Exhibit 10.414
[INLAND(R) LOGO]
The Inland Real Estate Group, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxx 00000
000-000-0000 Fax: 000-000-0000
Law Department
October 29, 2004
VIA FACSIMILE
Mr. Xxxx Xxxxx
Xxxxx & Company
0000 Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
RE: XXXXXXXXX XXXXX XXXXXXXX, XXXXXXXXX, XXXXX
Dear Xx. Xxxxx:
Reference is hereby made to that certain Letter Agreement dated April 21,
2004, as amended (the "Letter Agreement"), between Inland Real Estate
Acquisitions, Inc. ("Inland"), AS purchaser, and Xxxxx & Company ("Xxxxx"), as
seller.
We understand that Xxxxx requires that the Closing Date for Mansfield
Towne(TM) Crossing be extended to November 5, 2004. Inland agrees with these
extensions. Except for the extension of the Closing Date as provided above, all
terms and provisions of the Letter Agreement shall remain unchanged as
originally written.
Please confirm Xxxxx'x Agreement to the foregoing by having the appropriate
parry on behalf of Xxxxx sign a photocopy 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: Xxxxx Xxxx) (with the original to follow by
regular mail).
If you have any questions or comments, please feel free to call me.
Sincerely yours,
THE INLAND REAL ESTATE GROUP, INC.
/s/ Xxxxx Xxxx
Xxxxx Xxxx
Assistant Counsel
Xxxxx & Company
October 29, 2004
Page 2
ACCEPTED AND AGREED this
29th day of October, 2004
XXXXX & COMPANY
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
----------------------------
Its: Vice-President
----------------------------
RR/lr
October 14, 2004
VIA FACSIMILE
Mr. Xxxx Xxxxx
Xxxxx & Company
0000 Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
RE: XXXXXXXXX XXXXX XXXXXXXX, XXXXXXXXX, XXXXX AND
PLEASANT RUN TOWNE CROSSING, CEDAR HILL, TEXAS
-------------------------------------------------------
Dear Xx. Xxxxx:
Reference is hereby made to that certain Letter Agreement dated April 21,
2004, as amended (the "Letter Agreement"), between Inland Real Estate
Acquisitions, Inc. ("Inland"), as purchaser, and Xxxxx & Company ("Xxxxx"), as
seller.
We understand that Xxxxx requires that the Closing Date for Mansfield Towne
Crossing be extended to November 1, 2004 and that the Closing Date for Pleasant
Run Towne Crossing be extended to November 15, 2004. Inland agrees with these
extensions. Except for the extension of the Closing Date as provided above, all
terms and provisions of the Letter Agreement shall remain unchanged as
originally written.
Please confirm Xxxxx'x agreement to the foregoing by having the appropriate
party on behalf of Xxxxx sign a photocopy 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: Xxxxx Xxxx) (with the original to by regular
mail).
If you have any questions or comments, please feel free to call me.
Sincerely yours,
THE INLAND REAL ESTATE GROUP, INC.
Xxxxx Xxxx
Assistant Counsel
Xxxxx & Company
October 14, 2004
Page 2
ACCEPTED AND AGREED this
15th day of October, 2004
XXXXX & COMPANY
By: /s/ [ILLEGIBLE]
------------------------------
Name: [ILLEGIBLE]
------------------------------
Its: President
------------------------------
RR/lr
cc: Xx. Xxxx Xxxx (via electronic mail)
Xxxxx Xxxxx (via electronic mail)
Xxxx Xxxxx (via electronic mail)
Xxxxx Xxxxxx (via electronic mail)
September 28, 2004
VIA ELECTRONIC MAIL
Mr. Xxxx Xxxxx
Xxxxx & Company
0000 Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
RE: XXXXXXXXX XXXXX XXXXXXXX, XXXXXXXXX, XXXXX
-----------------------------------------------------
Dear Xx. Xxxxx:
Reference is hereby made to that certain Letter Agreement dated April 21,
2004, as amended (the "Letter Agreement"), between Inland Real Estate
Acquisitions, Inc. ("Inland"), as purchaser, and Xxxxx & Company ("Xxxxx"), as
seller.
We understand that Xxxxx requires that the Closing Date for Mansfield Towne
Crossing be extended to October 15, 2004. Inland agrees with this extension.
