Exhibit 10.409
ESCROW AGREEMENT
(WORK/LEASING COMMISSIONS)
THIS ESCROW AGREEMENT (this "AGREEMENT") is made as of the 18 day of
October, 2004, by and among ORIX ▇▇▇▇ ▇▇▇▇▇▇ VENTURE, an Illinois general
partnership ("SELLER"), INLAND WESTERN ▇▇▇▇▇▇ CROSSING LIMITED PARTNERSHIP, an
Illinois limited partnership ("PURCHASER"), and FIRST AMERICAN TITLE INSURANCE
COMPANY ("ESCROW HOLDER").
W I T N E S S E T H:
WHEREAS, Seller and Inland Real Estate Acquisitions, Inc., an Illinois
corporation ("Inland"), entered into that certain Agreement of Purchase and Sale
effective as of August 20, 2004, as the same has heretofore been amended by
First Amendment to Agreement of Purchase and Sale dated September 17, 2004, (as
so amended or otherwise amended, "SALE AGREEMENT"), for the purchase and sale of
certain real property located in Denton, Texas, as more particularly described
therein (the "PROPERTY").
WHEREAS, Inland has assigned all of its right, title and interest in, to
and under the Sale Agreement to Purchaser.
WHEREAS, concurrently with the execution of this Agreement, Seller and
Purchaser have entered into a License Agreement (the "LICENSE AGREEMENT"), a
copy of which is attached hereto as EXHIBIT A and incorporated herein by this
reference, pursuant to which Seller has agreed or has the right to perform
certain Work (as defined in the Sale Agreement), as more particularly described
in the License Agreement (the "WORK").
WHEREAS, the Sale Agreement provides that Purchaser and Seller shall enter
into an escrow agreement with Escrow Holder into which escrow Seller will
deposit sufficient funds to pay for (a) the base rent, and estimated CAM, taxes
and insurance for all Pending Initial Tenants for the initial term of their
respective leases (the "INITIAL TENANT FUNDS"), (b) the pro-rata share of
estimated CAM, taxes and insurance allocable to the Vacant Space for a period of
the first 24 months after the Initial Closing (the "VACANT SPACE FUNDS"), (c)
the unpaid leasing commissions (the "LEASING COMMISSIONS") set forth on EXHIBIT
B attached hereto and made a part hereof (the "LEASING COMMISSION FUNDS") and
(d) Slippage (as defined in the Sale Agreement) (the "SLIPPAGE FUNDS").
WHEREAS, the a portion of the Property is currently in Flood Zone AE (as
determined by the Federal Emergency Management Agency). Seller is in the
process of changing the determination to Flood Zone X (the "FLOOD ZONE
RECLASSIFICATION"). A conditional change in determination has been issued, but
the final change is pending. The parties have agreed that Seller shall place
the sum of $15,400, less any amounts credited to Purchaser at the Initial
Closing (as defined in the Sale Agreement) for the first year's premium on any
flood insurance Purchaser must obtain (the "FLOOD ZONE FUNDS"), into the escrow
created pursuant to this Agreement, such sum to be disbursed in accordance with
the terms hereof.
WHEREAS, the parties wish to provide for the terms upon which such funds
shall be held, invested and distributed as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals (which are
incorporated herein and made a part hereof), promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINED TERMS. Capitalized terms used but not otherwise defined herein
shall have the meaning ascribed to such terms in the Sale Agreement.
2. DELIVERY OF ESCROW DEPOSIT. Contemporaneously with the execution of
this Agreement by the parties, Seller shall deposit into escrow (the "ESCROW")
with Escrow Holder out of the Purchase Price proceeds the sum of $3,170,144
(the "DEPOSIT"), which amount represents $2,851,532 with respect to the Initial
Tenant Funds, as more particularly set forth on EXHIBIT C attached hereto and
made a part hereof, $237,617 with respect to the Vacant Space Funds as more
particularly set forth on EXHIBIT C, $61,157 respect to the Leasing Commission
Funds as more particularly set forth on EXHIBIT B, $13,438 with respect to the
Slippage Funds, as more particularly set forth on Exhibit D attached hereto and
made a part hereof and $15,400 with respect to the Flood Zone Funds. Escrow
Holder agrees to hold, invest and distribute the Deposit in accordance with the
terms and conditions of this Agreement. Seller shall have no liability with
respect to payments for base rent, CAM, taxes or insurance for the Pending
Initial Tenant Space or the Vacant Space, beyond the Deposit, other than as set
forth in Section 5 hereof nor shall Seller have any liability with respect to
Slippage beyond the deposit of the Slippage Funds.
