Exhibit 10.299
April 27, 2004
Cranberry Square Associates, L.P.
0000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Re: Cranberry Square Shopping Center
Cranberry Township, Pennsylvania
Dear Xx. Xxxxxxx:
This letter represents Inland Real Estate Acquisitions, Inc.'s offer to
purchase from Cranberry Square Associates, L.P. ("Seller"), a Pennsylvania
limited partnership, the Cranberry Square Shopping Center ("Shopping Center")
with 195,556 net rentable square feet, situated on approximately 11.409 acres of
land, designated as Parcel 2-2D Second Revision, as shown on the Plan of
Subdivision Cranberry Square/Wal-Mart Revision No. 1 and approximately 10.67
acres of land designated as Parcel 2-2E in the Cranberry Square Associates
Cranberry Square Shoppes Subdivision Plat recorded at Plan Book Volume 189,
pages 45 and 46, in the Xxxxxx County Recorder's Office, and located on US Route
19 (Perry Highway) in Cranberry Township, Pennsylvania together with Seller's
rights in a strip of land ("Sign Parcel") located in the center of Cranberry
Square Drive, hereinafter defined.
The above properties shall include all the land and buildings and common
facilities, as well as all personalty within the buildings and common areas, and
all intangible rights relating to the properties.
Inland Real Estate Acquisitions, Inc. or its nominee ("Purchaser") will
consummate this transaction on the following basis:
1. The total purchase price shall be $20,286,549.00 all cash, plus or
minus prorations, with no mortgage contingencies, to be paid as
follows: (i) the sum of $250,000.00 as an xxxxxxx money deposit (the
"Hand Money") within two (2) business days following the execution of
this Agreement by both Purchaser and Seller, and (ii) the balance of
the purchase price at closing (see Paragraph 11). The Hand Money shall
be deposited by Purchaser with Chicago Title and Trust Company, as
Escrow Agent. The Escrow Agent may deposit the Hand Money in an
interest bearing account, and all interest earned thereon shall be for
the account of Purchaser unless otherwise expressly provided herein.
This Agreement may be terminated by Purchaser, in its sole discretion,
upon Purchaser giving written notice of termination to Seller during
the period commencing on the date of execution of this Agreement by
both Purchaser and Seller and ending on May 24, 2004 ("Due Diligence
Period"). The Hand Money and all accrued interest shall be refundable
to Purchaser if Purchaser exercises its right of termination on or
prior to May 24, 2004 or if the requirements for closing as set forth
in this Agreement are not satisfied as of the date scheduled for the
closing. If Purchaser has not exercised its right to terminate this
Agreement and the transaction contemplated herein fails to close as a
result of Purchaser's default under the terms of this Agreement, then
Seller shall be entitled to receive the Hand Money and all accrued
interest as its sole remedy and liquidated damages (both Purchaser and
Seller agreeing, in view of the uncertainty and impossibility of
ascertaining such damages to Seller,
CRANBERRY SQUARE SHOPPING CENTER CRANBERRY TWP., PA APRIL 27, 2004
PAGE 2
that the aforesaid amount constitutes a reasonable forecast of the
damages that would be sustained by Xxxxxx).
Purchaser shall allocate the land, building and depreciable
improvements prior to closing.
2. Each party represents to the other that no commissions are due any
broker in connection with any of the transactions contemplated by this
Agreement, except the Commission due to Xxxxx Xxxxx or his assigns,
which Commission is to be paid by Seller. Seller and Purchaser
represent to each other that in the event any claims for real estate
commissions, fees or compensation arise in connection with this
transaction, the party so incurring or causing such claims shall
indemnify and hold harmless the other party from any loss or damage
which such other party suffers because of such claims.
3. Seller represents and warrants that the Shopping Center is leased to
the tenants described on Exhibit A providing for CAM and real estate
reimbursements/escrows covering the buildings and all of the land,
parking areas, reciprocal and/or operating easement agreements, for
their 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 (except those rent and CAM concessions, if any, set
forth in the lease amendments delivered to Purchaser).
