LOAN AGREEMENT Dated as of December 30, 2004 Between INLAND WESTERN CEDAR HILL PLEASANT RUN LIMITED PARTNERSHIP, as Borrower andLoan Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of this day of December, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 911 Main Street, Suite 1500, Kansas City, Missouri 64105 (“Lender”), and INLAND WESTERN CEDAR HILL PLEASANT RUN LIMITED PARTNERSHIP, an Illinois limited partnership, having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Borrower”).
LOAN AGREEMENT LOAN NO 754183Loan Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS LOAN AGREEMENT, made as of January 26, 2005, is by and between PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, with an address at 801 Grand Avenue, Des Moines, Iowa 50392-1450 (“Lender”), and INLAND WESTERN CORAM PLAZA, L.L.C., a Delaware limited liability company, with an address at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Borrower”).
LOAN AGREEMENTLoan Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of January 26, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and INLAND WESTERN MARKHAM CORP., a corporation governed by the laws of New Brunswick having an address at 101 McNabb Street, Markham, Ontario, Canada L3R 4H8 (together with its successors and/or assigns, “Borrower”).
LOAN AGREEMENTLoan Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of December 16, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and Inland Western Phoenix 31st Avenue, L.L.C., a Delaware limited liability company having an address at c/o Inland Real Estate Investment Corporation, 2901 Butterfield Road, Oak Brook, Illinois 60523 (together with its successors and/or assigns, “Borrower”).
LOAN AGREEMENT Dated as of December 16, 2004 Between INLAND WESTERN MINNEAPOLIS 3RD AVENUE, L.L.C.,Loan Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of December 16, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and INLAND WESTERN MINNEAPOLIS 3RD AVENUE, L.L.C., a Delaware limited liability company having an address at c/o Inland Real Estate Investment Corporation, 2901 Butterfield Road, Oak Brook, Illinois 60523 (together with its successors and/or assigns, “Borrower”).
SECOND AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
This SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) is made as of December 28, 2004 between Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”), and Inland Western Retail Real Estate Advisory Services, Inc., an Illinois corporation (the “Advisor”).
AMENDED AND RESTATED BUILDING LOAN PROMISSORY NOTEInland Western Retail Real Estate Trust Inc • March 7th, 2005 • Real estate investment trusts
THIS AMENDED AND RESTATED BUILDING LOAN PROMISSORY NOTE (hereinafter referred to as this “Note”) is made by and between INLAND WESTERN CORAM PLAZA, L.L.C., a Delaware limited liability company (hereinafter referred to as “Maker”), and SKY BANK, with offices at The Times Building, Second Floor, 336 Fourth Avenue, Pittsburgh, Pennsylvania 15222 (hereinafter referred to as “Payee”).
GUARANTY AGREEMENTGuaranty Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Texas
WHEREAS, the execution of this Guaranty Agreement is a condition to INLAND WESTERN DENTON CROSSING LIMITED PARTNERSHIP, an Illinois limited partnership, whose address is 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Borrower”) borrowing from METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“MetLife”), having its principal place of business at 10 Park Avenue, Morristown, New Jersey 07960, and (ii) METLIFE BANK, N.A. (“MetLife Bank”), a national banking association, having an address of 10 Park Avenue, Morristown, New Jersey 07960 (MetLife and MetLife Bank being collectively referred to as “Lender”), the aggregate principal amount of $35,200,000.00;
PROPERTY ACQUISITION AGREEMENTProperty Acquisition Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
THIS PROPERTY ACQUISITION AGREEMENT (this “Agreement”) is entered into as of the 11th day of February, 2005, by and between Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Acquisitions”), Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”) and Inland Western Retail Real Estate Advisory Services, Inc., an Illinois corporation (the “Advisor”). Acquisitions and the Company and the Advisor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LOAN AGREEMENTLoan Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
