<Page>
Exhibit 10.273
[INLAND(R) LOGO]
Inland Real Estate Acquisitions, Inc.
<Table>
2901 Butterfield Road 200 Waymont Court 1955 Lake Park Drive
Oak Brook, IL 60523 501 Manatee Ave, West Suite 126, Unit 10 Suite 300
630-218-4948 Fax: 4935 Holmes Beach, FL 34217 Lake Mary, FL 32746 Smyrna, GA 30080
www.inlandgroup.com 941-779-1000 Fax: 2000 407-688-6540 Fax: 6543 678-996-2131 Fax: 2140
</Table>
May 20, 2004
Lincoln Southlake, Ltd. ("Seller")
3300 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
Attn: Robert Dozier
Re: GATEWAY PLAZA SHOPPING CENTER; SOUTHLAKE, TEXAS
Dear Mr. Dozier:
This letter represents the offer of Inland Real Estate Acquisition, Inc.
("Purchaser") to purchase the Gateway Plaza Shopping Center (the "Property")
with approximately 358,195 net rentable square feet, situated on approximately
42 acres of land, located at the corner of State Highway 114 and Southlake
Boulevard (See EXHIBIT A attached).
The Property shall include all the land and buildings and common
facilities, as well as Seller's right, title and interest in all personalty
within the buildings and common areas, supplies, landscaping equipment, and any
other items presently used on the site and belonging to Seller, and all of
Seller's right, title and interest in and to 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 (the "Purchase Price") shall be $33,025,276.00
all cash, plus or minus prorations, with no MORTGAGE CONTINGENCIES, to be
paid at CLOSING 45 CALENDAR DAYS following the acceptance of this agreement
(see Paragraph 10). Concurrently with the execution of this letter,
Purchaser has provided a $500,000 earnest money deposit with the Title
Company designated in Section 10. If, following 45 calendar days after the
acceptance of this letter, Purchaser has not terminated this letter, the
$500,000 earnest money shall be deemed non-refundable to Purchaser and
payable to Seller. Said money shall be applied to the Purchase Price at the
closing.
It is understood and agreed that the purchaser may automatically and
immediately receive its earnest money deposit back if it terminates this
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Lincoln Southlake, Ltd.
May 20, 2004 Page 2
agreement for any reason or no reason on or before 45 calender days
following the acceptance of this agreement.
2. Seller represents and warrants (TO SELLER'S CURRENT, ACTUAL KNOWLEDGE),
that, except as provided in the applicable lease documents (the "Leases")
for the Property, the Property is leased to the tenants described on
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 unearned, free rent concessions
given to any tenants (other than those concessions, if any, described in
the Leases) that extend beyond the Closing Date (hereinafter defined) shall
be settled at closing by Seller giving a full cash credit to Purchaser for
any and all of those concessions.
3. Seller warrants and represents (TO SELLER'S CURRENT, ACTUAL KNOWLEDGE),
that the property is 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 property is 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 property, nor are
there any current or contemplated assessments.
4. Seller warrants and represents (to Seller's current, actual knowledge),
that, except as provided in the Leases, during the term of the Leases, the
tenants and guarantors are responsible for and obligated to 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 and all common area maintenance.
Prior to closing, Seller shall not enter into or extend any agreements
without Purchaser's approval, which approval shall not be unreasonably
withheld or delayed, and any contract presently in existence not accepted
by Purchaser shall be terminated by Seller, but only to the extent Seller
has the right to do so prior to closing and can do so without cost to
Seller. Seller shall use good faith efforts to cause any work presently in
progress on the Property to be completed by Seller prior to closing.
5. Seller shall use good faith efforts to obtain and furnish Purchaser no
later than ten (10) days prior to the Closing Date with estoppel letters
acceptable to Purchaser (form to be attached to this document) from 90%
(based on square footage) of tenants, guarantors, and parties to reciprocal
and/or operating easement agreements. Purchaser's obligations under this
letter are conditional
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Lincoln Southlake, Ltd.