Except for the extension of the Closing Date as provided above, all terms and
provisions of the Letter Agreement shall remain unchanged as originally written.
Please confirm Xxxxx'x agreement to the foregoing by having the appropriate
party on behalf of Xxxxx sign both enclosed originals 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: Xxxxx Xxxx) (with the original to follow
by regular mail).
If you have any questions or comments, please feel free to call me.
Sincerely yours,
THE INLAND REAL ESTATE GROUP, INC.
/s/ Xxxxx Xxxx
Xxxxx Xxxx
Assistant Counsel
Xxxxx & Company
September 28, 2004
Page 2
ACCEPTED AND AGREED this
29 day of September, 2004
XXXXX & COMPANY
By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
------------------------------
Its: President
------------------------------
RR/lr
cc: Xx. Xxxx Xxxx (via electronic mail)
Xx. Xxxxx Xxxxx (via electronic mail)
Xx. Xxxx Xxxxx (via electronic mail)
Xxxxx Xxxxxx, Esq. (via electronic mail)
Ms. Xxx While (via electronic mail)
[INLAND(R) LOGO]
The Inland Real Estate Group, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxx 00000
000-000-0000 Fax: 000-000-0000
Law Department
August 10, 2004
VIA ELECTRONIC MAIL
MR. Xxxx Xxxxx
Xxxxx & Company
0000 Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
RE: XXXXXXXXX XXXXX XXXXXXXX, XXXXXXXXX, XXXXX AND
PLEASANT RUN TOWNE CROSSING CEDAR HILL. TEXAS
-----------------------------------------------------
Dear Xx. Xxxxx:
Reference is hereby made to that certain Letter Agreement dated April 21,
2004 (the "Letter Agreement"), between Inland Real Estate Acquisitions, Inc.
("Inland"), as purchaser, and Xxxxx & Company ("Xxxxx"), as seller.
We understand that Xxxxx requires that the Closing Date for Mansfield Towne
be extended to September 30, 2004 and that the Closing Date for Pleasant Run
Towne Crossing be extended to October 29, 2004. inland agrees with these
extensions. Except for the extension of the Closing Date as provided above, all
terms and provisions of the Letter Agreement shall remain unchanged as
originally written.
Please confirm Xxxxx'x agreement to the foregoing by having the appropriate
party on behalf of Xxxxx sign both enclosed originals 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: Xxxxx Xxxx) {with the original to follow
by regular mail).
If you have any questions or comments, please feel free to call me.
Sincerely yours,
THE INLAND REAL ESTATE GROUP, INC.
/s/ Xxxxx Xxxx
Xxxxx Xxxx
Assistant Counsel
Xxxxx & Company
August 10, 2004
Page 2
ACCEPTED AND AGREED this
11th day of August, 2004
XXXXX & COMPANY
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
-----------------------------
Its: Exec. V.P.
-----------------------------
RR/lr
cc: Xx. Xxxx Xxxx (via electronic mail)
Xxxxx Xxxxx (via electronic mail)
Xxxx Xxxxx (via electronic mail)
Xxxxx Xxxxxx (via electronic mail)
[INLAND(R) LOGO]
Inland Real Estate Acquisitions, Inc.
0000 Xxxxxxxxxxx Xxxx 000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000 000 Xxxxxxx Xxx, Xxxx Xxxxx 000, Xxxx 00 Xxxxx 000
000-000-0000 Fax: 0000 Xxxxxx Xxxxx, XX 00000 Xxxx Xxxx, XX 00000 Xxxxxxx, XX 00000
xxx.xxxxxxxxxxx.xxx 000-000-0000 Fax: 0000 000-000-0000 Fax: 0000 000-000-0000 Fax: 0846
APRIL 21, 2004
Xxxxx & Company (Seller)
Attn: Xxxx Xxxxx Sr.
No Agent for: Lakepoint Towne Crossing, L.P., (I & II)
Xxxxx Xxxxx Crossing, L.P.
PRTC Pleasant Run Towne Crossing, L.P.
MTC Mansfield Towne Crossing, L.P.