4. Seller represents and warrants that the Shopping Center is free of
violations, and the interior and exterior structures are in a good
state of repair, free of leaks, structural problems, and mold; except
as noted on Exhibit "B" attached hereto which repairs shall be
Seller's responsibility; that the Shopping Center is in full
compliance with Federal, State, City and County ordinances,
environmental laws and concerns; that no one has a lease that exceeds
the lease term stated in said leases or has an option to extend the
term not set forth in the leases; nor does anyone have an option or
right of first refusal to purchase the Shopping Center; nor is there
any contemplated condemnation of any part of the Shopping Center; nor
are there any current or contemplated special assessments that would
affect the Shopping Center.
5. Seller represents and warrants 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 pro-rata basis (except for Toys
R Us, whose pro rata share has been fixed pursuant to its lease),
including but not limited to, real estate taxes, reciprocal and/or
operating easement agreements, utilities, insurance, all common area
maintenance, parking lot and the buildings, etc.
Seller has delivered to Purchaser copies of all Leases and Lease
Amendments covering the Shopping Center. Purchaser has reviewed and
accepts all Leases and Lease Amendments.
Prior to closing, Seller shall not enter into nor extend any
agreements affecting the Shopping Center without Purchaser's prior
written approval, and any agreement presently in existence not
accepted by Purchaser shall be terminated by Seller, and Seller shall
not enter into any new leases or extend any existing leases without
Purchaser's prior written approval. Seller represents and warrants to
Purchaser that there is no work presently in progress within the
Shopping Center, except the repair work identified in Paragraph 4.
6. Ten (10) days prior to closing Seller shall furnish Purchaser with
estoppel letters acceptable to Purchaser, dated within sixty (60) days
prior to closing, from all tenants and lease guarantors, and all
parties to all reciprocal and/or operating easement agreements
affecting the Shopping Center.
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.
CRANBERRY SQUARE SHOPPING CENTER CRANBERRY TWP., PA APRIL 27, 2004
PAGE 3
8. This offer is subject to Seller supplying to Purchaser prior to
closing a certificate of insurance from the tenants and guarantors in
the form and coverage acceptable to Purchaser for the closing.
9. The above sale of the real estate shall be consummated by conveyance
of a special warranty deed in form and substance acceptable to
Purchaser, from Seller to Purchaser's designee, with the Seller and
Purchaser each being responsible for and paying one half of 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.
10. The closing shall occur through Chicago Title & Trust Company, in
Chicago, Illinois with Xxxxx Xxxxxx as Escrowee, at a time and date
selected by Purchaser, which closing date shall be no earlier than
June 3, 2004 and no later than June 7, 2004, time being of the
essence, at which time title to the above property shall be good and
marketable; i.e., free and clear of all liens, encroachments and
encumbrances, with Chicago Title Insurance Company issuing to
Purchaser, at Seller's sole cost and expense, an ALTA Form B owner's
title policy covering title to the Shopping Center with complete
extended coverage and all endorsements required by Purchaser, waiving
off all construction, (said policies and the endorsements being the
"Title Policy"). 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 (with the real estate
taxes assessed by the county and local municipality being prorated on
a calendar year basis, and the real estate taxes assessed by the
school district being prorated on a fiscal year basis) based on the
actual bills are received. At closing, no credit will be given to
Sellers for any past due, unpaid or delinquent rents and Purchaser
shall not be required to undertake the collection thereof or account
to Seller for any collection thereof, but Seller independently may
pursue collection efforts therefor. All Seller warranties and
representations are and at closing shall be true and shall survive the
closing.
11. Purchaser, in its discretion and at Seller's sole cost and expense,
may obtain an appraisal of the property prepared by an MAI or other
qualified appraiser selected by Purchaser in Purchaser's sole
discretion. It is understood that to the extent that the Seller has in
its possession an appraisal of the property prepared by an MAI or
other qualified appraiser, Seller shall deliver copies of such
appraisal to Purchaser within 5 days of the acceptance of this offer.