May 20, 2004 Page 3
upon Purchaser receiving estoppels from Kohl's, TJMaxx, Old Navy, Bed Bath
& Beyond, Michaels, Bank of America and Starbucks.
6. 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 leases whereby renewal occurs prior
to the Closing Date. Purchaser shall be responsible for all other leasing
brokerage fees and commissions.
7. Purchaser's obligations hereunder are conditioned upon Seller supplying to
Purchaser prior to closing a certificate of insurance from the tenants and
guarantors in the form and coverage required under the Leases.
8. Purchaser's obligations hereunder are conditioned upon Seller supplying to
Purchaser 10 days prior to closing, at Seller's expense, a certificate
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 property in violation of applicable
law; in other words, a Level 1 environmental audit (and Level 1 audit, if
required).
9. The above sale of the real estate shall be consummated by conveyance of a
special warranty deed in a form reasonably acceptable to Seller and
Purchaser from Seller to Purchaser's designee, with 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,
at no expense to Seller and without liability to Seller. Seller and
Purchaser shall also execute and deliver at the closing such other
documents, each in a form reasonably acceptable to Seller and Purchaser, as
are customary in sales of properties similar to the Property, including an
assignment and assumption of lease agreements and a bill of sale.
10. The closing shall occur through Republic Title of Texas, Inc., with Laura
Worral, as Escrowee, on the date (the "Closing Date") that is 45 calendar
days following acceptance of this agreement, at which time title to the
above property shall be indefeasible; i.e., free and clear of all liens,
encroachments and encumbrances, except as may be shown on the Survey
(hereinafter defined), and a Texas Form T-1 owner's title policy, the basic
premium (but not endorsement premiums) for which shall be 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 twelve (12) months,
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 greater of 110% of
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Lincoln Southlake, Ltd.
May 20, 2004 Page 4
the most recent bill or latest assessment of 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, rents and expenses of the Property shall be prorated, however, no
credit will be given to Seller for any past due, unpaid or delinquent
rents, provided that Seller reserves the right to seek to collect all such
rents from the tenants owing same, and Purchaser shall deliver all such
rents to Seller if and when received in accordance with the terms of the
Leases by Purchaser.
11. This offer is subject to Seller delivering to Purchaser, prior to closing,
an appraisal of the property prepared by an MAI or other qualified
appraiser, acceptable to Purchaser or Purchaser's lender, if any, all at
Seller's cost.
12. Purchaser's obligations hereunder are conditioned upon neither Seller
(Landlord) or any tenant and guarantor being in default on any lease or
agreement at closing, nor there being any threatened or pending litigation.
13. Seller warrants and represents that it has paid all unemployment taxes to
date.
14. Prior to closing, Seller shall furnish to Purchaser copies of all
guarantees and warranties which Seller received from any and all
contractors and Subordination, Attornment and Non-Disturbance Agreement
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.
15. Except with respect to the Vacant Space described below, 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
in accordance with the terms of the Leases, including CAM, tax and
insurance current, as shown on EXHIBIT B attached.
16. If, as and when the closing occurs, but not otherwise, Seller shall be
responsible for payment of a real estate brokerage commission of $326,983
to Venture Commercial pursuant to a separate written agreement between
Seller and such broker. Said commission shall be paid through the closing
escrow as follows: 100% to Venture Commercial, Inc. or its nominee.
17. Not less than fifteen (15) days prior to closing, Seller must provide the
title commitment 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
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Lincoln Southlake, Ltd. Page 5
May 20, 2004
and includes all Table A optional survey responsibilities and acceptable to
Purchaser and the title company.
18. Seller agrees that prior to closing it shall put all vacant spaces (the
"Vacant Space") into rentable condition (white box-drywall, plumbed for
sewer and water, air conditioner and heating system in place) 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.