3. MAINTENANCE OF DEPOSIT. The Deposit shall be held in a federally
insured interest bearing money market account or certificate of deposit (having
a maturity not greater than 30 days) with a bank having a net worth in excess of
$1,000,000,000 or such other institution as may be mutually agreed to by
Purchaser and Seller. All accrued earnings on the Deposit shall first be
allocated to the payment of the Escrow Holder's fee, and the amount of any
remainder shall be paid to Seller Pursuant to the terms of this Agreement.
Escrow Holder shall provide monthly statements to Purchaser and Seller of the
principal and investment income accrued on the Deposit.
4. FUND DISTRIBUTION.
4.1. LEASING COMMISSION FUNDS. The Leasing Commission Funds shall be
disbursed solely to (i) reimburse Seller for the Leasing Commissions paid by
Seller, and (ii) directly pay the costs of the Leasing Commissions. Two (2)
business days following written certification delivered to Purchaser and Escrow
Holder from Seller that the Leasing Commission is due, Escrow Holder shall
promptly release and disburse to Seller, or at Seller's direction, to a third
party entitled to the same, a portion of the Leasing Commission Funds equal to
the amount requested in such written certification. Any remaining Leasing
Commission Funds in this escrow after the Leasing Commissions have been paid
shall be automatically disbursed to Seller.
4.2. INITIAL TENANT FUNDS. The Initial Tenant Funds shall be disbursed
to Purchaser on a monthly basis, based upon the monthly allocation of the same
set forth on EXHIBIT C; provided, however, that upon a Pending Initial Tenant
(or a replacement tenant meeting the criteria in Section 9 of the License
Agreement) accepting its space "as-is" (subject only to punch-list items to be
completed timely by Seller at Seller's sole cost and expense), taking total
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possession, opening for business and commencing paying full rental payments,
including CAM, taxes and insurance on a pro-rata basis per its lease, all
Initial Tenant Funds related to such space then remaining in the Escrow (subject
to the provisions of Section 9 of the License Agreement) shall be promptly
disbursed to Seller. Purchaser shall deliver a written authorization to the
title company authorizing such disbursement of funds no later than two (2)
business days after its receipt of the first full monthly payment from any
applicable tenant. If any Initial Tenant Funds remain in the Escrow at the
expiration of the six (6) year license term and any tenant, whether procured by
Seller or Purchaser, accepts any portion of the Pending Initial Tenant Space to
which such Initial Tenant Funds relate, "as-is" (subject to punch-list items to
be timely completed by the landlord), takes total possession, opens for business
and commences paying any portion of base rent, CAM taxes and insurance
("Replacement Tenant Payments"), an amount equal to the Replacement Tenant
Payments payable by such tenant over the term of its lease, for which Seller
would otherwise be responsible hereunder shall be released and delivered to
Seller from the Escrow. If any Vacant Space Funds are in the Escrow at the
expiration of the twenty-four (24) month license period, such funds shall
promptly be released to Seller. A tenant shall be deemed to have accepted its
space "as-is" (subject only to punch-list items to be completed timely by Seller
at Seller's sole cost and expense), taken total possession, opened for business
and commenced paying full rental payments, including CAM, taxes and insurance
on a pro-rata basis per its lease if such tenant would have done so, but for any
delay caused by acts or omissions of Purchaser.
