EXHIBIT 10.3
PROPERTY ACQUISITION AGREEMENT
THIS PROPERTY ACQUISITION AGREEMENT (this "Agreement") is entered into as of
August 31, 2005 by and between INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation ("Acquisitions"), and INLAND AMERICAN REAL ESTATE
TRUST, INC., a Maryland corporation (the "Company").
Acquisitions and the
Company are sometimes referred to herein individually as a "Party" and
collectively as the "Parties."
WHEREAS, the Company is in the business of, among other things, acquiring and
managing real estate, primarily retail properties and multi-family, office and
industrial buildings located in the United States and Canada, and other Real
Estate Assets (as defined below);
WHEREAS, Acquisitions is in the business of acquiring and assisting certain
third parties in acquiring assets, such as the Real Estate Assets (as defined
below);
WHEREAS, Acquisitions is an indirect wholly-owned subsidiary of The Inland
Group, Inc., an Illinois corporation ("The Inland Group");
WHEREAS, Robert D. Parks is an officer and director of the Company and a
stockholder and director of The Inland Group;
WHEREAS, concurrent herewith, the Company is entering into the Business
Management Agreement (as defined below) with an affiliate of Acquisitions; and
WHEREAS, Acquisitions is willing to grant the Company certain rights to acquire
Real Estate Assets identified by Acquisitions.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and in consideration of the amounts payable to affiliates of Acquisition
under the Business Management Agreement, the Parties agree as follows:
1.
INCORPORATION OF RECITALS.
BY THIS
REFERENCE, THE RECITALS SET FORTH ABOVE ARE HEREBY INCORPORATED INTO THIS
AGREEMENT AS IF FULLY SET FORTH HEREIN.
2.
DEFINITIONS.
THE FOLLOWING CAPITALIZED
TERMS USED IN THIS AGREEMENT SHALL HAVE THE FOLLOWING MEANINGS:
(A)
"BUSINESS MANAGER" MEANS INLAND AMERICAN
BUSINESS MANAGER & ADVISOR, INC., AN ILLINOIS CORPORATION.
(B)
"BUSINESS MANAGEMENT AGREEMENT" MEANS THAT
CERTAIN BUSINESS MANAGEMENT AGREEMENT OF EVEN DATE HEREWITH BY AND BETWEEN THE
COMPANY AND THE BUSINESS MANAGER.
(C)
"COMMUNITY CENTER" MEANS REAL ESTATE
IMPROVED FOR USE AS A MULTI-TENANT SHOPPING CENTER WITH GROSS LEASABLE RETAIL
AREA EXCEEDING 150,000 SQUARE FEET BUT LESS THAN 300,000 SQUARE FEET.
(D)
"COVERED PROPERTY" MEANS A COMMUNITY CENTER,
NEIGHBORHOOD RETAIL FACILITY OR SINGLE USER PROPERTY.
(E)
"MARKET AREA" MEANS THE UNITED STATES AND
CANADA.
(F)
"NEIGHBORHOOD RETAIL FACILITY" MEANS REAL
ESTATE IMPROVED FOR USE AS A MULTI-TENANT SHOPPING CENTER WITH GROSS LEASABLE
RETAIL AREA OF NOT LESS THAN 5,000 SQUARE FEET AND NOT MORE THAN 150,000 SQUARE
FEET.
(G)
"REAL ESTATE ASSET" MEANS A COVERED
PROPERTY, SUBJECT PROPERTY OR REAL ESTATE OPERATING COMPANY.
(H)
"REAL ESTATE OPERATING COMPANY" MEANS:
(I) ANY ENTITY THAT HAS EQUITY SECURITIES REGISTERED UNDER SECTION 12(B) OR
12(G) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT");
(II) ANY ENTITY THAT FILES PERIODIC REPORTS UNDER SECTIONS 13 OR 15(D) OF THE
EXCHANGE ACT; OR (III) ANY ENTITY THAT, EITHER ITSELF OR THROUGH ITS
SUBSIDIARIES:
(I)
OWNS AND OPERATES INTERESTS IN REAL
ESTATE ON A GOING CONCERN BASIS RATHER THAN AS A CONDUIT VEHICLE FOR INVESTORS
TO PARTICIPATE IN THE OWNERSHIP OF