19. Seller agrees to promptly make available and disclose, to the extent not
otherwise reflected in the Leases, all inducements, abatements, concessions
or cash payments given to tenants, and for CAM, copies of the bills. Seller
agrees to cooperate fully, at no expense to Seller, 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 to be made upon three (3) business days prior written notice
to Seller and during Seller's normal business hours.
20. Purchaser acknowledges that, except only for the representations and
warranties of Seller expressly made in this letter, the Property is being
sold by Seller to Purchaser on an "as is, where is" basis, with all faults,
such that in no event shall Seller be deemed to have made any
representations, warranties or assurances of or with respect to the
Property, except as expressly provided in this letter.
21. In no event shall Purchaser assign or transfer its rights or obligations
under this letter without the prior written consent of Seller, excluding
transfers to purchasers affiliates.
22. In the event of a default by Seller under this letter, Purchaser's sole
remedies shall be to terminate this letter by written notice to Seller and
the title company or seek specific performance of Seller's obligations
hereunder and simultaneously purchaser shall receive back its earnest
money. In the event of a default by Purchaser under this letter, following
the 45 calender days after acceptance of this agreement, Seller's sole
remedy shall be to terminate this letter by written notice to Purchaser and
the title company and receive the $500,000 earnest money deposit as
liquidated damages.
23. Buyer agrees to hire Lincoln Property Company Commercial, Inc. as leasing
agent for a term of one year following closing (agreement to be discussed)
and property manager (role to be discussed) for six months following close.
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Lincoln Southlake, Ltd.
May 20, 2004 Page 6
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, 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.
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 May 21, 2004.
Sincerely,
ACCEPTED:
LINCOLN SOUTHLAKE, LTD. INLAND REAL ESTATE ACQUISITIONS,
INC., or nominee
By: Akard Ervay, Inc.,
general partner
/s/ Matthew Tice
--------------------------------
Matthew Tice
By: /s/ Robert Dozier
-----------------------------
Name: ROBERT DOZIER /s/ G. Joseph Cosenza
---------------------------- --------------------------------
Title: Executive Vice President G. Joseph Cosenza
-------------------------- Vice Chairman
Date: 5-21-04
---------------------------------
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ACKNOWLEDGMENT BY THE TITLE COMPANY
Republic Title of Texas, Inc. hereby acknowledges receipt of an executed
copy of this letter and agrees to hold and distribute the $500,000 earnest money
referenced above in accordance with the terms of this letter.
REPUBLIC TITLE OF TEXAS, INC.
By:
-------------------------------------
Name:
-----------------------------------
Title:
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<Page>
EXHIBIT A
[GRAPHIC]
<Page>
EXHIBIT B
<Table>
<Caption>
GATEWAY PLAZA - SOUTHLAKE, TEXAS
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LEASE LEASE
ANNUAL COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT MONTHLY RENT DATE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
Kohl's 87,423 502,187.00 41,848.92 $ 5.74 September-00 January-21
T.J. Maxx 30,600 267,750.00 22,312.50 $ 8.75 September-00 September-10
Bed Bath and Beyond 30,000 330,000.00 27,500.00 $ 11.00 October-00 January-11
Old Navy 25,000 225,000.00 18,750.00 $ 9.00 September-00 September-05
