<Page>
Exhibit 10.22
AGREEMENT RELATING TO PETsMART CLAIMS
This Agreement Relating to PETsMART Claims (hereinafter referred to as the
"AGREEMENT") is entered into as of December 18, 2003, by and between 75th AND
LYMAN CORPORATION, a Delaware corporation ("SELLER"), and INLAND SOUTHEAST
DARIEN, L.L.C., a Delaware limited liability company ("BUYER").
RECITALS
A. Seller and Inland Retail Real Estate Trust, Inc., ("INLAND") have
entered into a Purchase and Sale Agreement dated as of November 12, 2003 (the
"PURCHASE AGREEMENT"), pursuant to which Seller has agreed to sell to Inland and
Inland has agreed to purchase from Seller that certain parcel of land, and
improvements, located in the City of Darien, DuPage County, Illinois, commonly
known as Darien Towne Centre (the "PROPERTY"). Capitalized terms not otherwise
defined in this Agreement shall have the meanings assigned to them in the
Purchase Agreement.
B. Buyer has succeeded to the interest of Inland under the Purchase
Agreement.
C. In connection with the closing of the transaction contemplated under
the Purchase Agreement, PETsMART, Inc. ("PETsMART"), a tenant of the Property
pursuant to a Shopping Center Lease dated July 17, 1993, as amended by a Letter
Agreement dated July 14, 1994 (as so amended, the "PETsMART LEASE"), has
executed a Tenant's Estoppel Certificate dated December 11, 2003, in which
PETsMART alleges that it has overpaid for certain Common Area Costs, Insurance
Costs and Real Estate Taxes (all as defined in the PETsMART Lease) with respect
to calendar years 2001 and 2002, and that the Landlord (as defined in the
PETsMART Lease) is obligated to repay to PETsMART the following amounts pursuant
to the PETsMART Lease (collectively, the "PETsMART CLAIMS"):
$5,365.03 for year 2001 Common Area Costs
$1,667.90 for audit fees relating to 2001 Common Area Costs
$10,648.34 for year 2002 Common Area Costs
$3,166.49 for audit fees relating to 2002 Common Area Costs
$645.40 for year 2001 Insurance Costs
$193.62 for audit fees relating to 2001 Insurance Costs
$874.14 for year 2002 Insurance Costs
$262.24 for audit fees relating to 2002 Insurance Costs
$4,534.56 for year 2001 Real Estate Taxes
$1,744.81 for audit fees relating to 2001 Real Estate Taxes
$4,869.38 for year 2002 Real Estate Taxes
$1,460.81 for audit fees relating to 2002 Real Estate Taxes
D. In connection with the closing of the transaction contemplated by the
Purchase Agreement, Seller will set aside from its net sale proceeds $35,432.72
(i.e., the aggregate amount
- 1 -
<Page>
of the PETsMART Claims) (including any earnings thereon, the "ESCROWED FUNDS")
in escrow with the Escrow Company pursuant to a separate Escrow Agreement to
which Seller, Buyer and the Escrow Company (as defined in the Purchase
Agreement) will be parties.
E. Buyer and Seller desire to set forth their understanding with respect
to their respective rights and responsibilities, as between Buyer and Seller,
with respect to the PETsMART Claims and any similar claims PETsMART may make
with respect to its payments for Common Area Costs, Insurance Costs and Real
Estate Taxes during those periods in 2003 preceding the Closing Date (as defined
in the Purchase Agreement).
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, including the mutual
promises, covenants and agreements herein contained, Seller and Buyer agree as
follows:
1. SELLER'S CONTINUING LIABILITY FOR PETsMART CLAIMS.
Nothing in this Agreement shall affect the rights and obligations of the
Seller or Buyer under the Purchase Agreement or any document delivered in
connection with Closing, including the parties' respective obligations to
perform prorations and post-closing reconciliations in the manner contemplated
by the Purchase Agreement. Pursuant to the Assignment and Assumption of Leases
entered into by Seller and Buyer in connection with Closing Seller shall
indemnify Buyer against any amounts owing to PETsMART by the landlord under the
PETsMART Lease with respect to the PETsMART Claims.
