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Exhibit 10.279
EARN OUT AGREEMENT
This EARN OUT AGREEMENT ("Agreement") is by and between INLAND WESTERN
EASTON FORKS TOWN DST, a Delaware statutory trust ("Inland") with an address of
2901 Butterfield Road, Oak Brook, Ill. 60523, and FORKS-EASTON, L.L.C., a
Delaware limited liability company ("FE") with an address of c/o Wargo
Properties, Inc., 682 Twin Bridge Drive, Suite 100, Radnor, Pennsylvania 19087.
RECITALS:
WHEREAS, FE and Inland Real Estate Acquisition, Inc., ("IREA") entered
into that certain purchase and sale contract dated April 8, 2004, as amended by
that certain Amendment To Contract dated May 16, 2004 and that certain Second
Amendment to Contract dated June 3, 2004 (collectively the "Contract") for the
sale and purchase of the approximately 87,600 net rentable square feet of the
Forks Town Center Shopping Center located on approximately 20.249 acres of land
at Town Center Boulevard, Easton, Pennsylvania (the "Property"); and
WHEREAS, IREA has assigned all of its interests in the Contract to
Inland; and
WHEREAS, the parties agree that FE is negotiating the rental of a space
at the Property to the PA Liquor Control Board but the PA Liquor Control Board
has not yet occupied the space and accordingly is not currently paying rent,
CAM, taxes or insurance; and
WHEREAS, FE and Inland have agreed that at the time of the initial
closing, Inland will not pay the value of the space that will be rented to the
PA Liquor Control Board of Seven Hundred and One Thousand Two Hundred and
Ninety-Nine No/100 ($701,299.00) and that such amount will only be paid
according to the terms and provisions of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual agreements and
understandings contained in this Agreement, Inland, and FE agree as follows;
1. All of the above recitals are incorporated herein by reference as
if fully restated herein as this paragraph 1.
2. FE and Inland agree that FE shall have twelve (12) months from the
date of this Agreement to rent the space to the PA Liquor Control Board for a
rental of $4,500.00 per month or annual rent of $54,000.00 which includes
tenant's proportionate share of CAM, taxes and insurance payments. Prior to any
payment to FE, FE shall have paid all costs of tenant improvements and have
provided proof thereof to Inland and shall certify to Inland in writing that the
PA Liquor Control Board is paying the full amount of the above described rent
which includes its proportionate share of CAM, taxes and insurance. Within ten
(10) days of receipt of such written certification and proof of the
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acceptance of the dedication of Town Center Boulevard by Forks Township, Inland
shall pay to FE the sum of Seven Hundred One Thousand Two Hundred and
Ninety-Nine and No/100 ($701,299.00) Dollars as the purchase price for the space
rented to the PA Liquor Control Board. It is understood and agreed that the term
of the lease of the PA Liquor Control Board must be for at least 5 years without
any decrease in the above described rental payments or the tenant's
proportionate share of CAM, taxes and insurance during such period. It is
further agreed that FE shall have the right to rent the space to any other
tenant reasonably acceptable to Inland under the same terms and provisions as
above described for the PA Liquor Control Board Lease.
In the event that FE has not leased the space pursuant to the above terms
and provisions within one (1) year of the date of this Agreement or if Forks
Township has not accepted the dedication of Town Center Boulevard, then upon
expiration of the one (1) year term of this Agreement, Inland shall no longer
owe FE or any successors or assigns any amounts for the PA Liquor Control Board
space, the terms and provisions of this Agreement shall terminate and neither
party shall owe the other any further duties or obligations thereunder.
IN WITNESS WHEREOF, Inland and FE have each caused their respective
authorized officers to execute this Agreement this _____ day of ______________,
2004.
INLAND WESTERN EASTON FORKS
TOWN DST, a Delaware statutory trust
By: /s/ [ILLEGIBLE]
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Its: Asst. Secretary
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FORKS-EASTON, L.L.C., a Delaware limited
liability company
By:
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Its:
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acceptance of the dedication of Town Center Boulevard by Forks Township, Inland
shall pay to FE the sum of Seven Hundred One Thousand Two Hundred and
Ninety-Nine and No/100 ($701,299.00) Dollars as the purchase price for the space
rented to the PA Liquor Control Board. It is understood and agreed that the term
of the lease of the PA Liquor Control Board must be for at least 5 years without
any decrease in the above described rental payments or the tenant's
proportionate share of CAM, taxes and insurance during such period. It is
further agreed that FE shall have the right to rent the space to any other
tenant reasonably acceptable to Inland under the same terms and provisions as
above described for the PA Liquor Control Board Lease.
In the event that FE has not leased the space pursuant to the above terms
and provisions within one (1) year of the date of this Agreement or if Forks
Township has not accepted the dedication of Town Center Boulevard, then upon
expiration of the one (1) year term of this Agreement, Inland shall no longer
owe FE or any successors or assigns any amounts for the PA Liquor Control Board
space, the terms and provisions of this Agreement shall terminate and neither
party shall owe the other any further duties or obligations thereunder.
IN WITNESS WHEREOF, Inland and FE have each caused their respective
authorized officers to execute this Agreement this 21 day of July, 2004.
INLAND WESTERN EASTON FORKS
TOWN DST, a Delaware statutory trust
By:
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Its:
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FORKS-EASTON, L.L.C., a Delaware limited
liability company
By: /s/ [ILLEGIBLE]
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MANAGING MEMBER OF SULLIVAN TRAIL
ASSOCIATES, LLC, ITS M.M.
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1099 SOLICITATION
CTIC POLICY NUMBER: 1402 020401638 NT
CT&TCo. ESCROW NUMBER: D2 024072907
You are required by law to provide Chicago Title Insurance Company and Chicago
Title and Trust Company with your correct taxpayer identification number. If you
do not provide Chicago Title Insurance Company and Chicago Title and Trust
Company with your correct taxpayer identification number, you may be subject to
civil or criminal penalties imposed by law.
Please provide your name, mailing address, tax identification number and other
requested information in the spaces provided below.
NAME: Forks Easton, LLC
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NEW MAILING ADDRESS: 682 Twin Bridge Drive, Suite 100
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Radnor, PA 19087
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TAX ID NUMBER: 59-3751481
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GROSS PROCEEDS: $
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GROSS PROCEEDS ALLOCATED TO TRANSFEROR: $
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Check the appropriate category or categories:
/ / Principal Residence
/X/ Other Real Estate
/ / Check here if the Transferor received or will receive property or
services as part of the consideration.
CERTIFICATION
Under penalties of perjury, I certify that the number shown on this statement is
my correct tax identification number.
/s/ [ILLEGIBLE] 7/21/04
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(SIGNATURE) (DATE)
MANAGING MEMBER OF SULLIVAN TRAIL ASSOCIATES,
LLC, ITS, M.M.