4.3. VACANT SPACE FUNDS. Upon completion of the Vacant Space, such
that the denominator for calculating tenants' pro-rata share of CAM, taxes and
insurance, is increased to include such completed Vacant Space (the date on
which such increase takes place, the "DENOMINATOR CHANGE DATE"), (a) a portion
of the Vacant Space Funds relating to the period of time from the Initial
Closing Date to the Denominator Change Date shall be disbursed to Seller and (b)
the remaining Vacant Space Funds shall be disbursed to Purchaser on a monthly
basis, based upon the monthly allocation of the same set forth on Exhibit C;
provided, however, that upon the tenant of all or a portion of the Vacant Space
accepting their space "as-is" (subject only to punch-list items to be completed
timely by Seller at Seller's sole cost and expense), taking total possession,
opening for business and commencing paying full rental payments, including CAM,
taxes and insurance on a pro-rata basis per their respective leases, all Vacant
Space Funds related to such space then remaining in the Escrow shall be promptly
disbursed to Seller. Purchaser shall deliver a written authorization to the
title company authorizing such disbursement of funds no later than two (2)
business days after its receipt of the first full monthly payment from any
applicable tenant. If any Vacant Space Funds are in the Escrow at the expiration
of the twenty-four (24) month license period, such funds shall promptly be
released to Seller. A tenant shall be deemed to have accepted its space "as-is"
(subject only to punch-list items to be completed timely by Seller at Seller's
sole cost and expense), taken total possession, opened for business and
commenced paying full rental payments, including CAM, taxes and insurance on a
pro-rata basis per its lease if such tenant would have done so, but for any
delay caused by acts or omissions of Purchaser.
4.4. SLIPPAGE FUNDS. The Slippage Funds shall be disbursed to
Purchaser at such time as Purchaser has reconciled all CAM, taxes and insurance
reimbursements for calendar year 2004 with all tenants at the Property, if, and
only if the Slippage reflected on EXHIBIT D attached hereto and made a part
hereof, actually exists after such reconciliation and Purchaser
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does not have the right to recover such Slippage from tenants at the Property.
Purchaser shall, no later than ten (10) days after Purchaser has reconciled all
CAM, taxes and insurance reimbursements at the Property for calendar year 2004,
deliver a written statement to Seller and Escrow Holder (a "Slippage Statement")
indicating that the foregoing conditions to disbursement of the Slippage funds
have been met, along with the amount of such disbursement and supporting
information evidencing Slippage in such amount. Seller shall, within seven (7)
business days of receipt of the Slippage Statement, either deliver an
authorization to Escrow Holder to release all or a portion of the Slippage Funds
in the amount set forth in the Slippage Statement, or deliver to Purchaser an
objection to the Slippage Statement, stating the nature of Seller's objection.
If Seller delivers an objection, Purchaser and Seller shall reasonably cooperate
to determine the amount, if any, that should be disbursed from the Escrow with
respect to such Slippage Notice. If any Slippage Funds remain in the Escrow
after June 30, 2005, Escrow Holder shall immediately release the same to Seller,
unless such Slippage Funds are the subject of an unresolved objection to a
Slippage Statement in which case, such Slippage Funds shall remain in the Escrow
until such objection is resolved.
4.5. FLOOD ZONE FUNDS. Seller shall use commercially reasonable
efforts to obtain the Flood Zone Reclassification by the earlier to occur of the
date on which the final Earnout Closing (as defined in the Sale Agreement)
occurs or the date that is one year from the date hereof (such date the "FINAL
RECLASSIFICATION DATE"). If Seller obtains the Flood Zone Reclassification on or
prior to the Final Reclassification Date, it shall deliver evidence of the same
(the "FLOOD ZONE EVIDENCE") to Escrow Agent and Purchaser, at which time Escrow
Agent shall be authorized to disburse any Flood Zone Funds then remaining in the
Escrow to Seller. If Seller has not delivered Flood Zone Evidence to Escrow
Agent and Purchaser by the Final Reclassification Date, Purchaser may notify
Escrow Agent in writing of such failure and Escrow Agent shall deliver any Flood
Zone Funds then remaining in the Escrow to Purchaser as liquidated damages to
Purchaser for Seller's failure to obtain the Flood Zone Reclassification. In no
event shall Seller be liable to Purchaser for any amounts in excess of the Flood
Zone Funds with respect to the Flood Zone Reclassification. If the Flood Zone
Reclassification is obtained at any time and Purchaser receives a refund of all
or any portion of any premium paid with the Flood Zone Funds or if Purchaser is
reimbursed for all or any portion of the payment of such premium by any tenant
or tenants, such refunded or reimbursed amounts shall be immediately paid by
Purchaser to Seller. Purchaser's obligations under this Section 4.5 shall
survive the termination of this Agreement.
5. READJUSTMENT. The portion of the Deposit relating to CAM, taxes and
insurance for the Pending Initial Tenants and the Vacant Space is an estimate
only. Such amounts shall be promptly readjusted between Seller and Purchaser at
the earliest time at which Purchaser readjusts CAM, taxes and insurance with any
tenants at the Property.