Property Component Quantity Units Unit Cost Footnote Cost Expected Life (a) Remaining Life (b) Year 1 2005 Year 2 2006 Year 3 2007 Year 4 2008 Year 5 2009 Year 6 2010 Year 7 2011 7-Year Totals
Prepared by and return to: Darrell D. Garvey, EsquireMortgage and Security Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Florida
THIS NOTICE OF FUTURE ADVANCE, MORTGAGE MODIFICATION AND AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENT AMENDS AND RESTATES THAT CERTAIN MORTGAGE AND SECURITY AGREEMENT EXECUTED BY WICKHAM & 95 CORP., A FLORIDA CORPORATION, LOT 90, L.L.C., A FLORIDA LIMITED LIABILITY COMPANY, AND LOT 91, L.L.C., A FLORIDA LIMITED LIABILITY COMPANY, TO AND IN FAVOR OF AMSOUTH BANK, A STATE BANKING CORPORATION (“AMSOUTH”) DATED OCTOBER 30, 2002 AND RECORDED ON NOVEMBER 4, 2002 IN OFFICIAL RECORDS BOOK 4728, PAGE 3484, OF THE PUBLIC RECORDS OF BREVARD COUNTY, FLORIDA, AS ASSIGNED AND ENDORSED TO LENDER BY THE ASSIGNMENT OF NOTE AND MORTGAGE AGREEMENTS REFERRED TO HEREIN, AND SECURES THE FUTURE ADVANCE AND RENEWAL NOTE REFERRED TO HEREIN IN THE ORIGINAL PRINCIPAL AMOUNT OF FIFTEEN MILLION EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($15,850,000.00) (THE “RENEWAL NOTE”). THE RENEWAL NOTE AMENDS, RESTATES AND RENEWS THAT CERTAIN PROMISSORY NOTE IN THE STATED PRINCIPAL SUM OF FIFTEEN MILLION ONE HUN
ASSIGNMENTAssignment • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
This Assignment is made as of the 28th day of December, 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Assignor”) to and for the benefit of INLAND WESTERN PHENIX CITY, L.L.C., a Delaware limited liability company (“Assignee”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • California
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is entered into as of October 20, 2004 by and between Donahue Schriber Realty Group, L.P., a Delaware limited partnership (“Seller”), and Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Buyer”).
ASSIGNMENT OF REAL ESTATE PURCHASE CONTRACTReal Estate Purchase Contract • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned, INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, (“Assignor”) hereby assigns to INLAND WESTERN PLACENTIA, L.L.C., a Delaware limited liability company, (“Assignee”) all of its right, title and interest in that certain Agreement of Purchase and Sale by and between INLAND REAL ESTATE ACQUISITIONS, INC., as Purchaser, and DONAHUE SCHRIBER REALTY GROUP, L.P., a Delaware limited partnership, as Seller, dated October 11, 2004, as amended, for purchase and sale of certain real property commonly known as Placentia Town Center, 104-198 Yorba Linda Blvd., Placentia, California (the “Property”).
AMENDED AND RESTATED PURCHASE AGREEMENT Dated as of November 5, 2004 BetweenPurchase Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Texas
This Amended and Restated Purchase Agreement (“Agreement”) is made and entered into this 5th day of November, 2004 (the “Effective Date”), by and between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation or its designee or designees (“Purchaser”), and SOUTHLAKE VENTURE WEST, L.P., a Texas limited partnership (“SLVW”), SOUTHLAKE VENTURE EAST, L.P., a Texas limited partnership (“SLVE”), SL VENTURE WEST II, L.P., a Texas limited partnership (“SLVWII”), SOUTHLAKE CENTRAL VENTURE, a Texas general partnership (“SLCV”), and SL CENTRAL VENTURE, a Texas general partnership (“SLCVII”).
PURCHASE AGREEMENT (101 McNabb Street, Markham)Purchase Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Ontario
WHEREAS the Seller is the owner of the Assets and the parties have agreed upon the purchase and sale of the Assets on the terms set out herein.
ASSIGNMENT OF CONTRACTAssignment of Contract • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
This ASSIGNMENT OF CONTRACT (the “Assignment”) is made and entered into this day of December, 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Assignor”) and INLAND WESTERN AVONDALE MCDOWELL, L.L.C., a Delaware limited liability company (“Assignee”).