2. DISPOSITION OF ESCROWED FUNDS.
(a) Upon request by Seller, Buyer and Seller will jointly instruct
the Escrow Company to pay to PETsMART the Escrowed Funds, or so much thereof as
Seller in its discretion shall specify in its request to Buyer.
(b) Upon Buyer's presentation of evidence reasonably satisfactory to
Seller that PETsMART has setoff any amounts PETsMART alleges are owing with
respect to the PETsMART Claims against rent or other amounts due to Buyer with
respect to periods on or after Closing, Buyer and Seller will jointly instruct
the Escrow Company to pay to Buyer a portion of the Escrowed Funds equal to the
amount of such setoff.
(c) Upon Seller's presentation to Buyer of evidence reasonably
satisfactory to Buyer, acting in good faith, that any portion of the PETsMART
Claims has been resolved, Buyer shall join with Seller in instructing the Escrow
Company to pay to Seller the portion of the Escrowed Funds determined not to be
owing to PETsMART with respect to the PETsMART Claims.
(d) If any Escrowed Funds remain in the possession of the Escrow
Company on or after the date that is five business days prior to the date that
is nine (9) months from the Closing Date, then upon the request of Buyer or
Seller to the other, the parties shall jointly instruct the Escrow Company to
commence an interpleader action under applicable law to
- 2 -
<Page>
determine the person or persons entitled to the Escrowed Funds and to deposit
all remaining Escrowed Funds with the clerk of the court in which such
interpleading action is commenced.
(e) Any Escrowed Funds in the possession of Escrow Company on that
date which is nine (9) months from the Closing Date shall be paid by Escrow
Company to Buyer upon Buyer's request.
Buyer shall apply any funds so paid to it pursuant to the provisions of
clauses (b) and (e) above in accordance with the provisions of the Purchase
Agreement such that, promptly following settlement or other resolution of the
PETsMART Claims, Buyer shall pay to Seller any funds distributed to Buyer
hereunder other than those amounts determined (by agreement with PETsMART, by
decision of any court or arbitrator with jurisdiction, or by Buyer acting in
good faith and in a manner not inconsistent with its own handling of Common Area
Charges, Insurance Costs and Real Estate Taxes payable under the PETsMART Lease
following the Closing) to have been owing to PETsMART on account of the PETsMART
Claims. Buyer shall cooperate with Seller's attempts to contest the PETsMART
Claims and to collect from PETsMART any setoff amounts for which Buyer received
any portion of the Escrowed Funds pursuant to clause (b) above, provided that
Seller shall reimburse Buyer for any amounts paid by Buyer to third parties in
connection with such, cooperation.
3. NOTICE TO PARTIES.
All notices, demands, deliveries and communications (a "NOTICE") under this
Agreement shall be in writing and shall be delivered or sent by: (i) first
class, registered or certified mail, postage prepaid, return receipt requested,
(ii) nationally recognized overnight carrier, or (iii) facsimile (provided the
original Notice is also sent via a nationally recognized overnight carrier on
the next business day) and shall be addressed to the address of the party set
forth below with copies to the parties designated below or to such other address
as either party may designate by Notice pursuant to this Section. Any Notice
transmitted in the manner described above shall be deemed given when personally
delivered, upon receipt of facsimile transmission, upon delivery by the
designated carrier, or on the third (3rd) business day after mailing, whichever
occurs first.
IF TO SELLER: 75TH AND LYMAN CORPORATION
c/o CB Richard Ellis Investors
601 108th Avenue, N.E. #1900
Bellevue, WA 98004
Attention: Paul Chapman
Facsimile no. (425-943-6801)
With copy to: Heller Ehrman White & McAuliffe LLP
701 Fifth Avenue, Suite 6100
Seattle, WA 98104-7098
Attention: Donald E. Percival
Facsimile no. (206) 447-0849
- 3 -
<Page>
IF TO BUYER: Inland Southeast Darien, L.L.C.