Officemax 23,801 261,335.00 21,777.92 $ 10.98 August-00 January-16
Michael's 23,428 257,708.00 21,475.67 $ 11.00 October-00 February-10
Bank of America 5,430 190,000.00 15,833.33 $ 34.99 January-01 December-20
Starbucks 1,830 54,900.00 4,575.00 $ 30.00 April-01 March-11
Thomasville Home Furn 18,615 252,792.00 21,066.00 $ 13.58 January-01 December-10
Ultra Cosmetics & Salon 11,250 202,500.00 16,875.00 $ 18.00 November-00 October-10
Dress Barn 8,127 142,223.00 11,851.92 $ 17.50 November-00 October-05
Rack Room 7,996 147,926.00 12,327.17 $ 18.50 September-00 September-05
Aaron Brothers Art & Frame 6,500 143,000.00 11,916.67 $ 22.00 November-00 February-11
Home Theather Store 6,100 152,500.00 12,708.33 $ 25.00 January-01 February-08
Calico Corners 5,278 126,672.00 10,556.00 $ 24.00 January-01 December-05
Anamia's Retail 5,058 126,450.00 10,537.50 $ 25.00 March-01 February-11
* Dami Japanese 4,253 114,831.00 9,569.25 $ 27.00 December-03 November-08
Mattress Firm 4,008 88,176.00 7,348.00 $ 22.00 September-00 September-05
Zales 3,587 60,979.00 5,081.58 $ 17.00 December-03 November-13
Carpet Mills of America 3,493 76,846.00 6,403.83 $ 22.00 November-00 November-05
Pearle Vision 3,027 71,437.00 5,953.08 $ 23.60 November-02 October-12
Baker Brothers 3,000 75,000.00 6,250.00 $ 25.00 January-01 December-05
Fitness Headquarters 2,500 57,500.00 4,781.67 $ 23.00 February-01 January-06
Chipotle Mexican Grill 2,432 59,025.00 4,918.75 $ 24.27 December-00 December-05
Cool Cuts for Kids 1,194 28,656.00 2,388.00 $ 24.00 October-00 September-05
Bassel Furniture 10,202 98,143.00 8,178.58 $ 9.62 October-04 September-09
Vacant 10,000 100,000.00 8,333.33 $ 10.00
Vacant 5,021 70,294.00 5,857.23 $ 14.00
Vacant 3,059 61,180.00 5,098.33 $ 20.00
Vacant 2,725 64,600.00 4,541.67 $ 20.00
Vacant 2,200 44,000.00 3,666.67 $ 20.00
Vacant 1,056 23,232.00 1,936.00 $ 22.00
Vacant Ground Lease 1 85,000.00 5,416.67 $ 85,000.00
Vacant Ground Lease 1 80,000.00 6,666.67 $ 80,000.00
Totals 358,195 4,611,742.00
</Table>
- ----------
* Currently under negotiations to be assigned to a new owner/operator under
same terms of Dami lease.
<Page>
LINCOLN PROPERTY COMPANY
May 17, 2004
Mr. Matthew Tice
INLAND
505 Camrose Lane
Murphy, Texas 75094
RE: GATEWAY PLAZA
SOUTHLAKE, TEXAS
Dear Matt:
Per our conversation to date, please let this letter confirm that Akard Ervay,
Inc., the general partner, recommends approval of Inland's acquisition under the
agreed terms and conditions.
Sincerely,
LINCOLN PROPERTY COMPANY COMMERCIAL INC.
/s/ Robert Dozier
Robert Dozier
Executive Vice President
LINCOLN PROPERTY COMPANY
3300 LINCOLN PLAZA
500 N. AKARD STREET
DALLAS TX 75201-3394
(214)740-3300
<Page>
TENANT ESTOPPEL CERTIFICATE FORM - GENERAL
To:
Inland Real Estate Acquisitions, Inc., and
Inland Southeast ___________________, L.L.C. (insert Inland nominee entity),
and its lenders, successors and assigns ("Purchaser")
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: Karen Kautz
Re: Lease Agreement dated __________________ and amended _______________
____ (collectively, the "Lease"), between Lincoln Southlake, Ltd., as
"Landlord", and ______________________________________________________
__________________________________________, as "Tenant", guaranteed by
_________________________________ ("Guarantor") for leased premises
containing approximately _________________ square feet of space (the
"Premises") situated in that certain property commonly known as the
Gateway Plaza Shopping Center, Southlake, Texas (the "Property")
1. Tenant hereby certifies that the following representations with respect to
the Lease are accurate and complete as of the date hereof.