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Re: 0 XXXXXXXX XXXXXXX - XXXXXXXXX XXXXX XXXXXX, XXXXXXXXXX, XX; XXXXX XXXXX
CROSSING, NORTH RICHLAND HILLS, TX; PLEASANT RUN TOWNE CROSSING, CEDAR
HILL, TX; AND MANSFIELD TOWNE CENTER, MANSFIELD, TX
Dear Xxxx:
This letter represents this corporation's offer to purchase Four Shopping
Centers with an aggregate 567836 net rentable square feet, situated on
approximately 77.1862 acres of land, located at the addresses listed below. (See
Exhibit A four pages)
The above properties shall include all the land and buildings and common
facilities, as well as all personality 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 properties.
This corporation or its nominee will consummate this transaction on the
following basis:
1. The total AGGREGATE purchase price shall be $110,621,830.00 all cash,
plus or minus prorations, WITH NO MORTGAGE CONTINGENCIES, to be paid
AT JUNE 15, 2004 following the acceptance of this agreement for Xxxxx
Xxxxx Crossing and to be paid AT CLOSING 10 BUSINESS DAYS following
completion of construction and all tenants having accepted their
premises "as is", opened for business and commenced full rental
payments, which is anticipated to be December 1, 2004 for Lakepointe
Towne Crossing and September 1, 2004 for Mansfield Towne Crossing and
September 1, 2004 for Pleasant Run Towne Crossing.(see Paragraphs 6,
12 and 17). Purchaser has delivered to Chicago Title $500,000 xxxxxxx
money to secure this contract which shall be applied to each closing
in an amount equal to $125,000.
PROPERTY SIZE PURCHASE
NAME ADDRESS CITY STATE ZIP SQ. FT. PRICE
--------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx Crossing Southeast Corner of Xxxxx Blvd & North Xxxxxxxx
Xxxxxxxx Xxxx Xxxx Xxxxx XX 00000 41,391 9,754,898,74
Pleasant Run Towne Southwest Corner of Pleasant
Crossing Run and Xxxxxxx 00 Xxxxx Xxxx XX 00000 225,545 41,417,811.26
Lakepoint Towne Center 000 Xxxxxx Xxxxxxx Xxxxxxxxxx XX 00000 193,502 39,481,379.00
Mansfield Towne Center Xxxxxxxxx Xxxxxx xx Xxx 000 & Xxxxxxxxx
Xxxxxx Xxxx XX 00000 107,398 19,967,741.00
567,836 110,621,830.00
4 XXXXX AND COMPANY SHOPPING CENTERS PAGE 2
APRIL 21, 2004
Purchaser shall allocate the land, building and depreciable
improvements 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 properties are leased to the
tenants described on THE ATTACHED THREE PAGE EXHIBIT B on triple net
leases covering the buildings 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 ail of those
concessions.
4. Seller warrants and represents (TO THE BEST OF THE SELLER'S
KNOWLEDGE), that the properties are 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 properties are 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 properties, 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 are responsible for and pay all operating expenses relating
to the properties 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, Seller shall not enter into or extend any agreements
without Purchaser's approval and any contract presently in existence
not accepted by Purchaser shall be terminated by Seller. Any work
presently in progress on the properties shall be completed by Seller
prior to closing.
6. It is understood that the Seller, prior to closing, shall be liable
and responsible at their sole cost and expense, to complete the
construction of Lakepoint Towne Crossing a 193,568 square foot
shopping center and Mansfield Towne Crossing a 111,898 square foot
shopping center and all of the land. Upon completion of said
construction, Seller shall be responsible for obtaining final
unconditional occupancy permits which shall be issued from the City of
Lewisville, Texas for Lakepoint Towne Crossing and from the City of
Mansfield, Texas for Mansfield Towne Crossing and/or any required
governmental agencies for the shopping centers. Seller shall indemnify
and warrants and represents to Purchaser that Purchaser shall have no
obligation whatsoever regarding the construction of the above shopping
center or placing tenants into the rentable rental spaces.
Any and all tenants and guarantors shall acknowledge in writing that
they shall look solely to the Seller, but not to the purchaser and
titleholder, for anything regarding the construction or improvements
of the above-referenced shopping centers.