12. Seller nor any tenant or guarantor shall be in default on any lease or
agreement at closing, nor is there now nor at closing shall there be
any threatened or pending litigation except for such matters that the
Seller cures as of the closing.
13. Seller warrants and represents that there are no unpaid unemployment
taxes to date with respect to the Shopping Center which is the subject
of this Agreement.
14. Prior to closing, Seller shall furnish to Purchaser copies of all
guarantees and warranties which Seller has received from any and all
contractors and sub-contractors pertaining to the Shopping Center.
This offer is subject to Purchaser's satisfaction that all guarantees
and warranties survive the closing and are assignable and transferable
to any titleholder now and in the future. If Purchaser is not
satisfied, it may terminate this Agreement during the Due Diligence
Period.
15. This offer is subject to the property being 100% occupied at the time
of closing (except only for the vacant space, being 14,936 square
feet, formerly occupied by Home Place), 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.
16. Promptly following the execution of this Agreement by Xxxxxxxxx and
Seller, Purchaser, at Seller's
3
CRANBERRY SQUARE SHOPPING CENTER CRANBERRY TWP., PA APRIL 27, 2004
PAGE 4
sole cost and expense and as an accommodation to Seller, shall order a
title commitment for the Title Policy issued by Chicago Title
Insurance Company together with complete and legible copies of the
title exceptions listed therein as stated above, including all plats
and exhibits referenced therein, and Seller shall provide to Purchaser
copies of all existing surveys, site plans, subdivision plans, and
other plans and specifications in Seller's possession or under
Seller's direction or control. Purchaser shall provide Seller with a
copy of the commitment and the exception documents and within ten (10)
days following the receipt by Seller of the commitment and the
exception documents, Seller, at its sole cost and expense, shall
deliver to Purchaser a current ALTA/ACSM Land Title Survey prepared in
accordance with the minimum standard detail requirements for ALTA/ACSM
Land Title surveys jointly established and adopted by ALTA, ACSM and
NSPS in 1999 including all Table A optional survey responsibilities
certified to and acceptable to Purchaser and Chicago Title Insurance
Company. An update of the survey conforming in all respects to the
Subdivision Plan, dated after and reflecting the sale of the Michaels
Parcel to Wal-Mart, shall be delivered to Purchaser by Seller, at
Seller's sole cost and expense, not less than fifteen (15) days prior
to closing.
17. Purchaser agrees that it shall take the 14,936 square feet of vacant
space in the former Home Place space in "as is" condition. Seller
warrants and represents to Purchaser that such vacant space has its
own separately metered utilities.
18. Xxxxxx agrees to immediately make available and disclose all
information that Purchaser needs to evaluate the Shopping Center,
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. In addition, Purchaser
may, at its discretion, directly contact tenants and any other persons
or entities doing business on or in connection with the Shopping
Center.
19. During the Due Diligence Period, Purchaser may verify that the South
Wall (i) has been constructed to meet all code requirements as an
exterior bearing wall upon demolition of the Michaels store, (ii)
extends through the existing roofs between the Office Max and Michaels
store such that the roof and roof systems covering the Office Max
store are completely independent of the roof and roof systems covering
the Michaels store, (iii) upon recordation of the subdivision plat the
South Wall shall be located solely upon the portion of the Shopping
Center being acquired by Purchaser and shall not be or be deemed to be
a party wall but is and shall be a severable wall from the Michaels
store, wholly owned by Purchaser and upon which the Wal-Mart
Improvements shall not rely upon for support but shall only abut the
South Wall; and (iv) will not be affected by the demolition or
destruction of the Michaels store.