6. ADVERSE CLAIMS. If any dispute arises with respect to this Agreement,
Escrow Holder is authorized to interplead such disputes in a court of competent
jurisdiction and deposit all funds held hereunder with the court. In such case
Escrow Holder shall be entitled to costs incurred on account of such action,
including reasonable attorneys fees, which costs shall be allocated between the
parties equally (without prejudice to or modification of their rights and
remedies as against each other). Escrow Holder may not, however, undertake such
deposit and interpleader unless it has given each of the parties hereto no less
than ten (10) days prior written
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notice before such deposit and interpleader as to the intentions of Escrow
Holder. Upon interpleading funds pursuant hereto, Escrow Holder shall thereafter
be relieved of further responsibility.
7. TERMINATION OF AGREEMENT. This Agreement terminates at such time as
Escrow Holder disburses the entire Deposit in accordance with Section 4 or
interpleads the entire then remaining Deposit in a court of competent
jurisdiction in accordance with Section 6.
8. LIABILITY OF ESCROW HOLDER. Escrow Holder has been induced to accept
its duties under this Agreement by the following terms, conditions, agreements
and representations of the parties hereto.
8.1. LIABILITY. Escrow Holder is not liable to any other party hereto,
or any of their representatives, successors or assigns, for any action or
failure to act by Escrow Holder hereunder, except for Escrow Holder's own bad
faith, fraud, negligence or willful misconduct. Seller and Purchaser agree to
jointly and severally indemnify and hold harmless Escrow Holder and any
successor, representative, employee or agent of Escrow Holder (without prejudice
to or modification of Seller's and Purchaser's rights or remedies as against
each other), from and against any and all losses, liabilities, claims, actions,
damages and expenses, including reasonable attorneys' fees and disbursements,
arising out of or in connection with this Agreement, except for claims against
Escrow Holder based upon bad faith, fraud, negligence or willful misconduct that
are successfully asserted against Escrow Holder. This indemnification survives
the termination of this Agreement.
8.2. ESCROW HOLDER'S RELIANCE. Escrow Holder is entitled to rely upon
any order, judgment, certification, demand, notice, instrument or other writing
delivered to it hereunder believed by it to be genuine without being required to
determine the authenticity or the correctness of any fact stated therein or the
propriety or validity of the service thereof. Escrow Holder may act in reliance
upon any instrument or signature believed by it to be genuine and may assume
that any person purporting to give any notice or receipt or advice or to make
any statement or executing any document in connection with the provisions hereof
has been duly authorized to so do.
8.3. ENTIRE AGREEMENT. This Agreement and the License Agreement
expressly set forth all the duties of Escrow Holder with respect to any and all
matters pertinent hereto. Escrow Holder is not bound by the provisions of any
other agreement, except as otherwise set forth herein.
8.4. ADVICE OF COUNSEL. Escrow Holder may act in good faith pursuant
to the advice of its counsel with respect to any matter relating to this
Agreement.
9. RESIGNATION AND REMOVAL OF ESCROW HOLDER.
9.1. RESIGNATION AND REMOVAL. Escrow Holder may resign at any time by
giving no less than ten (10) days prior written notice of such resignation to
the other parties hereto. As soon as reasonably practicable after such notice of
resignation, a successor Escrow Holder (the "Successor") shall be appointed by
the other parties hereto. Escrow Holder also may
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be removed at any time, without prior notice, as Escrow Holder hereunder by the
unanimous written agreement of the other parties hereto.
9.2. SUCCESSOR ESCROW HOLDER. Any appointed Successor must execute,
acknowledge and deliver to its predecessor Escrow Holder (the "Predecessor") and
the other parties hereto an instrument accepting such appointment and agreeing
to the terms of this Agreement. Thereupon, the resignation or removal of the
Predecessor shall become effective and the Successor shall succeed to the rights
and duties of the Predecessor hereunder. The Predecessor shall then immediately
deliver to the Successor the Deposit and any documents then held by the
Predecessor pursuant to this Agreement.
9.3. FAILURE TO APPOINT A SUCCESSOR ESCROW HOLDER. Should the parties
fail to appoint a Successor as set forth herein upon Escrow Holder's resignation
under this Section, Escrow Holder may petition a court of competent jurisdiction
for the appointment of a Successor. Any costs incurred by Escrow Holder with
respect to such petition, including reasonable attorneys' fees and expenses, are
to be paid equally by Purchaser and Seller.