Said construction shall be subject to Purchaser's written approval and
shall be completed in total accordance with all the plans and
specifications as accepted by the City of Lewisville, Texas for
Lakepoint Towne Crossing and by the City of Mansfield, Texas for
Mansfield Towne Crossing for the shopping centers. Completion shall be
deemed to have occurred
4 XXXXX AND COMPANY SHOPPING CENTERS PAGE 3
APRIL 21, 2004
after the Seller delivers to Purchaser a final unconditional
certificate of occupancy for each of the buildings and a certificate
for the properties signed by the independent project architect and
independent engineer that the construction of the shopping center has
been fully completed in accordance with the plans and specifications
as agreed to by the City of Lewisville, Texas for Lakepoint Towne
Crossing and by the City of Mansfield, Texas for Mansfield Towne
Crossing, and all applicable governmental rules, ordinances,
regulations and requirements have been satisfied, and each and every
tenant, guarantor or subtenant shall accept their space "as is" and
take total possession, opens for business and commences full rental
payments. Seller shall be solely liable for any and all "punch list"
and warranty items requested by any tenant at the properties and shall
also be liable for construction "call-backs".
Seller shall indemnify and guarantee to absolutely pay any costs
whatsoever to complete the construction of the above shopping center,
including any costs whatsoever needed to place each of the tenants
into their agreed spaces according to each tenant's lease, which
leases shall be subject to Purchaser's approval.
7. 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
applicable.
8. 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.
9. 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.
10. Seller shall supply to Purchaser 10 days prior to closing, and Seller
shall pay for at closing, a SEPARATE certificate FOR EACH PROPERTY
which must be acceptable to Purchaser from a certified hygienist for
environmental concerns that there is no asbestos, PCBs, or hazardous
substance in the buildings and on the properties; in other words, a
Level 1 environmental audit (and Level 2 audit, if required).
11. The above sale of the real estate shall be consummated by conveyance
of a SEPARATE full warranty deed FOR EACH PROPERTY 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
with Purchaser's lender, if any, and the money lender's escrow.
12. The closing for shall occur through Commonwealth Land Title Company
(Xxx Xxxxx) for Pleasant Run Towne Crossing and Mansfield Towne
Crossing and for Chicago Title & Trust Company, in Chicago, Illinois
with Xxxxx Xxxxxx as Escrowee, for Xxxxx Xxxxx Crossing and Lakepoint
Towne Crossing. The first closing shall occur on June 15 for Xxxxx
Xxxxx Crossing and 10 days following the completion of construction
which is expected to be September 1, 2004 for Pleasant Run Towne
Crossing and December 1, 2004 for Lakepoint Towne Crossing and
September 1, 2004 for Mansfield Towne Crossing, at which time title to
the above properties shall be marketable; i.e., free and clear of all
liens, encroachments and encumbrances, and a separate TLTA owner's
title policy for each property with complete extended coverage and
required endorsements, waiving off all construction, including 3.1
zoning including 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 being true now and at closing are surviving
4 XXXXX AND COMPANY SHOPPING CENTERS PAGE 4
APRIL 21, 2004
the closing, and each party shall be paid in cash their respective
credits, including, but not limited to, security deposits, rent and
expenses, with a proration of real estate taxes based (at Purchaser's
option) on the greater of 110% of the most recent xxxx or latest
assessment, or the estimated assessments for 2003 and 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.
13. It is understood that the Seller has in its possession a separate
appraisal of each of the properties prepared by an MAI or other
qualified appraiser, acceptable to Purchaser or Purchaser's lender, if
any, and shall deliver copies of such appraisals to Purchaser within
10 days of the acceptance of this offer and shall cause the appraiser
to re-certify an appraised amount not less than the Purchase Price and
re-issue said appraisals to, and in the name of, Purchaser or
Purchaser's lender, all at Seller's cost.
14. Neither Seller (Landlord) or any tenant and guarantor shall be in
default on any lease or agreement at closing, nor is there any
threatened or pending litigation.
15. Seller warrants and represents that he has paid all unemployment taxes
to date.
16. 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 properties. 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.