20. Wal-Mart has acquired the Michaels Parcel for the expansion of the
adjacent Wal-Mart store. Seller has delivered a Deed in escrow to
Wal-Mart for the 914 square foot parcel that is required by Wal-Mart
for the construction of its expansion, A copy of that Deed is attached
as Exhibit "C:. Seller represents and warrants to Purchaser that
Parcel 2-2D Second Revision, after approval and recordation of the
Plan of Subdivision for Cranberry Square/Wal-Mart Revision No. 1,
shall be a lawfully created subdivided parcel in full compliance with
all zoning and governmental requirements, including, without
limitation, all set back requirements, and that Parcel 2-2D Second
Revision, Parcel 2-2E, the Sign Parcel and all of the improvements on
Parcel 2-2D Second Revision, Parcel 2-2E, shall be legal conforming
uses, and not as a non-conforming uses, in conformance with the
Cranberry Township SU-1 zoning classification, all necessary zoning
variances and approvals having been obtained on or before closing. Not
less than ten (10) nor more than thirty (30) days prior to closing,
Seller shall provide Purchaser with a Zoning Certificate letter issued
to Purchaser by Cranberry Township after (or upon) the recording of
the subdivision plat certifying the Shopping Center is in conformance
with the aforesaid zoning requirements.
CRANBERRY SQUARE SHOPPING CENTER CRANBERRY TWP., PA APRIL 27, 2004
PAGE 5
21. At Closing, Seller shall cause Wal-Mart to deliver an Indemnification
Agreement substantially in the form attached as Exhibit "D".
22. All notices, requests or demands to be given under this Agreement from
one party to the other (collectively, "Notices") shall be in writing
and shall be given by personal delivery, or by overnight courier
service for next Business Day delivery at the other party's address
set forth below, or by telecopy transmission at the other party's
facsimile telephone number set forth below (with evidence of
transmission sent by overnight courier service for next Business Day
delivery at the other party's address set forth below). Notices given
by personal delivery (i.e, by the sending party or a messenger) shall
be deemed given on the date of delivery, Notices given by overnight
courier service shall be deemed given upon deposit with the overnight
courier service and Notices given by telecopy transmission shall be
deemed given on the date of transmission. If any party's address is a
business, receipt by a receptionist, or by any person in the employ of
such party, shall be deemed actual receipt by the party of Notices.
The term, Business Day, means any day other than Saturday, Sunday or
any other day on which banks are required or are authorized to be
closed in Chicago, Illinois. Notices may be issued by an attorney for
a party and in such case such Notices shall be deemed given by such
party. The parties' addresses are as follows:
Purchaser: Inland Real Estate Acquisitions, Inc.
0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Phone: (000) 000.0000
Fax: (000) 000.0000
With a copy to: The Inland Real Estate Group, Inc. Law Department
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
Seller: Cranberry Square Associates, L.P.
c/o X. X. Xxxxxxx Enterprises
0000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Xxxxxx X. Xxxxxx
Xxxxxxx XxXxxxxxxx Xxxx Xxxxxxx & Xxxxxx L.L.P.
000 Xxxxx Xxxxx, Xxxxx 0
Xxxxxxxxx Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
A party's address for notice may be changed from time to time by
notice given to the other party in the manner herein provided for
giving notice. Failure or delay in delivering copies of any Notice to
5
CRANBERRY SQUARE SHOPPING CENTER CRANBERRY TWP., PA APRIL 27, 2004
PAGE 6
the persons designated above to receive copies shall in no way
adversely affect the effectiveness of such Notice given to the
addressee party.
22. Purchaser herein acknowledges that it is the intention of the Seller
to create an IRS Code, Section 1031 Tax Deferred Exchange; that the
Seller's rights and obligations under this Agreement may be assigned
to LandAmerica Exchange Company to facilitate such exchange. Xxxxxxxxx
agrees to cooperate with the Seller in a manner necessary to enable
Seller to qualify for said exchange at no additional cost or
liability.
This offer is predicated upon the Purchaser's review and approval, in its
sole discretion, of 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 for the Shopping Center is
required that qualify, comply with and can be used in a public offering, such
audit to be performed at Purchaser's expense and with Seller's cooperation,
provided that all such reviews and approvals shall be completed on or before
Closing.