PROMISSORY NOTEInland Western Retail Real Estate Trust Inc • March 7th, 2005 • Real estate investment trusts
FOR VALUE RECEIVED, INLAND WESTERN CEDAR HILL PLEASANT RUN LIMITED PARTNERSHIP, an Illinois limited partnership, having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523, as maker hereunder (referred to herein as “Borrower”) hereby unconditionally promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns, having an address at 911 Main Street, Suite 1500, Kansas City, Missouri 64105 (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of TWENTY-TWO MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($22,800,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Interest Rate, and to be paid in accordance with the terms of this Note and that certain Loan Agreement, dated as of the date hereof, between Borrower and Lender (the “Loan Agreement”). All capitaliz
MORTGAGE NOTEInland Western Retail Real Estate Trust Inc • March 7th, 2005 • Real estate investment trusts
FIRST AMENDMENT TO REAL ESTATE AGREEMENT Phenix Crossing, Phenix City, AlabamaAgreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS AGREEMENT is made as of this 20th day of December, 2004, between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (referred to herein as “Buyer”), and REGENCY REALTY GROUP, INC., a Florida corporation (referred to herein as “Seller”).
AGREEMENT OF SALEAgreement of Sale • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS AGREEMENT made this 19th day of November, 2004, between KIMCOPANAMA CITY, LLC, a Delaware limited liability company, with an office at 3333 New Hyde Park Road, Suite 100 (P. O. Box 5020), New Hyde Park, New York 11042 (hereinafter, “Seller”), and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois Corporation, with an office at 2901 Butterfield Road, Oak Brook, Illinois 60523 (hereinafter, “Buyer”).
ASSIGNMENTInland Western Retail Real Estate Trust Inc • March 7th, 2005 • Real estate investment trusts
This Assignment is made as of the 23rd day of December 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Assignor”) to and for the benefit of INLAND WESTERN McDONOUGH HENRY TOWN, L.L.C., a Delaware limited liability company (“Assignee”).
AGREEMENT TO ADMIT PARTNER Dated as of November 5, 2004 Between C&S Southlake Capital Partners I, L.P., a Texas limited partnership, the PartnershipInland Western Retail Real Estate Trust Inc • March 7th, 2005 • Real estate investment trusts • Texas
This Agreement To Admit Partner (“Agreement”) is made and entered into as of this 5th day of November, 2004 (the “Effective Date”), by and between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation or its designee or designees (“Admitting Partner”, or “Inland”), and COOPER & STEBBINS, L.P., a Texas limited partnership (“C&S”), CS SOUTHLAKE, LLC, a Texas limited liability company (“CS LLC”) (C&S and CSLLC are collectively referred to herein as the “Existing Partners”), and C&S SOUTHLAKE CAPITAL PARTNERS I, L.P., a Texas limited partnership (“Capital I”).
ASSIGNMENT OF CONTRACTAssignment of Contract • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
This ASSIGNMENT OF CONTRACT (the “Assignment”) is made and entered into this 12th day of October, 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Assignor”) and INLAND WESTERN DENTON CROSSING LIMITED PARTNERSHIP, an Illinois limited partnership (“Assignee”).
INTERIM SECURED PROMISSORY NOTE LOAN NO. 754183Inland Western Retail Real Estate Trust Inc • March 7th, 2005 • Real estate investment trusts
ASSIGNMENTAssignment • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
This Assignment is made as of the 23rd day of December, 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Assignor”) to and for the benefit of INLAND WESTERN PANAMA CITY, L.L.C., a Delaware limited liability company (“Assignee”).
GUARANTY LOAN NO. 754183Guaranty • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • New York
THIS GUARANTY (as the same may from time to time hereafter be modified, supplemented or amended, the “Guaranty”) is made as of January 26, 2005 by INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, having an office at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Guarantor”), in favor of PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, having a principal place of business and post office address at c/o Principal Real Estate Investors, LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450 (“Lender”).
REINSTATEMENT OF AND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • California
THIS REINSTATEMENT OF AND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is entered into as of November 4, 2004 by and between Donahue Schriber Realty Group, L.P., a Delaware limited partnership (“Seller”), and Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Buyer”).
