RE: Southtown Center- Tampa, FL (“Property”)
You (the Potential Purchaseror you) have requested information from AMP CAPITAL SOUTHTOWN HOLDINGS LLC, a Delaware limited liability company (the Owner), in connection with your consideration of a possible acquisition by you (as Acquisition Transaction) consisting certain improved real property located at 1501 South Dale Mabry Highway and 3810-3838 West Neptune Street, Tampa, Hillsborough County, Florida 33629 and commonly known as “Southtown Center”, a community shopping center consisting of approximately 43,669 aggregate square feet of rentable space, and including on-site surface parking and other related amenities, together with all rights, privileges, interests, easements, improvements, hereditaments and appurtenances thereunto belonging or appertaining, and all fixtures, equipment and appliances thereon and any additions thereto (collectively, the Property).

As a condition to our furnishing such information to you, we are requiring that you agree, as set forth below, to treat with the strictest confidence such information and any other information that the Owner, its agents or its representatives (including attorneys and financial advisors) furnishes to you or your directors, officers, employees, agents, advisors, prospective bank or institutional lenders, affiliates or representatives of your agents, advisors or prospective lenders (all of the foregoing collectively referred to as “your Representatives”), whether furnished before or after the date of this letter, and all notes, analyses, compilations, studies or other documents, whether prepared by you or others, which contain or otherwise reflect such information (collectively, the Evaluation Material).  The Owner reserves the right to negotiate with any other prospective purchaser of the Property at any time. 


            The term “Evaluation Material” does not include information which (1) becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (2) was available to you on a non-confidential basis prior to its disclosure to you by the Owner, its representatives, or its agents, or (3) becomes available to you on a non-confidential basis from a source other than the Owner, its representatives or its agents.


            It is understood that you may disclose any of the Evaluation Material to those of your Representatives who require such material for the purpose of evaluating a possible Acquisition Transaction (provided that such Representatives shall be informed by you of the confidential nature of the Evaluation Material).  You agree that the Evaluation Material will be kept confidential by you and your Representatives except with the specific prior written consent of the Owner or as expressly otherwise permitted by the terms hereof.  You further agree that you and your Representatives agree not to use any of the Evaluation Material for any reason or purpose other than to evaluate a possible Acquisition Transaction.  You are responsible for your Representatives, and agree to secure your Representatives’ agreement to abide by the terms hereof.

Potential Purchaser represents and warrants that it is a principal in connection with the possible acquisition of the Property and waives all claims to be paid a fee or commission in connection with the purchase of the Property.  Potential Purchaser also hereby acknowledges that it has not dealt with any broker, other than Plaza Advisors (the Broker), and agrees that if a claim for a fee is filed as a result of any broker’s or finder’s claim or alleged claim of representation of Potential Purchaser, then Potential Purchaser agrees to fully indemnify Owner and Broker against any compensation, liability or expense, arising from such claim.

            Without the prior written consent of the Owner, you and your Representatives will refrain from disclosing to any person (1) the fact that the Evaluation Material has been made available to you or that you have inspected any portion of the Evaluation Material, (2) the fact that any discussions or negotiations are taking place concerning a possible Acquisition Transaction, or (3) any of the terms, conditions or other facts with respect to any possible Acquisition Transaction, including the status thereof, unless and only to the extent that such disclosure (after making reasonable efforts to avoid such disclosure and after advising and consulting with the Owner about your intention to make, and the proposed contents of, such disclosure) is, in the opinion of your counsel, required by applicable laws or by competent governmental authorities.  The term “person” as used in this letter shall be broadly interpreted to include without limitation any corporation, company, partnership and individual.

            Without the prior written consent of the Owner, neither you nor those of your Representatives who are aware of the Evaluation Material and/or the possibility of an Acquisition Transaction will initiate or cause to be initiated any communications with any employees of the Owner concerning the Evaluation Material or any possible Acquisition Transaction.

            You will promptly, upon the written request of the Owner or upon your determination not to pursue acquisition of the Property, return to the Owner all documents or other matters furnished by the Owner to you or your Representatives constituting Evaluation Material, together with all copies thereof in the possession of you or your Representatives.  In the event of such request, all other documents or other matters constituting Evaluation Material in the Possession of you or your Representatives will be destroyed, with any such destruction confirmed by you in writing to the Owner.

            Although you understand that the Owner has endeavored to include in the Evaluation Material information known to it which it believes to be relevant for the purpose of your investigation, you further understand that neither the Owner nor its agents or its representatives makes any representation or warranty as to the accuracy or completeness of the Evaluation Material.  You agree that neither the Owner nor its agents or its representatives shall have any liability to you or any of your Representatives resulting from the use of the Evaluation Material by you or such Representatives.  Only those representations and warranties that may be made to you in a definitive written agreement for an Acquisition Transaction, when, as and if executed and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.  You agree that if you determine to engage in an Acquisition Transaction such determination will be based solely on the terms of such written agreement and on your own investigation, analysis and assessment of the Property to be acquired.  Moreover, unless and until such a definitive written agreement is entered into, none of the Owner, its affiliates or you will be under any legal obligation of any kind whatsoever with respect to such an Acquisition Transaction except for the matters specifically agreed to in this Agreement.

            You agree that violation of the terms hereof by you or your Representatives will cause irreparable harm and injury to the Owner, its Agents and Representatives.  In the event of such violation of the terms hereof, the Owner shall be entitled to specific performance of this Agreement or any of the terms hereof, without having to prove damages, in addition to any and all other remedies available to the Owner at law or in equity.  If you are in agreement with the foregoing, please sign and return one copy of this letter, which thereupon will constitute our Agreement with respect to the subject matter hereof.  This Agreement shall be construed according to the laws of the State of Florida


Very truly yours,


a Delaware limited liability company