17. This offer is subject to the properties being 100% occupied at the
time of closing (EXCEPT FOR EARNOUTS) with all tenants occupying their
space, open for business, and paying full rent, including CAM, tax and
insurance current, as shown on Exhibit B, C, D & E attached. In the
event the properties are less than 100% occupied, than the Purchaser
and Seller agree there shall be an INITIAL CLOSING. The Initial
Closing will be based on the PURCHASE PRICE/EARNOUT FORMULA which
shall be EQUAL TO the actual BASE MINIMUM RENT, LESS the amount, if
any, by which the pass-through amount paid by any tenant is less than
100% of such tenant's proportionate share; i.e.; SLIPPAGE, DIVIDED BY
A BASE RENT DIVIDER OF 7.9492% FOR LAKEPOINT TOWNE CROSSING; A BASE
RENT DIVIDER OF 7.9174% FOR MANSFIELD TOWNE CROSSING; A BASE RENT
DIVIDER OF 7.8894% FOR PLEASANT RUN TOWNE CROSSING; AND A BASE RENT
DIVIDER OF 8.0828% FOR XXXXX XXXXX CROSSING, ALL OF WHICH BASE RENT
DIVIDERS ARE BASED ON BASE RENT ONLY. However, it is anticipated that
the Initial Closing for LAKEPOINT TOWNE CROSSING will be a purchase
price of $25,605,171.00, which is derived by using the base minimum
rent of $2,035,396.25 divided by 7.9492%; for MANSFIELD TOWNE CROSSING
will be a purchase price of $16,992,958.59, which is derived by using
the base minimum rent of $1,345,403.83 divided by 7.9174%; for
PLEASANT RUN TOWNE CROSSING will be a purchase price of
$36,820,689.00, which is derived by using the base minimum rent of
$2,904,936.58 divided by 7.8894%; and for XXXXX XXXXX CROSSING will be
a purchase price of $8,150,595.26, which is derived by using the base
minimum rent of $658,793.00 divided by 8.0828%;
The Seller shall have 24 MONTHS FOLLOWING THE INITIAL CLOSING to
receive the balance of the potential Earnout at the EARNOUT CLOSING(S)
provided they are successful in the leasing of the vacant space and
each tenant shall have accepted their space "as is" and takes total
possession, has opened for business and commences full rental
payments, including CAM, taxes and insurance on a prorata basis. It
shall be Seller's responsibility and sole cost and
4 XXXXX AND COMPANY SHOPPING CENTERS PAGE 5
APRIL 21, 2004
expense for leasing out and paying all costs related to placing the
tenants into their leasable space. Each Earnout Closing shall occur
upon 10 business days prior written notice to Purchaser: it being
expressly understood that the Sellers shall waive their right to the
additional Earnout if the final Seller's notice has not been sent
within 24 months after the Initial Closing date.
It is estimated that the Earnout Closing for Lakepoint Towne Crossing
space will be equal to the base minimum rent of $1,103,042.00 (less
Slippage, if any) divided by a Base Rent divider of 7.9492% which
equals the Earnout Price of $13,876,208.00; for Mansfield Towne
Crossing space will be equal to the base minimum rent of $235,526.00
(less Slippage, if any) divided by a Base Rent divider of 7.9174%
which equals the Earnout Price of $2,974,782.41; for Pleasant Run
Towne Crossing space will be equal to the base minimum rent of
$362,686.00 (less Slippage, if any) divided by a Base Rent divider of
7.8894% which equals the Earnout Price of $4,597,122.26; for Xxxxx
Xxxxx Crossing space will be equal to the base minimum rent of
$129,672.00 (less Slippage, if any) divided by a Base Rent divider of
8.0828% which equals the Earnout Price of $1,604,303.74;
Seller shall be responsible on a monthly basis for all CAM, tax and
insurance on a prorata basis for the space that is part of the Earnout
formula until such time as the Seller perfects the income for said
space, but in no event, following 24 months following the closing.
At the Initial Closing, Seller shall place in Purchaser's escrow, cash
in an amount equal to $15.00 per square foot for tenant improvements
and $3.00 per square foot for leasing commissions, times the remaining
vacant Earnout square feet of the properties. This escrow may be used
by the Seller on a prorate basis as they continue to lease. However,
with regards to any vacant space never leased, the balance of the
tenant improvements and leasing commissions shall remain with
Purchaser.
Not withstanding anything to the contrary, all Earnout Closings must
comply with all of the terms, requirements and conditions contained in
this entire agreement.