10. AMENDMENT AND MODIFICATION. No amendment, modification, supplement,
termination, consent or waiver of any provision of this Agreement, nor consent
to any departure therefrom, will in any event be effective unless the same is in
writing and is signed by the party against whom enforcement of the same is
sought. Any waiver of any provision of this Agreement and any consent to any
departure from the terms of any provision of this Agreement is to be effective
only in the specific instance and for the specific purpose for which given.
11. ASSIGNMENTS. No party may assign or transfer any of its rights or
obligations under this Agreement to any other person (except as set forth in
Section 9 with respect to Escrow Holder) without the prior written consent of
the other parties.
12. FACSIMILE EXECUTION. For purposes of this Agreement, a document (or
signature page thereto) signed and transmitted by facsimile machine or
telecopier is to be treated as an original document. The signature of any party
thereon, for purposes hereof, is to be considered as an original signature, and
the document transmitted is to be considered to have the same binding effect as
an original signature on an original document.
13. COUNTERPARTS. This Agreement may be executed by the parties on any
number of separate counterparts, and all such counterparts so executed
constitute one agreement binding on all the parties notwithstanding that all the
parties are not signatories to the same counterpart.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof and supersedes all
prior agreements, understandings, negotiations and discussions of the parties,
whether oral or written.
15. FURTHER ASSURANCES. The parties will execute and deliver such further
instruments and do such further acts and things as may be required to carry out
the intent and purpose of this Agreement.
16. GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder are to be governed by and construed and interpreted in
accordance with the laws of the
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State of Illinois applicable to contracts made and to be performed wholly within
Illinois, without regard to choice or conflict of laws rules.
17. NOTICES. All notices, consents, requests, demands and other
communications hereunder shall be deemed to have been duly given or made if
given or made as provided in Section 18.01 of the Sale Agreement.
18. LEGAL FEES. Except as otherwise provided herein, all legal and other
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby are to be paid by the party incurring such
costs and expenses. In the event any party brings suit to construe or enforce
the terms hereof, or raises this Agreement as a defense in a suit brought by
another party, the prevailing party shall be entitled to recover its reasonable
attorneys' fees and expenses.
19. SUCCESSORS AND ASSIGNS. All provisions of this Agreement shall be
binding upon, inure to the benefit of and are enforceable by or against the
parties and their respective heirs, executors, administrators or other legal
representatives and permitted successors and permitted assigns.
20. CONFLICT. This Agreement does not modify or amend any of the
respective rights or obligations of Seller and Purchaser set forth in the
License Agreement. In the event of any conflict between this Agreement and
the License Agreement with respect to said respective rights and obligations
of Seller and Purchaser, the terms of the License Agreement shall govern and
prevail.
21. NO THIRD PARTY BENEFICIARY. There are no third party beneficiaries to
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SELLER:
ORIX ▇▇▇▇ ▇▇▇▇▇▇ VENTURE, an Illinois
general partnership
By: ORIX Denton Limited Partnership, an
Illinois limited partnership, its
partner
By: ORIX Power Center Denton, LLC,
its general partner
By: ORIX Real Estate Equities,
Inc., its managing member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
Title: President & CEO
----------------------
PURCHASER:
INLAND WESTERN ▇▇▇▇▇▇ CROSSING
LIMITED PARTNERSHIP, an Illinois limited
Partnership
By: Inland Western ▇▇▇▇▇▇ ▇▇, L.L.C., a
Delaware limited liability company
By: Inland Western Retail Real Estate
Trust, Inc., a Maryland
corporation, its sole member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Title: Asst. Secretary
----------------------------
ESCROW HOLDER:
FIRST AMERICAN TITLE INSURANCE
COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Sr. Escrow Officer
--------------------------------
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EXHIBIT A
LICENSE AGREEMENT
See Attached
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EXHIBIT B
LEASING COMMISSIONS
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ORIX ▇▇▇▇ ▇▇▇▇▇▇ VENTURE
LEASING COMMISSION PAYMENTS
LEASING COMN
Tenant/Source PAID Total LC Amount Due
----------------------------- ------------- -------------------
Advance America $ 8,640.00
Nextel $ 9,000.00
Bed Bath & Beyond $ 48,000.00
Best Buy $ 105,856.50
Carvel $ 3,621.00 $ 1,207.00
Chaucers $ 20,000.00 $ 20,000.00
Chipotle
Coid Stone Creamery $ 5,750.00 $ 750.00
Cost Plus/World Market $ 82,350.00 $ 0.00
Dressbarn #474 $ 24,000.00 $ 4,500.00
Fantasy Nail $ 7,200.00
Famous Footwear $ 70,000.00
Gart Sports $ 275,000.00
H & R Block $ 12,000.00
Happy Nails (LeXuanhac Dizon) $ 7,782.00
Hollywood Entertainment $ 52,290.00
Lane ▇▇▇▇▇▇ $ 30,000.00
Mattress Firm $ 18,000.00
Mattress Giant $ 27,318.00
Michaels $ 95,256.00
New York Subway $ 9,000.00
Old Navy $ 33,300.00 $ 11,100.00
Pier One $ 38,000.00
Rice Boxx $ 15,024.00
Roly Poly $ 7,386.00
▇▇▇▇▇ Beauty $ 9,600.00
Sports Clips $ 8,400.00 $ 4,500.00
T-Mobile(Voicestream) $ 2,850.00 $ 2,850.00
TJ MAXX $ 84,000.00
▇▇▇▇▇ Fargo $ 3,636.00 $ 3,636.00
Wing Pit $ 3,614.00 $ 3,614.00
--------------- ---------------
$ 1,107,873.50 $ 61,157.00
EXHIBIT C
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Initial Tenant Escrow
TENANT BASE RENT REIMBURSEMENTS TOTAL
Carvel $ 150,875 $ 13,085 $ 163,960
Chaucer's $ 1,800,000 $ 233,085 $ 2,033,085
Cold Stone $ 187,500 $ 16,262 $ 203,762
Nextel $ 187,500 $ 16,262 $ 203,762
▇▇▇▇▇ Fargo $ 227,250 $ 19,713 $ 246,963
--------------- --------------- ---------------
Totals $ 2,553,125 $ 298,407 $ 2,851,532
---------------
Carvel Ice Cream Suite 150 1,207 Square Feet Market leasing $25
Year 1 Year 2 Year 3 Year 4 Year 5
For the Years Ending Sep-2005 Sep-2006 Sep-2007 Sep-2008 Sep-2009
------------ ------------ ------------ ------------ ------------
TENANT POTENTIAL GROSS REVENUE
Base Rental Revenue $ 30,175 $ 30,175 $ 30,175 $ 30,175 $ 30,175 $ 150,875
Expense Reimbursement $ 2,489 $ 2,550 $ 2,614 $ 2,679 2,753 $ 13,085
------------ ------------ ------------ ------------ ------------
TOTAL POTENTIAL GROSS REVENUE $ 32,664 $ 32,725 $ 32,789 $ 32,854 32,928 $ 163,960
Total Escrow $ 163,960
Chaucers Suite 300 10,000 Square Feet Market Leasing Medium Anchor
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
For the Years Ending Sep-2005 Sep-2006 Sep-2007 Sep-2008 Sep-2009 Sep-2010 Sep-2011
----------- ----------- ----------- ----------- ----------- ----------- -----------
TENANT POTENTIAL GROSS REVENUE
Base Rental Revenue $ 170,000 $ 170,000 $ 170,000 $ 170,000 $ 170,000 $ 190,000 $ 190,000
