via facsimile at 321/768-1147)

  
	
   

  	
  Krasny
  & Dettmer

  
	
   

  	
  304
  S. Harbor City Blvd., Ste 201

  
	
   

  	
  Melbourne,
  FL 32901

  
	
   

  	
   

  
	
   

  	
  Chicago
  Title Insurance Company

  
	
   

  	
  171
  N. Clark

  
	
   

  	
  3rd
  Floor, Division 2

  
	
   

  	
  Chicago,
  IL 60601

  
	
   

  	
  Attention:
  Nancy Castro (via facsimile at 312/223-2108)

  
	
   

  	
   

  
	
   

  	
  Mr.
  G. Joseph Cosenza (by hand)

  
	
   

  	
   

  
	
   

  	
  Mr.
  Ed Murray (by hand)

  
	
   

  
	
   

  
	
  APPROVED
  AND AGREED:

  
	
   

  	
   

  
	
  WICKHAM
  & 95 CORP. ECE

  LOT 91, LLC

  
	
   

  
	
  By:

  	
  /s/
  Ernie Euler

  	
   

  
	
  Name:

  	
  ERNIE
  EULER

  	
   

  
	
  Its:

  	
  PRESIDENT

  	
   

  
						



 


2





















 


	
  

  	
  The
  Inland Real Estate Group, Inc.

  
	
  2901
  Butterfield Road

  
	
  Oak
  Brook, Illinois 50523

  
	
  630-218-8000
  Fax 630-218-4900

  
	
  Law
  Department

  



 


	
  December 20, 2004

  
	
   

  
	
  VIA FACSIMILE 321/242-8007

  
	
  c/o
  Matthew Development, LLC

  
	
  7331
  Office Park Place, Suite 200

  
	
  Viera,
  Florida 32940

  
	
  Attn:
  Mr. Ernie Euler

  
	
   

  
	
   

  	
  Re:

  	
  The Shoppes at Lake Andrew, Viera, Florida

  
	
   

  	
  (the “Property”)

  



 


Gentlemen:


 


This letter is written with
respect to that letter agreement (the “Agreement”), between Inland Real Estate
Acquisitions, Inc., as Purchaser, and Wickham & 95 Corporation and Lot 91,
LLC (collectively, “Seller”), in connection with the Property.


 


Please be advised that
Purchaser is prepared to waive all items of due diligence with respect to the
Property, and to proceed to closing on December 30, 2004, subject to the
following:


 


1.             Satisfaction of the items raised in that correspondence
from Robin Rash to you, dated December 18, 2004;


 


2.             Completion of all negotiations and documentation among
Nationsbank, Seller and Purchaser regarding (a) assumption of the loan by
Inland and (b) amending the loan payment terms to be interest only for the
first five years, commencing with the acquisition closing date;


 


3.             Satisfaction of all other conditions precedent to
closing contained in the Agreement.


 


4.             Written waiver by World Savings of the right of first
refusal contained in the lease for World Savings to acquire Lot 4, Wal-Mart at
Viera Subdivision (a/k/a Lot 91).


 


5.             Delivery of the following missing items: Utility bills;
service contracts; commencement date agreements for Linens, Shoe Carnival, EB
Games, Subway, Asian Wok, Hair Cuttery; tenant financials; and tenant insurance
certificates.


 


If you are in agreement with
the foregoing, please so indicate by executing below and faxing a copy of this
letter to me at 630/218-4900.


 





















 


Thank you, and if you have
any questions, please feel free to contact me at (630)218-8000, ext. 2854 or
e-mail: rrash@inlandgroup.com.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  THE
  INLAND REAL ESTATE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  /s/
  Robin Rash

  	
   

  
	
   

  	
  Robin
  Rash

  
	
   

  	
  Assistant
  Counsel

  
	
   

  	
   

  
	
  AGREED
  ON BEHALF OF SELLERS:

  
	
   

  
	
  By:

  	
  /s/
  Ernie Euler

  	
   

  
	
  Date:

  	
  12.20.04

  	
   

  
	
   

  
	
   

  
	
  RR/rr

  
	
   

  
	
  cc:

  	
  Dale
  Dettmer, Esq., Krasny & Dettmer, 304 S. Harbor City Blvd., Suite 201,

  Melbourne, Florida 32901 (Via facsimile at 321/768-1147)

  
	
   

  	
   

  
	
   

  	
  Mr.
  G. Joseph Cosenza (by hand)

  
	
   

  	
   

  
	
   

  	
  Mr.
  Ed Murray (by hand)

  
						



 


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