Not withstanding anything to the contrary, the TOTAL AGGREGATE
purchase price of $110,621,830.00 is the maximum purchase price for
the four properties.
18. Fifteen (15) days prior to closing, Seller must provide the titles as
stated above and a SEPARATE current Urban ALTA/ACSM spotted survey FOR
EACH OF THE PROPERTIES in accordance with the minimum standard detail
requirements for ALTA/ACSM Land Title surveys jointly established and
adopted by ALTA and ACSM in 1999 and includes all Table A optional
survey responsibilities and acceptable to Purchaser and the title
company.
19. Seller agrees to immediately make available and disclose all
information that Purchaser needs to evaluate the above properties,
including all inducements, abatements, concessions or cash payments
given to tenants, and for CAM, copies of the bills. Seller agrees to
cooperate fully with Purchaser and Purchaser's representatives to
facilitate Purchaser's evaluations and reports, including at least a
one-year audit of the books and records of the
This offer is, of course, predicated upon the Purchaser's review and written
approval 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
4 XXXXX AND COMPANY SHOPPING CENTERS PAGE 6
APRIL 21, 2004
operating statements on said properties is required that qualify, comply with
and can be used in a public offering.
If this offer is acceptable, please have the Seller sign the original of this
letter and initial each page, keeping copies for your files and returning the
original to me by APRIL 23, 2004.
Sincerely,
ACCEPTED: LAKEPOINTE TOWNE CROSSING, L.P. (I & II) INLAND REAL ESTATE ACQUISITIONS, INC.
By: Xxxxx Development, Inc.(I&II), General Partners or nominee
By: /s/ Xxxx X. Xxxxx
------------------------------------------------
Xxxx X. Xxxxx, President
Date: 4-21-04 /s/ Xxxxxxx Xxxx
---------------------------------------------- ------------------------------------------
Xxxxxxx Xxxx
ACCEPTED: XXXXX XXXXX CROSSING, L.P. /s/ Xxxxxx Xxxxxxx
------------------------------------------
G. Xxxxxx Xxxxxxx
By: Xxxxx XX Development, Inc., General Partner Vice President
By: /s/ Xxxx X. Xxxxx
------------------------------------------------
Xxxx X. Xxxxx, President
Date: 4-21-04
----------------------------------------------
ACCEPTED: PRTC PLEASANT RUN TOWNE CROSSING, L.P.
By: PRTC Development, Inc., General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------------------
Xxxx X. Xxxxx, President
Date: 4-21-04
----------------------------------------------
ACCEPTED: MTC MANSFIELD TOWNE CROSSING, L.P.
By: MTC Development, Inc., Genera! Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------------------
Xxxx X. Xxxxx, President
Date: 4-21-04
----------------------------------------------
JAK
EXHIBIT A
MANSFIELD TOWN CENTER
MANSFIELD, TX
[GRAPHIC]
EXHIBIT A
LAKEPOINT TOWNE CENTER
LEWISVILLE, TX
[GRAPHIC]
EXHIBIT A
PLEASANT RUN TOWNE CROSSING
CEDAR HILL, TX
[GRAPHIC]
[GRAPHIC]
Exhibit B
Four Xxxxx Deals - Texas
XXXXX XXXXX CROSSING - NORTH RICHLAND HILLS, TX
----------------------------------------------------------------------------------------------------
LEASE LEASE
ANNUAL MONTHLY RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT BASE RENT PER SQ FOOT DATE DATE