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
Purchaser by April 30, 2004.
Sincerely,
INLAND REAL ESTATE ACQUISITIONS, INC.
of nominee
/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx
Acquisitions & Development
--------------------------------------
X. Xxxxxx Xxxxxxx
Vice Chairman
ACCEPTED:
Cranberry Square Associates, L.P.
By: X.X. Xxxxxxx Corporation, its General Partner
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
President
Dated: April 28, 2004
4/22/2004 10:53 AM
RENT ROLL WITH LEASE CHARGES
CRANBERRY SQUARE ASSOCIATES - (2802)
MM/YY=03/2004
BLDGA-2 office 23,380 OfficeMax, Inc., 20,652.33 882.71 0.00 362.82 21,897.86
BLDGA-3 toysru 45,000 Toys "R" Us, 14,166.67 0.00 5,389.30 0.00 19,555.97
BLDGB-1 dicksc 50,000 Dick's Clothing & Sporting Goods, Inc., 42,708.33 2,002.16 6,009.89 0.00 50,720.38
BLDGC-1 bestbuy 37,005 Best Buy Stores, L.P., 37,775.94 1,700.00 0.00 0.00 39,475.94
BLDGC-2 bames 25,200 Xxxxxx & Xxxxx Superstores, Inc., 26,250.00 1,009.09 0.00 0.00 27,259.09
BLDGC-3 14,981 VACANT 0.00 0.00 0.00 0.00 0.00
BLDGA-2 0.00 10/1/1996 9/30/2001
BLDGA-3 0.00 11/1/1996 1/31/2012
BLDGB-1 0.00 2/26/1997 2/28/2012
BLDGC-1 0.00 11/1/2002 1/31/2013
BLDGC-2 0.00 11/13/1996 11/30/2011
BLDGC-3 0.00
EXHIBIT "B"
LIST OF OUTSTANDING REPAIR ITEMS
1. Lamps under front canopy of Office Max.
2. Roof leak in electronics section of Office Max.
3. Roof leak on Best Buy space.
THIS
INDENTURE
Made the 23rd day of March, 2004,
Between
CRANBERRY SQUARE ASSOCIATES, L.P., a Pennsylvania limited partnership,
PARTY OF THE FIRST PART
and
WAL-MART STORES, INC., a Delaware corporation,
PARTY OF THE SECOND PART;
WITNESSETH, THAT THE SAID PARTY OF THE FIRST PART, IN CONSIDERATION OF THE SUM
OF
ONE DOLLAR AND OTHER GOOD AND VALUABLE CONSIDERATION ($1.00)
to it now paid by the said party of the second part, does xxxxx, bargain, sell
and convey unto the said party of the second part, its, successors and assigns,
ALL that certain five (5) foot wide parcel of land situate in the Township of
Cranberry, County of Xxxxxx and Commonwealth of Pennsylvania, being part of Lot
2-2D Revised in the Cranberry Square/Wal-Mart Plan to be recorded, more
particularly described as follows:
BEGINNING at a mag nail set on the dividing line between Lot 2-1 Revised
and Lot 2-2D Revised in the Cranberry Square/Wal-Mart Plan to be recorded, said
point being the following two courses from a capped survey pin set at the
northwest corner of Lot 2-1 in the Terra Cranberry Plan No. 2 recorded in Plan
Book Volume 147 page 12: South 87 DEG. 00'00" East, 200.00 feet; and South 03
DEG. 00'00" East, 86.86 feet; thence from said point of beginning along the
dividing line between said Lot 2-1 Revised and Lot 2-2D Revised North 03 DEG.
00'00" East, 5.00 feet; thence through Lot 2-2D Revised South 87 DEG. 03'59"
East, 182.81 feet (becoming contiguous with the southerly exterior wall of the
existing Office Max building at approximately 39 feet and remaining contiguous
with said wall for approximately 176 feet) to the dividing line between said Lot
2-1 Revised and Lot 2-2D Revised; thence along said dividing line the following
two courses: South 02 DEG. 56'01" West, 5.00 feet; and North 87 DEG. 03'59"
West, 182.80 feet to the point of beginning.