2901 Butterfield Road
Oak Brook, IL. 60523
Attn: G. Joseph Cosenza, Authorized Representative
Telephone: (630) 218-4948
Facsimile: (630) 218-4900
4. EXPENSES AND ATTORNEYS' FEES.
The prevailing party in any arbitration, suit or other action arising out
of or related to this Agreement shall be entitled to recover from the other
party all reasonable fees, costs and expenses incurred by the prevailing party
in connection with the arbitration, suit or action, including reasonable
judicial and extra-judicial attorneys' fees, expenses and disbursements and
fees, costs and expenses relating to any mediation, arbitration or appeal.
5. GOVERNING LAW AND VENUE.
This Agreement shall be deemed to be a contract made under the laws of the
State of Illinois and for all purposes shall be governed by and interpreted in
accordance with the internal laws of the State of Illinois. Any dispute arising
under or in any way related to this Agreement shall be adjudicated by any state
or federal court located within DuPage County, Illinois (or in the case of
federal court, any federal court in the state of Illinois), and each of the
parties hereby consents to the exclusive jurisdiction of said courts with
respect to such dispute.
6. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.
IN WITNESS WHEREOF, each of the parties executed this Agreement as of the
date set forth in the first paragraph.
SELLER:
75TH AND LYMAN CORPORATION,
a Delaware corporation
By: /s/ Paul C. Chapman
----------------------------
Paul C. Chapman
Executive Vice President
- 4 -
<Page>
BUYER:
INLAND SOUTHEAST DARIEN, L.L.C.,
a Delaware limited liability company,
By: Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation
Its: Sole Member
By: /s/ G. Joseph Cosenza
-------------------------------
Name: G. Joseph Cosenza
-------------------------
Its: Authorized Representative
--------------------------
- 5 -
<Page>
JOINT ORDER ESCROW
CHICAGO TITLE INSURANCE COMPANY
177 North Clark Street Refer: Nancy Castro
Chicago, IL 60601
Phone: 312-223-2709
Fax No: 312-223-2108
STRICT JOINT ORDER ESCROW TRUST INSTRUCTIONS
ESCROW TRUST NO.:__________________ DATE: November 13, 2003
TO: CHICAGO TITLE AND TRUST COMPANY, ESCROW TRUSTEE:
CUSTOMER IDENTIFICATION:
Seller: 75th and Lyman Corporation Purchaser: Inland Retail Real Estate
Trust, Inc.
Property address: 2189 75th Street, Darien, Illinois
Project Reference: Darien Towne Centre
Proposed disbursement date:_____________
DEPOSITS:
$35,432.72 withheld from Seller's net proceeds pending resolution of certain
claims by PETsMART:
1.______________________________________________________________________________
2.______________________________________________________________________________
3.______________________________________________________________________________
DELIVERY OF DEPOSITS:
The above referenced escrow trust deposits ("deposits") are deposited with the
escrow trustee to be delivered by it only upon the receipt of a joint order of
the undersigned or their respective legal representatives or assigns.
In no case shall the above-mentioned deposits be surrendered except upon the
receipt of an order signed by the parties hereto, their respective legal
representatives or assigns, or in obedience to the court order described below
provided, however, Purchaser may unilaterally withdraw this Earnest Money from
the Escrow on or before that date which is nine (9) months following the Closing
of the sale of Darien Towne Centre, in which event Escrowee will promptly notify
Seller of such withdrawal.
BILLING INSTRUCTIONS:
ESCROW TRUST FEE WILL BE BILLED AS FOLLOWS: To Seller
<Page>
An annual maintenance fee, as determined by the then current rate schedule, will
commence__________________
PLEASE NOTE: The escrow trust fee for these joint order escrow trust
instructions is due and payable within 30 days from the projected disbursement
date (which may be amended by joint written direction of the parties hereto). In
the event no projected disbursement date is ascertainable, said escrow trust fee
is to be billed at acceptance and is due and payable within 30 days from the
billing date. Chicago Title and Trust Company, at its sole discretion, may
reduce or waive the escrow trust fee for these joint order escrow trust
instructions in the event the funds on deposit herein are transferred to or
disbursed in connection with sale escrow trust instructions or an agency closing
transaction established at Chicago Title.