-------------------------------------------------------------------------------------------------------------------
Radio Shack 2,400 46,000.00 4,000,00 $ 20.00 September-03 August-03
Washington Mutual (Ground Lease) 4,000 84,999.96 7,083.33 $ 21.25 August-03 August-28
Lady USA Fitness 6,000 102,000.00 8,500.00 $ 17.00 October-03 October-08
Cotton Patch Cafe 4,400 88,000.00 7,333.33 $ 20.00 December-03 November-08
Payless Shoes 3,000 54,000.00 4,500.00 $ 18.00 August-03 July-13
The Scrapbook Palace 3,000 57,000.00 4,750.00 $ 19.00 October-03 October-07
H&R Block 2,264 45,280.00 3,773.33 $ 20.00 November-03 May-07
Xxxxxxxx'x Jewelers 1,727 32,813.04 2,734.42 $ 19.00 October-03 October-08
Quiznos Subs 1,600 30,400.00 2,533.33 $ 19.00 December-03 November-13
EB Games 1,500 31,500.00 2,625.00 $ 21.00 September-03 September-08
Sport Clips 1,440 28,600.00 2,400.00 $ 20.00 September-03 August-08
Luxury Nails 1,400 29,400.00 2,450.00 $ 21.00 September-03 September-08
UPS Store 1,400 26,600.00 2,216.67 $ 19.00 Xxxxx-00 Xxxxx-00
Xxxxxxxxx Xxxx 00 0.00 0.00 $ 0.00
Monarch Dental 4,144 74,592.00 6,216.00 $ 18.00
Xxxxx Beauty 1,500 27,000.00 2,250.00 $ 18.00
Vacant 1,560 26,080.00 2,340.00 $ 18.00
Totals 41,391 788,465.00
XXXXXXXX XXX XXXXX XXXXXXXX - XXXXX XXXX, XX
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LEASE LEASE
ANNUAL COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT MONTHLY RENT DATE DATE
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Xxxxxx'x 40,954 409,540.00 34,128.33 $ 10.00 May-04 April-14
Circuit City 32,570 455,980.00 37,998.33 $ 14.00 November-03 January-I8
Bed Bath & Beyond 22,000 220,000.00 18,333.00 $ 10.00 December-03 January-14
Michaels 21,390 224,595.00 18,716.25 $ 10.50 November-03 November-13
Saltgrass Steakhouse 8,500 84,999.96 7,083.33 $ 10.00 June-04 May-24
Joes Crab Shack 7,000 75,000.12 6,250.01 $ 10.71 June-04 May-24
The Maytag Store 5,225 94,050.00 7,837.50 $ 18.00 April-04 April-09
Panera Bread 4,999 119,976.00 9,993.00 $ 24.00
JPMorgan Chase Bank 4,700 84,999.50 7,083.29 $ 18.09 February-04 February-24
Bombay 4,500 81,000.00 6,750.00 $ 18.00 November-03 November-13
Half Price Books 10,108 121,296.00 10,108.00 $ 12.00 February-04 January-14
Xxxxxx Xxxx 6,250 112,500.00 9,375.00 $ 18.00
Matress Firm 6,000 132,000.00 11,000.00 $ 22.00
Vitamin Shop 5,000 135,000.00 11,250.00 $ 27.00
Limited Too 4,500 81,000.00 6,750.00 $ 18.00
Sleep Experts 4,500 99,000.00 8,250.00 $ 22.00
Little Gym 4,000 72,000.00 6,000.00 $ 18.00
Carpet Xxxxx 3,000 54,000.00 4,500.00 $ 18.00
Zales 3,000 66,000.00 5,500.00 $ 22.00
Ritz Camera 2,400 55,200.00 4,600.00 $ 23.00
ASAP Mail 2,000 40,000.00 3,333.33 $ 20.00
Mothers Work 1,805 36,100.00 3,008.33 $ 20.00 April-04 March-14
H&R Block 1,500 25,500.00 2,125.00 $ 17.00
Luxury Nails 1,200 25,200.00 2,100.00 $ 21.00
Vacant 7,907 158,140.00 13,178.33 $ 20.00
Vacant 4,050 72,900.00 6,075.00 $ 16.00
Vacant 2,500 55,000.00 4,583.33 $ 22.00
Vacant 1,547 27,846.00 2,320.50 $ 18.00
Vacant 1,240 24,800.00 2,066.67 $ 20.00
Vacant 1,200 24,000.00 2,000.00 $ 20.00
Totals 225,545 3,267,622.58
MANSFIELD TOWNE CROSSING - MANSFIELD, TX
