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[ILLEGIBLE]
Exhibit 10.59
[INLAND(R) LOGO]
INLAND REAL ESTATE ACQUISITIONS, INC.
290| Butterfield Road
Oak Brook, IL 60523
Phone: (630) 218-4948 Fax: 4935
www.inlandgroup.com
November 20, 2003
MacArthur Crossing Shopping Centers Partner L.P. (Seller)
Fehmi Karahan
President, CEO
7200 Bishop Road, Suite 250
Plano, TX 75024
RE: MACARTHUR CROSSING SHOPPING CENTER
IRVING, TX
Dear Mr. Karahan:
This letter represents this corporation's offer to purchase the MacArthur
Crossing Shopping Center with 110,975 net rentable square feet, situated on
approximately 16.49 acres of land, located at Los Colinas and North MacArthur
Boulevards, Irving, TX.
The above property shall include all the land and buildings and common
facilities, as well as all personalty 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 property.
This corporation or its nominee will consummate this transaction on the
following basis:
1. The total purchase price shall be $23,102,049.00 all cash, plus or
minus prorations, WITH NO MORTGAGE CONTINGENCIES, to be paid at
CLOSING 30 BUSINESS DAYS following the acceptance of this agreement
(see Paragraph 10).
Purchaser shall allocate the land, building and depreciable
improvements after to closing, but same shall not be binding on
Seller.
2. There are no real estate brokerage commissions involved in this
transaction
3. Seller represents and warrants, that the above referenced property is
leased to the tenants described on Exhibit A on triple net leases
covering portions of the building and the land, parking areas,
reciprocal easements and REA/OEA agreements (if any), for the entire
terms and if properly exercised, 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 of any and
all of those concessions.
4. Seller warrants and represents (TO THE BEST OF THE SELLER'S
KNOWLEDGE), that seller has received no written notice that the
property is no free of material violations, and the interior and
exterior structures are in a good state of repair (ordinary wear,
tear, and maintenance issues excepted, given the age, location and
construction methods applicable to this Property) free of leaks,
material structural problems, and hazardous toxic mold, or that the
property is not in full compliance with Federal, State, City and
County ordinances, environmental laws and concerns, and anyone 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
property, nor are there any current or contemplated new 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 property 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. as set forth in
the leases
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MACARTHUR CROSSING SHOPPING CENTER - IRVING, TX PAGE 2
NOVEMBER 20, 2003
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 at closing
(with termination date no later than the 1st day of the month which is
at least 30 day. Any work presently in progress on the property shall
be completed by Seller prior to closing. Same will be deemed approved
if Purchaser fails to terminate 10 days prior to closing.
6. Fifteen (15) days prior to closing Seller shall furnish Purchaser with
estoppel letters acceptable to Purchaser from all tenants use good
faith efforts to, and parties to reciprocal and/or operating easement
agreements, if applicable.
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 but not for the renewal of same.
8. It is understood that Seller has in its possession Level 1
Environmental Reports (Level 2 if required) which Seller will supply
to Purchaser 10 days after contract. Purchaser shall have said
reports, which must be acceptable to Purchaser, updated and
re-certified to Purchaser at closing, all at Purchaser's cost; all
reports deemed approved if Purchaser fail to terminate 10 Days prior
to closing.
9. The above sale of the real estate shall be consummated by conveyance
of a full special warranty deed 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.
10. The closing shall occur through Chicago Title & Trust Company, in
Chicago, Illinois with Nancy Castro as Escrowee, 30 business days
following acceptance of this agreement, at which time title to the
above property shall be marketable; i.e., free and clear of all liens,
encroachments and encumbrances, and an owner's title policy with, paid
by Seller, shall be issued, with all warranties and representations
being true now and at closing and surviving the closing for a period
of 180 days 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 on the the most
recent 2003 Tax bill or more than 30 days old. At closing, no credit
will be given to Sellers for any past due, unpaid or delinquent rents.
11. Neither Seller (Landlord) or any tenant shall be in default on any
lease or agreement at closing, nor is there any threatened or pending
litigation.
N/A
12. 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 property. 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.
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MACARTHUR CROSSING SHOPPING CENTER - IRVING, TX PAGE 3
NOVEMBER 20, 2003
13. This offer is subject to the property being 100% occupied at the time
of closing, 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.
14. Fifteen (15) days prior to closing, Seller must provide the title as
stated above and a current Urban ALTA/ACSM spotted survey 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.
15. Seller agrees that prior to closing it shall put all vacant spaces
into rentable condition and ready for a new tenant to occupy
immediately in accordance with all applicable laws, codes, etc.,
including all requirements for a certificate of occupancy for said
space.
16. Seller agrees to immediately make available and disclose all
information that Purchaser needs to evaluate the above property,
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 property.
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 operating statements on said property is required that qualify,
comply with and can be used in a public offering. SAID AUDIT will Beat
Purchasers sole cost & expenses.
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
me by November 25, 2003.
Sincerely,
Mac Arthur Crossing Shopping Center INLAND REAL ESTATE ACQUISITIONS, INC.
Partner L.P. or nominee
ACCEPTED: MC LP Inc. gn. partner.
By: Fehmi Karahan, President
-------------------------------
/s/ Lou Quilici
Date: /s/ Fehmi Karahan Lou Quilici
----------------------------- Senior Vice President
Nov 21, 03
/s/ G. Joseph Cosenza
G. Joseph Cosenza
Vice Chairman
Nov 25, 2003