INVESTMENT:
Deposits made pursuant to these instructions may be invested on behalf of any
party or parties hereto: Provided, that any direction to escrow trustee for such
investment shall be expressed in writing and contain the consent of all other
parties to this escrow, and also provided that you are in receipt of the
taxpayer's identification number and investment forms as required. Escrow
trustee will, upon request, furnish information concerning its procedures and
fee schedules for investment.
ESCROW TRUST NO.:__________________
Except as to deposits of funds for which escrow trustee has received express
written direction concerning investment or other handling, the parties hereto
agree that the escrow trustee shall be under no duty to invest or reinvest any
deposits at any time held by it hereunder; and, further that escrow trustee may
commingle such deposits with other deposits or with its own funds in the manner
provided for the administration of funds under Section 2-8 of the Corporate
Fiduciary Act (III, Rev. Stat. 1989, Ch. 17, Par. 1552-8) and may use any part
or all such funds for its own benefit without obligation of any party for
interest or earnings derived thereby, if any. Provided, however, nothing herein
shall diminish escrow trustee's obligation to apply the full amount of the
deposits in accordance with the terms of these escrow trust instructions.
In the event the escrow trustee is requested to invest deposits hereunder,
Chicago Title and Trust Company is not to be held responsible for any loss of
principal or interest which may be incurred as a result of making the
investments or redeeming said investment for the purposes of these escrow trust
instructions.
COMPLIANCE WITH COURT ORDER:
The undersigned authorize and direct the escrow trustee to disregard any and all
notices, warnings or demands given or made by the undersigned (other than
jointly) or by any other person. The said undersigned also hereby authorize and
direct the escrow trustee to accept, comply with, and obey any and all writs,
orders, judgments or decrees entered or issued by any court with or without
jurisdiction; and in case the said escrow trustee obeys or complies with any
such writ, order, judgment or decree of any court, it shall not be liable to any
of the parties hereto or any other person, by reason of such compliance,
notwithstanding any such writ, order, judgment or decree be entered without
jurisdiction or be subsequently reversed, modified, annulled, set aside or
vacated. In case the escrow trustee is made a party defendant to any suit or
proceedings regarding this escrow trust, the undersigned, for themselves, their
heirs, personal representatives, successors and assigns, jointly and severally,
agree to pay to said escrow trustee, upon written demand, all costs, attorneys'
fees and expenses incurred with respect thereto. The escrow trustee shall have a
lien on the deposit(s) herein for any and all such costs, fees and expenses. If
said costs, fees and expenses are not paid, then the escrow trustee shall have
the right to reimburse itself out of the said deposit(s).
<Page>
EXECUTION:
These escrow trust instructions are governed by and are to be construed under
the laws of the State of Illinois. The escrow trust instructions, amendments or
supplemental instructions hereto, may be executed in counterparts, each of which
shall be deemed an original and all such counterparts together shall constitute
one and the same instrument.
FOR SELLER: FOR PURCHASER:
Firm/Name: 75th and Lyman Corporation Firm/Name: The Inland Real Estate
Group, Inc.
Attn: Paul C. Chapman Attn: Gary Pechter, Esq.
Address: c/o CB Richard Ellis Address: 2901 Butterfield Road
Investors
601 - 108th Ave. N.E.,
Suite 1900
Bellevue, WA 98004 City/State: Oak Brook, IL 60523
Phone No.: 425-943-7642 Phone no.: 630-645-2084
Signature: /s/ [ILLEGIBLE] Signature: /s/ [ILLEGIBLE]
-------------------------- -------------------------
ACCEPTED: CHICAGO TITLE AND TRUST COMPANY, AS ESCROW TRUSTEE
By: Date:
------------------------- --------------