REINSTATEMENT AND THIRD AMENDMENT TO CONTRACT

 

                                                                  Exhibit 10.344

                  REINSTATEMENT AND THIRD AMENDMENT TO CONTRACT

     This Reinstatement and Third Amendment to Contract ("Amendment") is by and
     between INLAND WESTERN EASTON FORKS TOWN DST, a Delaware statutory trust
     ("Buyer"), successor to INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois
     corporation ("Inland") and FORKS-EASTON, LLC, a Delaware limited liability
     company ("Seller").

     Buyer and Seller entered into a purchase and sale contract dated April 8,
2004, which was amended by the terms and provisions of that certain Amendment to
Contract between the parties dated May 16, 2004 and that certain Second
Amendment to Contract between the parties dated June 3, 2004 (collectively the
"Contract"), for the purchase and sale of the Forks Town Shopping Center located
at 301 Town Center Boulevard, Easton, Pennsylvania. The shopping center contains
approximately 87,600 rentable square feet plus the Dunkin' Donuts ground lease
and is situated on approximately 22 acres of land in Easton, Pennsylvania (the
"Property"). The Contract was terminated by Inland, and the Buyer and Seller do
hereby reinstate the Contract and extend the due diligence period and closing
through July 31, 2004. Seller agrees to attempt to obtain the written consent of
Giant Food Stores, LLC and CVS, Inc. to the Amendment To Agreement between
Seller and the Township of Forks ("Township") dated in June of 2004 and to the
Storm Water Right-Of-Way Agreement between Seller and the Township dated in June
2004 prior to July 31, 2004 and shall provide Buyer with a copy of such consent
immediately after receipt thereof.

BUYER:                                       SELLER:
Inland Western Easton Forks Town DST       Forks-Easton, LLC, a Delaware limited
a Delaware statutory trust                  liability company

By:   /s/ G. Joseph Cosenza                  By: /s/ Donald T. Wargo
   ----------------------------------           --------------------------------
      G. Joseph Cosenza
Its:  Authorized Representative              Its: Managing Member of Sullivan
                                                  Trail Assoc.
                                                 -------------------------------

Dated: July 2, 2004                          Dated: July /2/04
                                                   -----------------------------



                          SECOND AMENDMENT TO CONTRACT

     This Second Amendment to Contract ("Amendment") is by and between INLAND
REAL ESTATE ACQUISITIONS, INC., an Illinois corporation ("Buyer") and
FORKS-EASTON, LLC, a Delaware limited liability company ("Seller").

     Buyer and Seller entered into a purchase and sale contract dated April 8,
2004, which was amended by the terms and provisions of that certain Amendment to
Contract between the parties dated May 16, 2004 (collectively the "Contract"),
for the purchase and sale of the Forks Town Shopping Center located at 301 Town
Center Boulevard, Easton, Pennsylvania. The shopping center contains
approximately 87,600 rentable square feet plus the Dunkin' Donuts ground lease
and is situated on approximately 22 acres of land in Easton, Pennsylvania (the
"Property"). The Contract provides for a due diligence period that expires on,
and a Closing date of, June 4, 2004. Due to the amount of time needed to
assemble and deliver due diligence material and to obtain a new survey, the
Parties have mutually agreed to extend the due diligence period, during which
Buyer shall have the right to review title, survey, title exception documents,
leases and all other aspects of the Property, through 5pm Central Standard Time
on June 22, 2004, with closing to occur no later than June 30, 2004, unless
Buyer terminates the Contract during the due diligence period. Seller agrees to
complete the punch list items required by the Forks Township Building & Zoning
Department ("Department") on or before closing to the satisfaction of the
Department and to provide to Buyer at closing a letter from the Department
acknowledging that all of such items have been completed satisfactorily.

BUYER:                                     SELLER:
Inland Real Estate Acquisitions, Inc.,     Forks-Easton, LLC, a Delaware limited
an Illinois corporation                    liability company

By: Karen M. [ILLEGIBLE]                   By: Donald T. Wargo
   ----------------------------------         ----------------------------------

Its:  Vice President                       Its: Managing Member of Sullivan
                                                Trail Assoc.
    ---------------------------------           --------------------------------

Dated:   6-3-04                            Dated: 6/3/04
      -------------------------------            -------------------------------



                              AMENDMENT TO CONTRACT

     This Amendment to Contract ("Amendment") is by and between INLAND REAL
ESTATE ACQUISITIONS, INC., an Illinois corporation ("Buyer") and FORKS-EASTON,
LLC, a Delaware limited liability company ("Seller").

     Buyer and Seller entered into a purchase and sale contract dated April 8,
2004 ("Contract") for the purchase and sale of the Forks Town Shopping Center
located at 301 Town Center Boulevard, Easton, Pennsylvania containing
approximately 87,600 rentable square feet plus the Dunkin' Donuts ground lease
on approximately 22 acres of land in Easton, Pennsylvania (the "Property") and
the Contract provides for a Closing Date thirty (30) business days after the
acceptance of the Contract. Due to the amount of time needed to assemble and
deliver due diligence material and to obtain a new survey and title commitment,
the Parties have mutually agreed to extend the due diligence period, during
which Buyer shall have the right to review title, survey, title exception
documents, leases and all other aspects of the Property, and closing date until
June 4, 2004.