PURCHASE AND SALE AGREEMENT AMONG FRC WEST PROPERTY, L.L.C.; AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.; and IDS PROPERTY CASUALTY INSURANCE COMPANY,Purchase and Sale Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • New York
PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the day of , 2004, by and among FRC WEST PROPERTY, L.L.C., an Arizona limited liability company (“FRC”), AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation (“TRS”), and IDS PROPERTY CASUALTY INSURANCE COMPANY, a Wisconsin corporation (“IDS”), (each individually and collectively, the “Seller”), each having an office at c/o American Express Company, 200 Vesey Street, New York, New York 10285, and INLAND REAL ESTATE ACQUISITIONS, INC., a corporation of the State of Illinois (with its designees, the “Purchaser”), having an office at c/o The Inland Real Estate Group, Inc., 2901 Butterfield Road, Oak Brook, Illinois 60523.
ASSIGNMENT, ASSUMPTION, MODIFICATION AND RELEASE AGREEMENTAssignment, Assumption, Modification and Release Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS ASSIGNMENT, ASSUMPTION, MODIFICATION AND RELEASE AGREEMENT (hereinafter referred to as this “Agreement”) is made as of the 7th day of December, 2004, by and between INLAND WESTERN CORAM PLAZA, L.L.C., a Delaware limited liability company (hereinafter referred to as “Borrower”). INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (hereinafter referred to as “Guarantor”), CORAM PROPERTY DEVELOPMENT LLC, a Delaware limited liability company (hereinafter referred to as “Original Borrower”), LOUIS L. CERUZZI, JR. and TERESE CERUZZI, husband and wife (hereinafter collectively referred to as “Original Guarantors”) and SKY BANK (hereinafter referred to as “Lender”).
AMENDMENT TO AGREEMENTAgreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS AMENDMENT TO AGREEMENT (the “Amendment”) is made and entered into as of the 8th of November 2004, by and between KIMCO TAMPA LP, a Florida limited partnership (“Seller”) and INLAND REAL ESTATE ACQUISITIONS, INC. (“Buyer”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Ontario
PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the 25th day of January, 2005, by and among 1001674 ONTARIO, INC. and 1001675 ONTARIO, INC., each being a corporation governed by the laws of the Province of Ontario, and each having an office at 101 McNabb Street, Markham, Ontario L3R 4H8 (individually and collectively, the “Seller”), and INLAND REAL ESTATE ACQUISTIONS, INC., a corporation governed by the laws of the State of Illinois (the “Purchaser”), having an office at 2901 Butterfield Road, Oak Brook, Illinois 60523.
LOAN AGREEMENT Dated as of December 16, 2004 Between INLAND WESTERN PHOENIX 19TH AVENUE, L.L.C., as Borrower and BANK OF AMERICA, N.A., as LenderLoan Agreement • March 7th, 2005 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of December 16, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and Inland Western Phoenix 19th Avenue, L.L.C., a Delaware limited liability company having an address at c/o Inland Real Estate Investment Corporation, 2901 Butterfield Road, Oak Brook, Illinois 60523 (together with its successors and/or assigns, “Borrower”).
CONSOLIDATED, AMENDED AND RESTATED SECURED PROMISSORY NOTE LOAN NO. 754183Inland Western Retail Real Estate Trust Inc • March 7th, 2005 • Real estate investment trusts • New York
THIS CONSOLIDATED, AMENDED AND RESTATED NOTE (this “Consolidated Note”) is made as of this day of January, 2005, by and between, INLAND WESTERN CORAM PLAZA, L.L.C., a Delaware limited liability company, as “Borrower” (“Borrower” to be construed as “Borrowers” if the context so requires), having its principal place of business and post office address at 2901 Butterfield Road, Oak Brook, Illinois 60523, and PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation (“Lender”), having a principal place of business and post office address at c/o Principal Real Estate Investors, LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450, or at such other place as Lender may designate.
Inland Real Estate Acquisitions, Inc.Inland Western Retail Real Estate Trust Inc • March 7th, 2005 • Real estate investment trusts
This letter represents this corporation’s offer to purchase the Gateway Station Shopping Center with 23,431 net rentable square feet, situated on approximately 2.08 acres of land, located at 1501 University Drive at Loop 6, College Station, TX. (see Exhibit B attached)