Expense Reimbursement $ 20,615 $ 21,113 $ 21,652 $ 22,219 $ 22,821 $ 213,616 $ 24,274
----------- ----------- ----------- ----------- ----------- ----------- -----------
TOTAL POTENTIAL GROSS REVENUE $ 190,615 $ 191,113 $ 191,652 $ 192,219 $ 192,821 $ 213,616 $ 214,274
Total Escrow $ 2,033,085
Year 8 Year 9 Year 10
Sep-2012 Sep-2013 Sep-2014
----------- ----------- -----------
$ 190,000 $ 190,000 $ 190,000 $ 1,800,000
$ 24,901 $ 25,556 $ 26,318 $ 233,085
----------- ----------- -----------
$ 214,901 $ 215,556 $ 216,318 $ 2,033,085
Cold Stone 1,500 Square Feet Market Leasing Medium Anchor
Year 1 Year 2 Year 3 Year 4 Year 5
For the Years Ending Sep-2005 Sep-2006 Sep-2007 Sep-2008 Sep-2009
------------ ------------ ------------ ------------ ------------
TENANT POTENTIAL GROSS REVENUE
Base Rental Revenue $ 37,500 $ 37,500 $ 37,500 $ 37,500 $ 37,500 $ 187,500
Expense Reimbursement $ 3,093 $ 3,170 $ 3,247 $ 3,331 $ 3,421 $ 16,262
------------ ------------ ------------ ------------ ------------
TOTAL POTENTIAL GROSS REVENUE $ 40,593 $ 40,670 $ 40,747 $ 40,831 $ 40,921 $ 203,762
Total Escrow $ 203,762
Nextel 1,500 Square Feet Market Leasing Medium Anchor
Year 1 Year 2 Year 3 Year 4 Year 5
For the Years Ending Sep-2005 Sep-2006 Sep-2007 Sep-2008 Sep-2009
------------ ------------ ------------ ------------ ------------
TENANT POTENTIAL GROSS REVENUE
Base Rental Revenue $ 37,500 $ 37,500 $ 37,500 $ 37,500 $ 37,500 $ 187,500
Expense Reimbursement $ 3,093 $ 3,170 $ 3,247 $ 3,331 $ 3,421 $ 16,262
------------ ------------ ------------ ------------ ------------
TOTAL POTENTIAL GROSS REVENUE $ 40,593 $ 40,670 $ 40,747 $ 40,831 $ 40,921 $ 203,762
Total Escrow $ 203,762
▇▇▇▇▇ Fargo Suite 160 1,818 Square Feet Market Leasing $25
Year 1 Year 2 Year 3 Year 4 Year 5
For the Years Ending Sep-2005 Sep-2006 Sep-2007 Sep-2008 Sep-2009
------------ ------------ ------------ ------------ ------------
TENANT POTENTIAL GROSS REVENUE
Base Rental Revenue $ 45,450 $ 45,450 $ 45,450 $ 45,450 $ 45,450 $ 227,250
Expense Reimbursement $ 3,748 $ 3,839 $ 3,936 $ 4,042 $ 4,148 $ 19,713
------------ ------------ ------------ ------------ ------------
TOTAL POTENTIAL GROSS REVENUE $ 49,198 $ 49,289 $ 49,386 $ 49,492 $ 49,598 $ 246,963
Total Escrow $ 246,963
VACANT SPACE FUNDS ESCROW
TENANT YEAR 1 YEAR 2 TOTAL
Mardel $ 51,583 $ 52,831 $ 104,414
Chinese Buffet $ 12,373 $ 12,667 $ 25,040
▇▇▇▇▇▇▇▇ $ 10,309 $ 10,560 $ 20,869
Davanti $ 4,122 $ 4,221 $ 8,343
Thai Restaurant $ 4,122 $ 4,221 $ 8,343
Motherhood Maternity $ 3,711 $ 3,800 $ 7,511
Available $ 31,171 $ 31,926 $ 63,097
----------- ----------- -----------
TOTALS $ 117,391 $ 120,226 $ 237,617
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Mardel Expense Reimbursement Revenue
Year 1 Year 2
For the Years Ending Sep-2005 Sep 2006 Total
Expense Reimbursement $ 51,583 $ 52,831 $ 104,414
Good Friends Chinese Buffet
Year 1 Year 2
For the Years Ending Sep-2005 Sep-2006 Total
Expense Reimbursement $ 12,373 $ 12,667 $ 25,040
▇▇▇▇▇▇▇▇
Year 1 Year 2
For the Years Ending Sep-2005 Sep-2006 Total
Expense Reimbursement $ 10,309 $ 10,560 $ 20,869
Davanti
Year 1 Year 2
For the Years Ending Sep-2005 Sep-2006 Total
Expense Reimbursement $ 4,122 $ 4,221 $ 8,343
Thai Restaurant
Year 1 Year 2
For the Years Ending Sep-2005 Sep-2006 Total
Expense Reimbursement $ 4,122 $ 4,221 $ 8,343
Motherhood Maternity
Year 1 Year 2
For the Years Ending Sep-2005 Sep-2006 Total
Expense Reimbursement $ 3,711 $ 3,800 $ 7,511
Available Space
Year 1 Year 2
For the Years Ending Sep-2005 Sep-2006 Total
Expense Reimbursement $ 31,171 $ 31,926 $ 63,097
EXHIBIT D
SLIPPAGE CALCULATIONS
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