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LEASE LEASE
ANNUAL COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT MONTHLY RENT DATE DATE
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Xxxx 30,187 279,229.75 23,269.15 $ 9.25 October-04 January-15
Staples 20,388 214,074.00 17,839.50 $ 10.50 August-03 August-18
Pier 1 10,800 162,000.00 13,500.00 $ 15.00
Regions Bank 4,500 75,000.12 6,250.01 $ 16.67 February-04 January-23
AT&T Wireless 2,500 55,000.00 4,583.33 $ 22.00 August-03 July-08
Famous Footwear 8,000 120,000.00 10,000.00 $ 15.00 February-04 January-14
Mansfield Urgent Care 3,000 58,500.00 4,875.00 $ 19.00
Payless Shoes 3,000 54,000.00 4,500.00 $ 18.00 February-04 January-14
Zales 3,000 64,500.00 5,375.00 $ 21.50 December-03 December-13
Xxxxxx Beauty 1,600 27,200.00 2,266.67 $ 17.00
Subway 1,600 30,400.00 2,533.33 $ 19.00
The Cash Store 1,600 30,400.00 2,533.33 $ 19.00 October-03 September-09
EB Games 1,500 31,500.00 2.625.00 $ 21.00 September-03 September-08
Xxxxxxxxx Pools 1,440 27,360.00 2,280.00 $ 19.00
Sport Clips 1,440 30,240.00 2,520.00 $ 21.00 November-03 October-08
Bath Junkie 1,200 22800 1,900.00 $ 19.00
GNC 1,200 22,800.00 1,900.00 $ 19.00 October-03 September-09
Dr. Michael Poison 1,060 20,140.00 1,678.33 $ 19.00
Luxury Nails 1,013 20,259.96 1,688.33 $ 20.00 February-04 February-09
Vacant 2,000 36,000.00 3,000.00 $ 18.00
Vacant 2,559 53,739.00 4,478.25 $ 21.00
Vacant 3,811 64,787.00 5,398.92 $ 17.00
Vacant 4,500 81,000.00 6,750.00 $ 18.00
Totals 111,898 1,580,929.83
LAKEPOINTE TOWNE CROSSING - LEWISVILLE, TX
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TENANTS S.F. BASE RENT DATE DATE
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Sportsman's Warehouse 45,250 543,000.00 45,250.00 $ 12.00 August-04 August-19
Circuit City 33,882 474,068.00 39,505.67 $ 14.00 June-04 January-19
Xxxx 30,187 294,323.25 24,526.94 $ 9.75 April-03
Mattress Firm 6,500 162,500.00 13,541.67 $ 25.00 August-03 August-08
Hawk Electronics 5,000 125,000,00 10,416.67 $ 25.00 November-03 October-08
Justice 4,500 94,500.00 7,875.00 $ 21.00
Xxx Xxx Asian Diner 3,300 85,800.00 7,150.00 $ 26.00 October-03 October-13
Moe's Southwest Grill 3,121 78,025.00 6,502.08 $ 25.00 November-03 November-13
Xx Xxxx Xxxxxxx 2,880 63,360.00 5,280.00 $ 22.00 November-03 November-10
Xxxxxx Floors and Countertops 2,240 51,520.00 4,293.33 $ 23.00 January-04 December-08
EB Games 1,500 34,500.00 2,875.00 $ 23.00 October-03 October-08
Great Clips 1,200 28,800.00 2,400.00 $ 24.00 November-03 October-09
Vacant 5,324 117,128.00 9,760.67 $ 22.00
Vacant 4,600 92,000.00 7,666.67 $ 20.00
Vacant 4,300 90,300.00 7,525.00 $ 21.00
Vacant 4,020 80,400.00 6,700.00 $ 20.00
Vacant 3,886 77,720.00 6,476.67 $ 20.00
Vacant 3,886 77,720.00 6,476.67 $ 20.00
Vacant 3,867 81,207.00 6,767.25 $ 21.00
Vacant 3,132 62,640.00 5,220.00 $ 20.00
Vacant 2,977 59,540.00 4,961.67 $ 20.00
Vacant 2,977 59,540.00 4,961.67 $ 20.00
Vacant 2,977 59,540.00 4,961.67 $ 20.00
Vacant 2,977 59,540.00 4,961.67 $ 20.00
Vacant 2,645 56,900.00 4,741.67 $ 20.00
Vacant 2,567 51,340.00 4,278.33 $ 20.00
Vacant 2,267 47,607.00 3,967.25 $ 21.00
Vacant 1,360 29,920.00 2,493.33 $ 22.00
0.00
Totals 193,502 3,138,438.25