(a) Dates of all amendments, letter agreements, modifications and waivers
related to the Lease: ________________________________________________
______________________________________________________________________
(b) Commencement Date: ___________________________________________________
(c) Expiration Date: _____________________________________________________
(d) Current Annual Base Rent: ____________________________________________
Adjustment Date: _____________________________________________________
Rental Amount: _______________________________________________________
(e) Fixed or CPI Rent Increases: _________________________________________
(f) Square Footage of the Premises: ______________________________________
(g) Security Deposit paid to Landlord: ___________________________________
(h) Renewal Options: ___________ Additional Terms for ______________ years
at $__________ per year
(i) Termination Options: Termination Date ________________________________
Fees Payable _________________________________________________________
<Page>
2. Tenant further certifies to Purchaser that:
(a) the Lease is presently in full force and effect and represents the
entire agreement between Tenant and Landlord with respect to the
Premises;
(b) the Lease has not been assigned and the Premises have not been sublet
by Tenant;
(c) Tenant has accepted and is occupying the Premises, all construction
required by the Lease has been completed and any payments, credits or
abatements required to be given by Landlord to Tenant have been given;
(d) Tenant is open for business or is operating its business at the
Premises;
(e) no installment of rent or other charges under the Lease other than
current monthly rent has been paid more than 30 days in advance and
Tenant is not in arrears on any rental payment or other charges;
(f) Landlord has no obligation to segregate the security deposit or to pay
interest thereon;
(g) to Tenant's knowledge, Landlord is not in default under the Lease and
no event has occurred which, with the giving of notice or passage of
time, or both, could result in a default by Landlord;
(h) to Tenant's knowledge, Tenant has no existing defenses, offsets,
liens, claims or credits against the payment obligations under the
Lease;
(i) Tenant has not been granted any options or rights to terminate the
Lease earlier than the Expiration Date (except as stated in paragraph
1(i));
(j) Tenant has not been granted any options or rights of first refusal to
purchase the Premises or the Property;
(k) Tenant has not received notice of violation of any federal, state,
county or municipal laws, regulations, ordinances, orders or
directives relating to the use or condition of the Premises or the
Property;
(l) no hazardous wastes or toxic substances, as defined by all applicable
federal, state or local statutes, rules or regulations have been
disposed, stored or treated on or about the Premises or the Property
by Tenant;
(m) Tenant has not received any notice of a prior sale, transfer,
assignment, pledge or other hypothecation of the Premises or the Lease
or of the rents provided for therein other than the existing financing
obtained by Landlord and currently encumbering the Property;
<Page>
GUARANTOR ESTOPPEL CERTIFICATE
Date: _____________, 2004
To: ________________
Inland Red Estate Acquisitions, Inc., and
Inland Southeast ____________, L.L.C. (insert Inland nominee entity),
and its lenders, successors and assigns ("Purchaser")
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: Robert Brinkman
Re: Guaranty Agreement dated _______________ ("Guaranty of Lease")
pertaining to that certain lease dated _______________________ between
Lincoln Southlake, Ltd., as Landlord, and ______________ as Tenant for
approximately ______________________ of space (the "Premises") located
at the property commonly known as the Gateway Plaza Shopping Center,
Southlake, Texas (the "Property").
1. Guarantor certifies to Purchaser and Purchaser's lender that: (a) the
Guaranty of Lease has been properly executed by Guarantor and is presently
in full force and effect without amendment or modification except as noted
above; (b) to Guarantor's knowledge, Guarantor has no existing defenses,
offsets, liens, claims or credits against the obligations under the
Guaranty of Lease.
2. This certification is made with the knowledge that Purchaser is about to
acquire title to the Property and a lender is about to provide Purchaser
with financing which shall be secured by a deed of trust (or mortgage),
security agreement and assignment of rents, leases and contracts upon the
Property. Guarantor further acknowledges and agrees that Purchaser and its
lender and their respective successors and assigns shall have the right to
rely on the information contained in this Certificate.
3. The undersigned is authorized to execute this Guarantor Estoppel
Certificate on behalf of Guarantor.
[GUARANTOR]
By:
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Name:
--------------------------------
Title:
-------------------------------