Containing an area of 914 square feet or 0.021 acre.
BEING part of the same premises granted and conveyed to Cranberry Square
Associates, L.P. the Grantor herein, by the following three instruments: (a)
deed from Xxxx Xxxxxxxxxx dated 1/22/96 and recorded in Deed Book Volume 2596,
page 448; (b) deed from Cranberry Corporate Center Partnership dated 12/19/95
and recorded at Deed Book Volume 2596, page 452; and (c) deed from E/M Cranberry
Associates dated 12/19/95 and recorded in Deed Book Volume 2596, page 458.
with the appurtenances: To Have and To Hold the same to and for the use of the
said Grantee, its successors and assigns forever, and the Grantor, for itself,
its successors and assigns, hereby covenants and agrees that it will Warrant
SPECIALLY the Property hereby conveyed.
NOTICE THIS DOCUMENT MAY NOT/DOES NOT SELL, CONVEY, TRANSFER, INCLUDE OR
INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND
DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY
HAVE/HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT
CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING
OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT
ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED,
TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. This notice is set forth
in the manner provided in Section 1 Act of July 17, 1957, P. L. 984 as amended,
and is not intended as notice of recorded instruments, if any.
WITNESSETH my hand and seal the day and year first above written.
WITNESS: CRANBERRY SQUARE ASSOCIATES, L.P.,
A PENNSYLVANIA LIMITED PARTNERSHIP,
BY: X.X. XXXXXXX CORPORATION, ITS GENERAL
PARTNER
/s/ [ILLEGIBLE] BY:/s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------------
Xxxxxxx X. Xxxxxxx, President
NOTICE THE UNDERSIGNED, AS EVIDENCED BY THE SIGNATURES(S) TO THIS NOTICE AND THE
ACCEPTANCE AND RECORDING OF THIS DEED, (IS ARE) FULLY COGNIZANT OF THE FACT THAT
THE UNDERSIGNED MAY NOT BE OBTAINING THE RIGHT OF PROTECTION AGAINST SUBSIDENCE,
AS TO THE PROPERTY HEREIN CONVEYED, RESULTING FROM COAL MINING OPERATIONS AND
THAT THE PURCHASED PROPERTY, HEREIN CONVEYED, MAY BE PROTECTED FROM DAMAGE DUE
TO MINE SUBSIDENCE BY A PRIVATE CONTRACT WITH THE OWNERS OF THE ECONOMIC
INTEREST IN THE COAL. THIS NOTICE IS INSERTED HEREIN TO COMPLY WITH THE
BITUMINOUS MINE SUBSIDENCE AND LAND CONSERVATION ACT OF 1966.
WITNESS:
-------------------------------- --------------------------------------
CERTIFICATE OF RESIDENCE
I, the undersigned, do hereby certify that Grantees' precise address is
2001 S.E. 10th Street, Bentonville, Arkansas 72716-0550.
Witness my hand this ____ day of ___________, 2004.
----------------------------
STATE OF Pennsylvania )
) SS
COUNTY OF Beaver )
On this the 23rd day of March, 2004, Before me, a Notary Public, the
undersigned officer, personally appeared Xxxxxxx X. Xxxxxxx who acknowledged
himself to be the President of X.X. Xxxxxxx Corporation, the General Partner of
Cranberry Square Associates, L.P., a Pennsylvania limited partnership and that
as such President, being authorized to do so, executed the foregoing instrument
for the purposes therein contained, and in the capacity therein stated, by
signing as the President of such corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official seal
/s/ Xxxxxx Xxxxxxxxx
------------------------------
Notary Public
My commission expires Aug 3, 2007 COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
Xxxxxx Xxxxxxxxx, Notary Public
Xxxxxx Boro, Xxxxxx County
My Commission Expires Aug. 3, 2007
Members Pennsylvania Association of Notaries