BUYER:                                     SELLER:
Inland Real Estate Acquisitions, Inc.,     Forks-Easton, LLC, a Delaware limited
an Illinois corporation                    liability company

By:   /s/ G. Joseph Cosenza                By:    /s/ Donald T. Wargo
   ----------------------------------         ----------------------------------

Its:      President                        Its:   Managing Member of Sullivan
                                                  Trail Associates
    ---------------------------------          ---------------------------------

Dated:    5/14/04                          Dated:     5/16/04
      -------------------------------            -------------------------------



     INLAND REAL ESTATE ACQUISITIONS, INC.
     2901 Butterfield Road
     Oak Brook, IL 60523
     Phone: (630) 218-4946 FAX: 4935
     www.inlandgroup.com

                                 March 18, 2004

ler or Beneficiary of the Titleholding Trust (Seller)
Holder of the Power of Direction
  Marcus & Millichap (Broker)
Attn: Mark Taylor
28 JFK Boulevard
Philadelphia,PA 19103

     RE:  FORKS TOWN CENTER
          EASTON, PENNSYLVANIA

Dear Mark:

This letter represents this corporation's offer to purchase the Forks Town
Center Shopping Center 89,600 net rentable square feet, situated on
approximately 19.0 acres of land, located at 301 Town Center Boulevard, Easton,
PA 18040. (see Exhibit A attached)

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 is 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 $18,900,000.00 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
     prior to closing.

2.   Seller represents and warrants (TO THE BEST OF THE SELLER'S KNOWLEDGE),
     that the above referenced property is leased to the tenants, except for The
     Pennsylvania Liquor Control Board, on triple net leases covering the
     building and all of the land, parking areas, reciprocal easements and
     REA/OEA agreements (if any), for the entire terms and 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 for
     any and all of those concessions.

3.   Seller warrants and represents (TO THE BEST OF THE SELLER'S 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 THE BEST OF THE SELLER'S KNOWLEDGE),
     that during the term of the leases the tenants and guarantors are
     responsible for and pay all common area 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.



Forks Town Center- Easton, Pennsylvania                                   Page 2
March 18, 2004

     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. Any work presently in
     progress on the property shall be completed by Seller prior to closing.

5.   Ten (10) days prior to closing Seller shall furnish Purchaser with
     estoppel letters acceptable to Purchaser from all tenants, guarantors, and
     parties to reciprocal and/or operating easement agreements, if applicable.

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.

7.   This offer is subject to Seller supplying to Purchaser prior to closing a
     certificate of insurance from the tenants and guarantors in the form and
     coverage acceptable to Purchaser for the closing.

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
     prior to closing. Seller shall have said reports, which must be acceptable
     to Purchaser, updated and re-certified to Purchaser at closing, all at
     Buyer's cost.

9.   The above sale of the real estate shall be consummated by conveyance of a
     special warranty deed from Seller to Purchaser's designee, with the Seller
     paying any city, or county transfer taxes for the closing, and Seller
     agrees to cooperate with Purchaser's lender, if any, and the money lender's
     escrow. Buyer & Seller shall split state transfer taxes 50/50 as is
     customary in Pennsylvania.

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 ALTA form B owner's title policy with complete
     extended coverage and required endorsements, waiving off all construction,
     including 3.1 zoning including parking and loading docks, and insuring all
     improvements as legally conforming uses and not as non-conforming or
     conditional uses, insurance title policy paid by Buyer shall be issued,
     with all warranties and representations being true now and at closing and
     surviving the closing, 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 (at Purchaser's
     option) on the greater of 110% of the most recent bill or latest
     assessment, or 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, no credit will be
     given to Sellers for any past due, unpaid or delinquent rents.

11.  It is understood that the Seller or Seller's lender has in its
     possession an appraisal of the property prepared by an MAI or other
     qualified appraiser, acceptable to Purchaser or Purchaser's lender, if any,
     and shall deliver copies of such appraisal to Purchaser within 10 days of
     the acceptance of this offer and shall cause the appraiser to re-certify an
     appraised amount not less than the Purchase Price and re-issue said
     appraisal to, and in the name of, Purchaser or Purchaser's lender, all at
     Buyer's cost.

12.  Neither Seller (Landlord) or any tenant and guarantor shall be in default
     on any lease or agreement at closing, nor is there any threatened or
     pending litigation.

13.  Seller warrants and represents that he 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 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.



Forks Town Center- Easton, Pennsylvania                                   Page 3
March 18, 2004

15.  This offer is subject to the property being 100% occupied at the time of
     closing with the exception of the PA State liquor store, whose lease is
     under negotiation, with all tenants occupying their space, open for
     business, and paying full rent, including CAM, tax and insurance current.

16.  Seller shall be responsible for payment of a real estate brokerage
     commission, as per their agreement, to Marcus & Millichap. Said commission
     shall be paid through the closing escrow.

17.  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.

18.  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 review 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 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 HAVE THE SELLER sign the original of this
letter and initial each page, keeping copies for your files and returning the
original to me by MARCH 23, 2004.

                                        Sincerely,

ACCEPTED:

FORKS - EASTON , LLC                    INLAND REAL ESTATE ACQUISITIONS, INC.
                                        or nominee

By Managing Member

    /s/ Donald T. Wargo
    --------------------------------

Date:      4/8/04                       /s/ G. Joseph Cosenza
     -------------------------------    ---------------------------------
                                        G. Joseph Cosenza
                                        Vice Chairman



                                    EXHIBIT A

FORKS TOWN CENTER                                                      SITE PLAN
EASTON, PA

[GRAPHIC] 

Basic Info X:

Name: REINSTATEMENT AND THIRD AMENDMENT TO CONTRACT
Type: Reinstatement and Third Amendment to Contract
Date: Nov. 12, 2004
Company: RETAIL PROPERTIES OF AMERICA, INC.
State: Maryland

Other info: