<Page>
Exhibit 10.31
FOURTH AMENDMENT TO MASTER FUND AGREEMENT
This Fourth Amendment to Master Fund Agreement ("Fourth Amendment") is
dated as of December 31, 2003 by and between Thomas Enterprises, Inc., and Stan
Thomas and the signatory parties listed below, generally, under the heading
Seller (collectively, as "Seller") and Inland Real Estate Acquisitions, Inc., on
behalf of itself and its nominee or designee that is an affiliate of The Inland
Group, Inc., or Inland Retail Real Estate Trust, Inc., or Inland western Retail
Real Estate Trust, Inc. ("Purchaser") in connection with the acquisition of the
properties (Including future earn-out portions thereof) (the "Properties") which
are the subject matter of that certain purchase agreement dated November 30,
2001, as amended, (collectively, the "Purchase Agreement").
WHEREAS, the parties hereto entered into the Master Fund Agreement dated
December 21, 2001, as amended by the First Amendment to Master Fund Agreement
dated as of March 1, 2002 (the "First Amendment"), and the Second Amendment to
Master Fund Agreement dated as of April 9, 2003 (the "Second Amendment"), and
the Third Amendment to Master Fund dated as of May 29, 2003 (the "Third
Amendment") (collectively, together with this Fourth Amendment, the "Master Fund
Agreement," or the "Agreement"); and
WHEREAS, the parties hereto desire to clarify the Agreement to add certain
Seller's obligations in connection with the purchase by Inland Southeast King's
Grant, L.L.C. ("ISE KG"), of the King's Grant Pavilion shopping center ("King's
Grant") from Fourth Quarter Properties IV, Inc. ("FQPI") which shall be in
addition to and not subject to the limitations of the amount of money to be
deposited into the Master Fund Escrow Account.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1. The following paragraph is added to the Agreement:
POST CLOSING INDEMNITY AGREEMENT
"Notwithstanding anything to the contrary contained in the Purchase
Agreement or the Agreement including, but not limited to, the
limitations on the amount of money to be deposited in the Master
Fund Account by Seller or Stan Thomas, Seller and specifically
including Stan Thomas, personally guaranty (to the extent of funds
on deposit from time to time pursuant to the Master Fund Agreement)
payment of the costs and expenses in regard to the Construction
Indemnified Matters as defined by that certain Post Closing and
Indemnity Agreement (King's Grant) dated as of December 31, 2003,
and entered into by and among Stan Thomas, ISE GG, and FQPI (the
KGPCI"), and Purchaser shall be permitted to draw against the funds
on deposit from time to time under and pursuant to the Master Fund
Agreement equal to the sum in cash of the costs and expenses not
paid in accordance with the terms of the KGPCI. Notwithstanding the
foregoing, the terms and provisions of this section shall terminate
at such time as Remediation has occurred (as defined by the KGPCI)."
2. Except as modified hereby (and as previously modified by the First
Amendment, the Second Amendment, the Third Amendment), the Agreement
shall remain in full force and effect in accordance with its terms."
1
<Page>
IN WITNESS WHEREOF, the undersigned parties have executed this Fourth
Amendment to Master Fund Agreement effective as of the fund date referred
hereinabove.
SELLER:
/s/ Stan Thomas
----------------------------------
Stan Thomas, as President of
Thomas Enterprises, Inc.
Date: December 31, 2003
/s/ Stan Thomas
----------------------------------
Stan Thomas, personally
Date: December 31, 2003
Fourth Quarter Properties, Inc. Fourth Quarter Properties IV, Inc.
By: /s/ Stan Thomas By: /s/ Stan Thomas
-------------------------------- ------------------------------
Stan Thomas, President Stan Thomas, President
Date: December 31, 2003 Date: December 31, 2003
Venture Point I, LLC Fourth Quarter Properties XV, LLC
By: /s/ Stan Thomas By: /s/ Stan Thomas
-------------------------------- ------------------------------
Its: Manager Its: Manager
-------------------------------- ------------------------------
Date: December 31, 2003 Date: December 31, 2003
Southlake Pavilion Company, Inc. Fourth Quarter Properties XI, LLC
By: /s/ Stan Thomas By: /s/ Stan Thomas
-------------------------------- ------------------------------
Its: President Its: Manager
-------------------------------- ------------------------------
Date: December 31, 2003 Date: December 31, 2003
Fourth Quarter Properties XXIII, LLC Fourth Quarter Properties XXVII, LLC
By: /s/ Stan Thomas By: /s/ Stan Thomas
-------------------------------- ------------------------------
Its: Manager Its: Manager
-------------------------------- ------------------------------
Date: December 31, 2003 Date: December 31, 2003
Fourth Quarter Properties IX, LLC Fourth Quarter Properties XVI, LLC
By: /s/ Stan Thomas By: /s/ Stan Thomas
-------------------------------- ------------------------------
Its: Manager Its: Manager
-------------------------------- ------------------------------
Date: December 31, 2003 Date: December 31, 2003
2
<Page>
Fourth Quarter Properties XVII, LLC
By: /s/ Stan Thomas
--------------------------------
Its: Manager
--------------------------------
Date: December 31, 2003
PURCHASER:
INLAND REAL ESTATE ACQUISITIONS, INC., or nominee
By: /s/ Karen Kautz
----------------------------------------
Karen Kautz, Vice President
Date: December 31, 2003
INLAND SOUTHEAST KINGS GRANT, L.L.C.
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation, member
By: /s/ Karen Kautz
--------------------------------
Name: Karen Kautz
-----------------------------
As Its: authorized agent
----------------------------
Date: December 31, 2003
3
<Page>
REVISED 12/18/03
NEWNAN CROSSING & PAVILION AT KING'S GRANT
AMENDMENT
This NEWNAN CROSSING, NEWNAN, GA AND PAVILION AT KING'S GRANT, CONCORD, NC.
Amendment ("NEWNAN/GRANT AMENDMENT") by and among Thomas Enterprises, Inc.,
("Thomas"), FOURTH QUARTER PROPERTIES, XIV, LLC. AND FOURTH QUARTER PROPERTIES
XL, LLC. for Newnan and FOURTH QUARTER PROPERTIES IV FOR GRANT (collectively,
"Seller") and Inland Real Estate Acquisitions, Inc., or its nominee,
("Purchaser") amends and modifies that certain agreement, (the "Agreement")
dated November 29, 2001, and accepted on [ILLEGIBLE] 30, 2001, (the "Agreement")
as amended by the Newnan Pavilion Amendment on December 6, 2001, by Thomas and
the owners of [ILLEGIBLE] original properties (the "Original Properties") as
described as Property 2 and Properties 4-10 in the Agreement, AND AS FURTHER
AMENDED ON APRIL 8, 2003 FOR THE BARRETT, HERITAGE, AND HIRAM PROPERTIES, AND
FURTHER AMENDED ON JUNE 24, 2003 FOR THE FAYETTE PAVILION PHASES I, II, AND III.
Seller hereby agrees to sell and Purchaser hereby agrees to purchase the
NEWNAN CROSSING SHOPPING CENTER CONTAINING APPROXIMATELY 312,994 SQ. FT. LOCATED
IN NEWNAN, GA ("THE NEWNAN PROPERTY") AND THE PAVILION AT KING'S GRANT SHOPPING
CENTER CONTAINING APPROXIMATELY 79,009 SQ. FT. LOCATED IN CONCORD, NC (the
"GRANT PROPERTY"), described on the Site Plan attached hereto as Exhibit A-15
and A-16 and containing the leases listed on Exhibit B-15 attached hereto for a
purchase price of $43,211,676 FOR NEWNAN AND $9,932,450 for Grant and otherwise
in accordance with the terms of the Agreement. Accordingly, the Purchase Price
set forth in Paragraph 1 of the Agreement is hereby changed from $277,031,590,
as amended to $316,314,590 as further amended to $481,759,402 and further
amended to $658,294,537 AND NOW $711,438,663. The closing date for the
NEWNAN/GRANT PROPERTIES shall be on or BEFORE DECEMBER 30, and the order of
closing set forth in Paragraph 21 of the Agreement is amended to add the
NEWNAN/GRANT PROPERTIES after the closings of all of the Original Properties,
and the Newnan Property, except for those earnouts described in Exhibit D to the
Agreement.
All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the NEWNAN/GRANT
Properties in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the NEWNAN/GRANT Properties. Likewise, all of
Purchaser's rights of inspection, representations, warranties, obligations and
indemnities under the Agreement shall apply to the NEWNAN/GRANT Properties in
the same manner as applied to the Original Properties, including Newnan. All
conditions and contingencies to Purchaser's rights and obligations to purchase
the Original Properties, including Newnan, shall apply to the NEWNAN/GRANT
Properties.
PARAGRAPH 20, OF THE AGREEMENT IS HEREBY AMENDED TO INCREASE THE TERM FROM
3 YEARS TO 5 YEARS, AND SHALL INCLUDE NEWNAN.
AT THE GRANT PROPERTY, THE PURCHASER WILL PURCHASE THE TOYS R US AS
FOLLOWS: AT THE INITIAL CLOSING, THE PURCHASER WILL PAY BASED ON THE AMOUNT
OF ACTUAL BASE RENT PAID BY TOYS R US (PROVIDED THEY ARE PAYING THEIR FULL
PASS THROUGHS) DIVIDED BY THE CAPITALIZATION RATE OF 8.00%. IN OTHER WORDS,
IF THE TOYS R US RENT IS $250,000 PER YEAR, BUT THEY ARE ONLY PAYING
CURRENT $125,000, THEN THE PURCHASER WILL PAY $1,562,500. FOR THE NEXT 48
MONTHS FOLLOWING THE CLOSING, THE PURCHASER WILL BE OBLIGATED TO PAY THE
BALANCE OF THE PURCHASE PRICE FOR TOYS R US PROVIDED TOYS R US INCREASES
THEIR BASE RENT WITHOUT REDUCTION OF THEIR FULL PASS THROUGH REQUIREMENTS,
AND FURTHER PROVIDED THAT THE RENTAL AMOUNT DOES NOT EXCEED THE TOTAL
ORIGINAL BASE RENT OF $250,000. THE FORMULA FOR THE EARNOUT CLOSING DURING
THE 48 MONTHS FOLLOWING THE INITIAL CLOSING SHALL BE BASED ON THE 10 YEAR
TREASURY, OF 4.30%. THE PURCHASER'S CAPITALIZATION RATE OF 8.00% SHALL BE
INCREASED OR DECREASED BY THE DIFFERENCE OF THE 10 YEAR TREASURY RATE AT
THE TIME OF THE EARNOUT CLOSING. AS AN EXAMPLE; THE 10 YEAR TREASURY RATE
WE WILL USE IS 4.30%; THE CAPITALIZATION RATE IS 8.00%, THE SPREAD IS
3.80%. IF THE 10 YEAR TREASURY INCREASES TO 4.40%, THEN THE CAPITALIZATION
RATE WOULD INCREASE TO 8.10% AND LIKEWISE IF THE 10 YEAR TREASURY DECREASES
TO 4.20%, THEN THE CAPITALIZATION RATE WOULD DECREASE TO 7.90%. IF AFTER 48
MONTHS FOLLOWING THE CLOSING, TOYS R US DID NOT INCREASE THEIR RENT FROM
THE INITIAL CLOSING, THEN THE PURCHASER WILL HAVE NO OBLIGATION WHATSOEVER
TO PAY ANY ADDITIONAL AMOUNT FOR THE TOYS R US PORTION OF THE GRANT
PROPERTY.
Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
attached to this the NEWNAN/GRANT Amendment.
Exhibit D to the Agreement is hereby amended to add a reference to the
NEWNAN/GRANT Properties (Exhibit B-15), in both paragraphs thereof.
The Capitalization Rate applicable to the NEWNAN COMMONS PROPERTY IS
7.6192% AND FOR THE GRANT PROPERTY IS 8.00% and the Purchase Price will be
decreased or increased at the closing in accordance with the terms of the first
paragraph of Exhibit D AS AMENDED HERETO for the NEWNAN/GRANT Properties. For
eighteen (18) months following the closing of the NEWNAN/GRANT Properties,
Purchaser will pay an amount to Seller for new tenants of build-out vacant space
in accordance with the second paragraph of Exhibit D.
Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
NEWNAN/GRANT Properties.
NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE PROPERTIES
WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
2) NOT BE PART OF THE MASTER FUND AGREEMENT.
THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
SHALL BE APPLICABLE.
NEWNAN CROSSING AND PAVILION AT KING'S GRANT SHALL BE AN ALL CASH
TRANSACTION.
Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.
<Table>
PURCHASER: SELLER: SELLER:
INLAND REAL ESTATE THOMAS ENTERPRISES, INC. NEWNAN CROSSING
ACQUISITION, INC FOURTH QUARTER PROPERTIES, XIV, LLC. AND
or its Nominee By: /s/ Stan Thomas FOURTH QUARTER PROPERTIES XL, LLC
-------------------------
By: /s/ G. Joseph Cosenza Its: President Date 12-18-03 By: /s/ Stan Thomas
---------------------- ------------------------- ----------------------------------
President Date Its: Manager Date 12-18-03
-------------------- ----------------------------------
SELLER:
PAVILION AT KING'S GRANT
Fourth Quarter Properties IV
By: /s/ Stan Thomas
------------------------------
Its: Manager Date 12-18-03
------------------------------
</Table>
<Page>
12/18/2003
EXHIBIT B - 10 REVISED
NEWNAN CROSSING WEST
INITIAL CLOSING
<Table>
<Caption>
LEASE LEASE
ANNUAL MONTHLY RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT BASE RENT PER SQ. FOOT DATE DATE
- -----------------------------------------------------------------------------------------------------------------------------------
Target - 110,000 SF open Shadow Anchor
BJS 115,396 1,009,715.00 54,142.92 $ 6.75 May-03 January-24
The Corner Tavern 6,000 ??,000.00 7,083.33 $ 17.00 December-03 November-08
Great Clips 1,200 21,?00.00 1,800.00 $ 18.00 November-03 October-08
My Friend's Place 1,?00 28,500.00 2,400.00 $ 18.00 December-03 November-08
Planet Smoothie 1,040 18,203.00 1,516.92 $ 17.50 November-03 October-08
Cingular 1,700 31,?80.00 2,840.00 $ 18.00 November-03 October-08
Ted's Montana Grill 4,000 84,000.00 5,333.33 $ 18.00 January-04 December-08
Banana Beach 1,200 21,800.00 1,800.00 $ 18.00 November-03 October-08
Totals 131,1?6 1,280,?98.00
</Table>
SECOND CLOSING
<Table>
<Caption>
LEASE LEASE
ANNUAL MONTHLY RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT BASE RENT PER SQ. FOOT DATE DATE
- -----------------------------------------------------------------------------------------------------------------------------------
Old Navy 25,000 225,000.00 18,750.00 $ 9.00 September-99 September-04
Michaels 23,704 213,33?.00 17,778.00 $ 9.00 June-99 February-09
TJ Maxx 30,194 220,500.00 18,375.00 $ 7.30 August-99 August-08
Party City 12,000 1??,000.00 13,000.00 $ 13.00 October-99 October-09
Hibbett's Sporting Goods 7,000 94,500.00 7,?75.00 $ 13.?0 January-02 January-07
Radio Shack 3,000 51,000.00 4,250.00 $ 17.00 August-01 August-08
Hallmark 5,000 72,500.00 ?,041.?7 $ 14.50 July-99 February-07
Office Depot 30,000 322,500.00 26,875.00 $ 10.75 June-99 June-14
Payless Showsource 3,000 45,000.00 4,000.00 $ 16.00 December-99 November-09
Sizes Unlimited 5,000 77,500.00 6,458.33 $ 15.?? March-00 January-12
Rack Room 7,300 116,800.00 9,733.33 $ 18.00 July-99 July-0?
Stratus Communication 1,300 22,750.00 1,895.?3 $ 17.50 December-01 December-08
Crystal Nails & Tan 1,300 23,400.00 1,950.00 $ 18.00 April-02 April-07
O'Charley's G/L ?0,000.00 5,000.00 February-99 February-14
Totals 153,798 1,703,7??.00
</Table>
EARNOUT CLOSING
<Table>
<Caption>
LEASE LEASE
ANNUAL MONTHLY RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT BASE RENT PER SQ. FOOT DATE DATE
- -----------------------------------------------------------------------------------------------------------------------------------
Linen's N Things (Under Const) (Earnout) 28,000 308,000.00 25,???.?7 $ 11.00 July-04 January-16
Totals 28,000 308,000.00
Grand Totals 312,??4 3,292,?84.00
</Table>
PAVILIONS AT KINGS GRANT
INITIAL CLOSING
<Table>
<Caption>
LEASE LEASE
ANNUAL MONTHLY RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT BASE RENT PER SQ. FOOT DATE DATE
- -----------------------------------------------------------------------------------------------------------------------------------
Toys R Us (Ground Lease) 49,000 125,000.00 10,416.?7 $ 2.55 October-02 October-12
Jared Jewelers ?,000 220,020.00 18,335.00 $ 38.?7 August-02 January-23
Panora Bread ?,?08 10?,378.00 9,114.?7 $ 19.50 November-03 October-13
Radio Shack 2,400 40,?00.00 3,400.00 $ 17.00 March-03 April-08
Olive Garden (Ground Lease) 8,500 80,000.00 ?,???.?7 $ 9.41 April-02 April-12
Red Lobster (Ground Lease) 7,500 80,000.00 ?,???.?7 $ 10.87 May-02 May-12
Bank of America (ATM) 14,400.00 1,200.00
Totals 79,009 ???,???.00
</Table>
EARNOUT CLOSING
<Table>
<Caption>
LEASE LEASE
ANNUAL MONTHLY RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT BASE RENT PER SQ. FOOT DATE DATE
- -----------------------------------------------------------------------------------------------------------------------------------
Toys R Us (Ground Lease) 125,000.00 10,416.?7 $ 2.55 October-02 October-12
Totals 12?,000.00
Grand Totals 79,009 794,00?.00
</Table>
<Page>
"EXHIBIT C"
<Table>
<Caption>
NEW DEC. '01
ORIGINAL NEW ORIGINAL TOTAL CLOSING
PROPERTY Estimated Closing Dates SQ. FT. SQ. FT. PRICE PRICE PRICE
- -------------------------------------------------------------------------------------------------------------------------
1. Barret 0 0 $ 0 $ 0 $ 0
2. Venture
Duluth, GA Est. 12/21/2001 394,820 384,020 $ 25,602,205 $ 20,314,789 $ 26,314,788
3 Hiram 0 0 $ 0 $ 0 $ 0
4 Douglas
Douglasville, GA Est. 12/14/2001 267,704 267,764 $ 27,159,810 $ 27,100,010 $ 27,159,810
5 Southlake
Morrow, GA Est. 12/28/2001 607,748 525,018 $ 81,275,180 [ILLEGIBLE] $ 65,897,835
6 Turkey Est. PH 12/28/2001 - 1/11/2002 230,280 272,803 $ 29,123,001 $ 32,611,779 $ 22,03?,0?1
Knoxville, TN
Est. PH 04/30/2002 - 09/30/2002
7 Westside Est. 04/30/2002 487,001 604,004 [ILLEGIBLE] [ILLEGIBLE]
Huntsville, AL
SUBTOTAL $ 199,256,265 $ 208,040,716
8 Fayetteville Est. 12/28/2001 - 1/11/2002 271,858 $ 28,882,874 $ 2?,?62,874
Fayetteville, NC
9 Sarasota Est. 12/20/2001 - 1/25/2002 323,519 $ 40,0??,000 $ 40,008,000
Sarasota, FL
TOTAL 1,847,053 2,458,774 $ 189,256,265 $ 277,081,890 $ 210,402,167
10 Newnan Est. February 23, 2002 481,004 $ 8,288,000
----------- -------------
2,979,775 316,314,560
11 Barrett April 25, 2003 - 400,?? - [ILLEGIBLE] -
12 Heritage May 15, 2003 - 282,033 - [ILLEGIBLE] -
13 Hiram May 30, 2003 - 387,407 - [ILLEGIBLE] -
4,070,873 [ILLEGIBLE]
14 Fayette
[ILLEGIBLE] ??? through 7/30/03 - 1,14,003 - [ILLEGIBLE] -
----------- -------------
?,485,276 $ 658,284,537
----------- -------------
15 Newnan Crossing December 30, 2003 - 212,804 - 48,212,575 -
16 Pavilion at
[ILLEGIBLE] December 30, 2003 - 79,009 - 9,?32,450 -
5,877,279 $ 711,439,683
----------- -------------
<Caption>
ADDITIONALLY
AMENDED 12/3/01 FURTHER AMENDED AMENDED
REVISED 11/28/01 4/3/03, 8/24/03 12/18/03
--------------------------------------------------------
JAN. '02 APRIL '02 JULY '02 SEPT. '02
CLOSING CLOSING CLOSING CLOSING
PROPERTY PRICE PRICE PRICE PRICE
- ---------------------------------------------------------------------------------------------
1. Barret $ 0 $ 0 $ 0 $ 0
2. Venture
Duluth, GA
3 Hiram $ 0 $ 0 $ 0 $ 0
4 Douglas
Douglasville, GA
5 Southlake construction
Morrow, GA loan or earnout
6 Turkey Commit to Purchase
Knoxville, TN $ 10,672,668
7 Westside Commit to Purchase
Huntsville, AL $ 5?,0??,735
SUBTOTAL
8 Fayetteville
Fayetteville, NC
9 Sarasota
Sarasota, FL
TOTAL $ 0 $ 86,629,423 $ 0 $ 0
10 Newnan Feb. 28
30,283,000
11 Barrett - - - -
12 Heritage - - - -
13 Hiram - - - -
14 Fayette
[ILLEGIBLE], GA - - - -
15 Newnan Crossing - - - -
16 Pavilion at
[ILLEGIBLE] - - - -
</Table>
<Page>
Fayette I and II
Contract Amendment
AMENDMENT TO CONTRACT
THIS AMENDMENT TO CONTRACT (the "Amendment") is made and entered into as of
the 3rd day of September 2003, by and between Thomas Enterprises, Inc. ("TEI"),
and Fourth Quarter Properties I, Inc. ("FQPI") and Stan Thomas, individually
("Thomas") (collectively, "SELLER"), and Inland Real Estate Acquisitions, Inc.,
an Illinois corporation ("PURCHASER").
W I T N E S S E T H:
WHEREAS, TEI, FQPI and Purchaser entered into that certain agreement having
a date of November 29, 2001, and accepted on November 30, 2001, as amended by
amendments dated December 6, 2001 (as to Newnan Pavilion), and April 8, 2003 (as
to Heritage, Hiram and Barrett), and June 24, 2003 (as to Fayette Pavilion
Phases I and II (the "Fayette I and II Property"), and Fayette Pavilion III)
(the "Fayette Contract Amendment") (collectively, the "Contract"), for the sale
and purchase of the properties therein described.
WHEREAS, Purchaser and Seller have mutually agreed to amend certain
provisions of the Contract.
NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller agree as follows:
1. The Fayette Contract Amendment is attached hereto as Exhibit A, and
made a part hereof.
2. The eleventh (11th) paragraph of the Fayette Contract Amendment is
hereby amended by deleting: "...July 30, 2003.." and substituting:
"September 3, 2003" in its place.
3. The fourteenth (14th) paragraph of the Fayette Contract Amendment is
hereby deleted in its entirely and the following provision is
substituted in its place: "At Closing, Seller shall credit Purchaser
in the sum of Seven Million and no/100 Dollars ($7,000,000.00) as and
for the estimated amount of prepayment penalty which will be due and
payable to Seller's existing lender (the "Prepayment Credit"). Payment
of the Prepayment Credit by Seller to Purchaser shall forever release
Seller for any payment responsibility therefor."
4. The sixteenth (16th) paragraph of the Fayette Contract Amendment is
hereby deleted in its entirely and the following provision is
substituted in its place: "At Closing, Seller shall credit Purchaser
in the sum of Five Million Eighty-
<Page>
Fayette I and II
Contract Amendment
seven Thousand and no/100 Dollars ($5,087,000.00) as and for the
amount of forward loan commitment fee payable by Purchaser to
Purchaser's lender."
5. Seller and Purchaser hereby agree that the purchase and sale of the
Fayette I and II Property shall be accomplished by: (i) FQPI
conveying its fee interest to Inland Southeast Fayette I and II, a
Delaware limited liability company (the "LLC") with Thomas as the
managing member thereof and the owner of a fifty-one percent (51%)
member interest, and FQPI the owner of a forty-nine percent (49%)
member interest, and (ii) FQPI initially selling and conveying
ninety-nine percent (99%) of its forty-nine percent (49%) member
interest in and to the LLC to Inland Retail Real Estate Limited
Partnership (IRRELP), (iii) Thomas thereafter conveying his fifty-one
percent (51%) member interest in and to the LLC to IRRELP, and (iv)
FQPI thereafter conveying its remaining one percent (1%) interest of
its forty-nine percent (49%) interest in and to the LLC to IRRELP.
6. Except as modified by this Amendment, the Contract shall remain
unmodified and in full force and effect.
7. This Amendment may be executed in one or more counterparts, each of
which shall constitute an original and all of which taken together
shall constitute one agreement. Each person executing this Amendment
represents that such person has full authority and legal power to do
so and bind the party on whose behalf he or she has executed this
Amendment. Any counterpart to this Amendment may be executed by
facsimile copy and shall be binding on the parties.
IN WITNESS WHEREOF, Purchaser and Seller do hereby execute this Agreement as of
the date first written above.
PLEASE SEE FOLLOWING PAGE FOR SIGNATURES
2
<Page>
Fayette I and II
Contract Amendment
SELLER:
THOMAS ENTERPRISES, INC.
By: /s/ Stanley E. Thomas
--------------------------------
Name: Stanley E. Thomas
------------------------------
Its: President
-------------------------------
FOURTH QUARTER PROPERTIES I, INC.
By: /s/ Stanley E. Thomas
--------------------------------
Name: Stanley E. Thomas
------------------------------
As Its: President
-----------------------------
/s/ Stan Thomas
------------------------------------
Stan Thomas, Individually
PURCHASER:
INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation
By: /s/ G. Joseph Cosenza
--------------------------------
G. Joseph Cosenza, President
Amendment to Contract
3
<Page>
FAYETTE PAVILION
PHASES I, II & III
AMENDMENT
This FAYETTE Pavillion, Fayetteville, Georgia Amendment ("FAYETTE
Amendment") by and among Thomas Enterprises, Inc., ("Thomas"), Fourth Quarter
Properties, I, Inc. and Fourth Quarter Properties XII, LLC (collectively,
"Seller") and Inland Real Estate Acquisitions, Inc., or its nominee,
("Purchaser") amends and modifies that certain agreement, (the "Agreement")
dated November 29, 2001, and accepted on November 30, 2001, (the "Agreement") as
amended by the Newnan Pavilion Amendment on December 6, 2001, by Thomas and the
owners of the original properties (the "Original Properties") as described as
Property 2 and Properties 4-10 in the Agreement, and as further amended on April
8, 2003 for the Barrett, Heritage, and Hiram properties.
Seller hereby agrees to sell and Purchaser hereby agrees to purchase the
FAYETTE Pavilion, Phase I, II & III Shoping Center containing approximately
1,414,608 sq. ft. located in Fayetteville, Georgia (the "FAYETTE Property"),
described on the Site Plan attached hereto as Exhibit A-14 and containing the
leases listed on Exhibit B-14 attached hereto for a purchase price of
$176,5?5,1?5 and otherwise in accordance with the terms of the Agreement.
Accordingly, the Purchase Price set forth in Paragraph 1 of the Agreement is
hereby changed from $277,031,590, as amended to $316,314,590 as further amended
to $481,759,402 and now to $658,294,537. The closing date for the Fayette
Properties shall be on or before July 15, 2003 for Phase III, and on or before
July 30, 2003 for Phase I & II, and the order of closing set forth in Paragraph
21 of the Agreement is amended to add the FAYETTE Pavilion Properties after the
closings of all of the Original Properties, and the Newnan Property, except for
those earnouts described in Exhibit D to the Agreement.
All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the FAYETTE
Properties in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the FAYETTE Properties. Likewise, all of
Purchaser's rights of inspection, representations, warranties, obligations and
indemnities under the Agreement shall apply to the FAYETTE Properties in the
same manner as applied to the Original Properties, including Newnan. All
conditions and contingencies to Purchaser's rights and obligations to purchase
the Original Properties, including Newnan, shall apply to the the FAYETTE
Properties.
Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
attached to this the FAYETTE Amendment.
Exhibit D to the Agreement is hereby amended to add a reference to the the
FAYETTE Properties (Exhibit B-14), in both paragraphs thereof.
The Capitalization Rate applicable to the FAYETTE Properties is 7.6192%,
and the Purchase Price will be decreased or increased at the closing in
accordance with the terms of the first paragraph of Exhibit D as amended hereto
for the the FAYETTE Properties. For eighteen (18) months following the closing
of the the FAYETTE Properties, Purchaser will pay an amount to Seller for new
tenants of build-out vacant space in accordance with the second paragraph of
Exhibit D.
Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the the
FAYETTE Properties.
NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE PROPERTIES
WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
2) NOT BE PART OF THE MASTER FUND AGREEMENT.
THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
SHALL BE APPLICABLE.
IN THE AGREEMENT PARAGRAPH 20, IS HEREBY AMENDED TO INCREASE THE TERM FROM
3 YEARS TO 5 YEARS AND SHALL INCLUDE THE FAYETTE PROPERTIES.
FAYETTE Phase III shall close on or before July 15, 2003, and Phases I & II
shall close on or before July 30, 2003
FAYETTE Phase III shall be an all cash transaction.
FAYETTE Phase I & II, Purchaser will purchase subject to an existing first
mortgage (SUBJECT TO LENDER'S APPROVAL) in the approximate amount of
$47,694,37, with Seller paying all lender fees and costs.
At closing, Seller shall place in Purchaser's escrow, the total pre-payment
penalty expected to be required in December, 2004, at the time of the
payoff of the existing financing. Said calculation for the pre-payment
penalty shall utilize as it's basis, the appropriate treasury rate, (one
day before the FAYETTE closing) for the period commencing December, 2004
through the end of the term of the existing first mortgage. That amount is
expected to be approximately $7,000,000. It is understood that at the time
that the existing first mortgage is paid off, if the pre-payment penalty is
less than the amount escrowed, then the Seller shall receive any balance
left in the escrow, including interest, after the full pre-payment penalty
is paid, and likewise, if the pre-payment penalty is in excess of the
amount Seller originally escrowed with Purchaser, then Thomas Enterprises,
Inc., shall be liable and pay the difference required at the time of the
payoff.
In addition, Seller will place in Purchaser's escrow at closing, the entire
amount of Principal Payments from the day of closing through December 2004,
that would be required by the existing first mortgagee, Purchaser, on a
monthly basis, can draw from that escrow the amount required to pay the
Principal each month. At the time of the payoff of the existing first
mortgage, Purchaser will reimburse Seller for the amount of this escrow AND
ALL ACCRUED INTEREST.
At the initial closing, Seller shall pay to Purchaser's lender, the total
amount of the forward commitment fee required in order to refinance the
existing first mortgage in December of 2004. This amount is expected to be
approximately $2,100,000 to $2,300,000.
NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR ON EXHIBIT D OF THE
AGREEMENT WITH REGARDS TO THE RETAIL SPACE FORMERLY OCCUPIED BY DECOR
CONTAINING APPROXIMATELY 75,625 SQ. FT. SELLER SHALL HAVE 24 MONTHS FOR
THIS SPACE FOR AND EARNOUT.
Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.
<Table>
PURCHASER: SELLER: SELLER:
INLAND REAL ESTATE THOMAS ENTERPRISES, INC. FAYETTE Pavilion Phase III
ACQUISITION, INC
or its Nominee By: /s/ Stan Thomas FOURTH QUARTER PROPERTIES XII, LLC
----------------------------
By: /s/ G. Joseph Cosenza Its: President By: /s/ Stan Thomas
------------------------ ---------------------------- -------------------------------
Its: President Date: 6/26/03 Its: President
----------------------- --------------------------- ------------------------------
Date: June 24, 2003 Date: 6/26/03
---------------------- ------------------------------
SELLER:
FAYETTE Pavilion Phases I & II
FOURTH QUARTER PROPERTIES I, INC.
By: /s/ Stan Thomas
----------------------------
Its: Manager
---------------------------
Date: 6/26/03
--------------------------
</Table>
<Page>
EXHIBIT A-14
[GRAPHIC]
<Page>
BARRETT PAVILION, PHASE I, II, III & IV.
HERITAGE PAVILION
HIRAM PAVILION PHASE I & II
AMENDMENT
This Barrett Pavilion, Phase I, II, III & IV and Heritage Pavilion and
Hiram Pavilion Phase I & II Amendment ("Barrett, Heritage, Hiram Amendment") by
and among Thomas Enterprises, Inc., ("Thomas"), Barrett Pavilion Company, Inc.,
Fourth Quarter Properties VIII, Inc., Fourth Quarter Properties, Inc., Fourth
Quarter Properties, XXI, L.L.C. and Fourth Quarter Properties, XXXVII, L.L.C.
(collectively, "Seller") and Inland Real Estate Acquisitions, Inc., or its
nominee, ("Purchaser") amends and modifies that certain agreement, (the
"Agreement") dated November 29, 2001, and accepted on November 30, 2001, (the
"Agreement") as amended by the Newnan Pavilion Amendment on December 6, 2001,
by Thomas and the owners of the original properties (the "Original Properties")
as described as Property 2 and Properties 4-10 in the Agreement.
Seller hereby agrees to sell and Purchaser hereby agrees to purchase those
certain shopping center properties containing approximately 460,555 sq. ft.
located in Kennesaw, Georgia (the "Barrett Property"), 262,988 sq. ft. located
in Smyna, GA (the "Heritage Property") and ?67,407 sq. ft. located in Hiram, GA
(the "Hiram Property") described on the Site Plans attached hereto as Exhibit
A-11, A-12 and A-13 and containing the leases listed on Exhibit B-11, B-12 and
B-13 attached hereto for a purchase price of $80,000,000 for Barrett and
$39,986,612 for Heritage and $45,508,000 for Hiram (collectively $165,444,812)
and otherwise in accordance with the terms of the Agreement. Accordingly, the
Purchase Price set forth in Paragraph 1 of the Agreement is hereby changed from
$277,031,590, as amended to $316,314,590 and now to $481,759,402. The closing
date for the Barrett Property shall be on or before April 25, 2003 and for the
Heritage Property on or before May 15, 2003 and for the Hiram Property on or
before May 30, 2003, and the order of closing set forth in Paragraph 21 of the
Agreement is amended to add the Barrett, Heritage, and Hiram Properties after
the closings of all of the Original Properties, and the Newnan Property, except
for those earnouts described in Exhibit D to the Agreement.
All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the Barrett,
Heritage, and Hiram Properties in the same manner as applied to the Original
Properties and all of Seller's representations, warranties, obligations and
indemnities under the Agreement shall also apply to the Barrett, Heritage, and
Hiram Properties. Likewise, all of Purchaser's rights of inspection,
representations, warranties, obligations and indemnities under the Agreement
shall apply to the Barrett, Heritage, and Hiram Properties in the same manner as
applied to the Original Properties, including Newnan. All conditions and
contingencies to Purchaser's rights and obligations to purchase the Original
Properties, including Newnan, shall apply to the Barrett, Heritage, and Hiram
Properties.
Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
attached to this Barrett, Heritage, and Hiram Amendment.
Exhibit D to the Agreement is hereby amended to add a reference to the
Barrett, Heritage, and Hiram Properties (Exhibit B-11, B-12, and B-13) in
both paragraphs thereof.
The Capitalization Rate applicable to the Barrett Property is 8.2958%, and
to the Heritage Property is 8.1929%, and to the Hiram Property is 8.098% and the
Purchase Price will be decreased or increased at the closing in accordance with
the terms of the first paragraph of Exhibit D as amended hereto for the Barrett,
Heritage, and Hiram Properties. For eighteen (18) months following the closing
of the Barrett, Heritage, and Hiram Properties, Purchaser will pay an amount to
Seller for new tenants of build-out vacant space in accordance with the second
paragraph of Exhibit D (but in no event in an amount more than the amount for
the Barrett, Heritage, and Hiram Properties set forth in Paragraph 2 of the
Barrett, Heritage, and Hiram Amendment and as listed on Exhibit C).
Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
Barrett, Heritage, and Hiram Properties.
NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE 3 PROPERTIES
WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
2) NOT BE PART OF THE MASTER FUND AGREEMENT.
THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
SHALL BE APPLICABLE TO HIRAM.
THE PARAGRAPH IN THE AGREEMENT HAVING TO DO WITH THE FIRST RIGHT OF REFUSAL
ON HIRAM IS HEREBY DELETED.
IN THE AGREEMENT PARAGRAPH 20, IS HEREBY AMENDED TO INCREASE THE TERM FROM
3 YEARS TO 5 YEARS AND SHALL INCLUDE BARRETT, HERITAGE AND HIRAM.
IN HIRAM THE ONLY OUTLET INCLUDED IS O'CHARLEY'S.
Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.
<Table>
PURCHASER: SELLER: HERITAGE SELLER:
INLAND REAL ESTATE THOMAS ENTERPRISES, INC. FOURTH QUARTER PROPERTIES, INC.
ACQUISITION, INC
or its Nominee By: /s/ Stan Thomas By: /s/ Stan Thomas
---------------------------- -----------------------------
By: /s/ G. Joseph Cosenza Its: President Its: President
------------------------ ---------------------------- ----------------------------
Its: President Date: 4/8/03 Date: 4/8/03
----------------------- --------------------------- ---------------------------
Date: 4/8/03
----------------------
BARRETT SELLER: HIRAM SELLER:
BARRETT PAVILION COMPANY, INC. FOURTH QUARTER PROPERTIES, XXI, L.L.C. AND
FOURTH QUARTER PROPERTIES VIII, FOURTH QUARTER PROPERTIES, XXXVII.
INC.
By: /s/ Stan Thomas By: /s/ Stan Thomas
---------------------------- ----------------------------
Its: Manager Its: Manager
--------------------------- ---------------------------
Date: 4/8/03 Date: 4/8/03
-------------------------- --------------------------
</Table>
<Page>
"EXHIBIT C"
AMENDED 12/3/01 FURTHER AMENDED
REVISED 11/28/01 4/3/03
<Table>
<Caption>
NEW DEC. '01 JAN. '02
Estimated ORIGINAL NEW ORIGINAL TOTAL CLOSING CLOSING
PROPERTY Closing Dates SQ. FT. SQ. FT. PRICE PRICE PRICE PRICE
- ------------------------------------------------------------------------------------------------------------------------
1 Barrett 0 0 $ 0 $ 0 $ 0 $ 0
2 Venture Est. 12/21/2001 334,620 334,620 $ 25,862,205 $ 28,314,769 $ 28,314,789
Duluth, GA
3 Hiram 0 0 $ 0 $ 0 $ 0 $ 0
4 Douglas Est. 12/14/2001 267,764 267,764 $ 27,159,610 $ 27,159,610 $ 27,159,610
Douglasville,
GA
5 Southlake Est. 12/28/2001 507,748 523,848 $ 61,275,188 $ 65,897,803 $ 65,897,803
Morrow, GA
6 Turkey Est. Ph. I:
Knoxville, TN 12/28/2001 - 1/11/2002
Est. Ph. II:
04/30/2002 - 09/30/2002 239,260 272,800 $ 29,123,691 $ 32,611,779 $ 22,039,091
7 Westside Est. 04/30-09/30/2002 497,661 504,364 $ 55,835,571 $ 56,056,735
Huntsville, AL ------------- -------------
SUBTOTAL $ 199,256,265 $ 208,040,716
8 Fayetteville Est. 12/28/2001 -
Fayetteville, 1/11/2002 271,859 $ 28,982,874 $ 28,982,874
NC
9 Sarasota Est. 12/28/2001 -
Sarasota, FL 1/25/2002 323,519 $ 40,008,000 $ 40,008,000
TOTAL 1,847,053 2,498,774 $ 199,258,265 $ 277,031,590 $ 210,402,167 $ 0
481,004 39,283,000
10 Newnan Est. February 28, 2002 --------- ------------- Feb. 28
2,979,778 316,314,590 39,283,000
11 Barrett April 25, 2003 - 460,555 - $ 80,000,000 - -
12 Heritage May 15, 2003 - 262,933 - $ 39,936,612 - -
13 Hiram May 30, 2003 - 367,407 - $ 45,508,000 - -
4,070,673 481,759,402
<Caption>
APRIL '02 JULY '02 SEPT. '02
CLOSING CLOSING CLOSING
PROPERTY PRICE PRICE PRICE
- -------------------------------------------------------------
1 Barrett $ 0 $ 0 $ 0
2 Venture
Duluth, GA
3 Hiram $ 0 $ 0 $ 0
4 Douglas
Douglasville,
GA
5 Southlake construction
Morrow, GA loan or earnout
6 Turkey Commit to Purchase
Knoxville, TN $ 10,572,688
7 Westside Commit to Purchase
Huntsville, AL $ 56,056,735
SUBTOTAL
8 Fayetteville
Fayetteville,
NC
9 Sarasota
Sarasota, FL
TOTAL $ 66,629,423 $ 0 $ 0
10 Newnan
11 Barrett - - -
12 Heritage - - -
13 Hiram - - -
</Table>
<Page>
"EXHIBIT A-11"
[GRAPHIC]
<Page>
"EXHIBIT A-12"
[GRAPHIC]
<Page>
"EXHIBIT A-13"
[GRAPHIC]
<Page>
4/3/2003
EXHIBIT B-11
BARRETT PAVILION - KENNESAW, GEORGIA
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- -------------------------------------------------------------------------------------------------------------------------------
Shadow Anchored by a 117,000 SF Target
PHASE I & II
Media Play (Best Buy) 49,412 439,767.00 $ 8.90 October-94 January-15
Old Navy 20,000 270,000.00 $ 13.50 February-95 February-05
The School Box 36,531 310,514.00 $ 8.50 January-00 January-05
Goody's 35,573 355,730.00 $ 10.00 May-96 May-11
Shoe Carnival 10,000 131,400.00 $ 13.14 October-94 January-05
Goody's Expansion 9,735 97,350.00 $ 10.00 May-01 May-11
Ulta III 8,784 114,192.00 $ 13.00 November-94 November-04
PHASE III
JoAnn's 46,000 425,500.00 $ 9.25 May-00 January-11
AMC Theater 94,774 2,723,805.00 $ 28.74 July-99 June-19
Golfsmith 26,021 299,242.00 $ 11.50 July-98 July-13
Terri's Furnishings (25 Stores) 18,000 171,000.00 $ 9.50 May-00 March-10
Bailey's Pub 10,500 178,710.00 $ 17.02 February-02 November-11
The Melting Pot 4,500 76,500.00 $ 17.00 May-02 April-12
TED'S MONTANNA GRILL (EARNOUT) 3,600 57,600.00 $ 16.00 MAY-03 NOVEMBER-07
PIZZA PARLOR (EARNOUT) 2,825 47,600.00 $ 16.85
MARBLE SLAB (EARNOUT) 1,400 25,200.00 $ 18.00 MAY-03 NOVEMBER-07
PHASE IV
HOME GOODS (TJX) (OPENED) 25,000 262,500.00 $ 10.50 APRIL-03 JANUARY-13
Landry's 9,900 95,000.00 $ 9.60 June-99 May-14
H.H.GREGG (OPENED) 30,000 300,000.00 $ 10.00 APRIL-03 JANUARY-18
AMBUSH (LEASED) 12,000 162,000.00 $ 13.50 JULY-03 JANUARY-08
Rafferty's 6,000 93,000.00 $ 15.50 July-99 *July-09
TOTALS 460,555 6,636,610.00
</Table>
<Page>
4/3/2003
EXHIBIT B-12
HERITAGE PAVILION - SMYRNA, GEORGIA
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- -------------------------------------------------------------------------------------------------------------------------------
PetSmart 25,589 339,310.00 $ 13.26 September-95 January-16
TJ Maxx 50,401 428,409.00 $ 8.50 August-00 August-10
Media Play (Best Buy) 48,729 487,292.00 $ 10.00 August-95 January-16
Marshall's 30,688 345,240.00 $ 11.25 October-95 January-11
Hifi Buys (Tweeter) 20,072 366,314.00 $ 18.25 September-95 September-10
Cost Plus 18,750 384,375.00 $ 20.50 October-95 October-10
Michael's 17,020 280,830.00 $ 16.50 October-95 January-11
Rhodes 42,934 472,274.00 $ 11.00 August-95 August-15
Ulta III 8,750 148,750.00 $ 17.00 September-95 September-05
ATM 19,200.00 November-02 November-07
TOTALS 262,933 3,271,994.00
</Table>
<Page>
4/3/2003
EXHIBIT B-13
HIRAM PAVILION - HIRAM, PAVILION
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- -------------------------------------------------------------------------------------------------------------------------------
SHADOW ANCHORED BY SUPER TARGET,
SAM'S CLUB & HOME DEPOT
PHASE I
Kohl's (Ground Lease) 86,584 359,324.00 $ 4.15 March-01 January-22
Ross 30,187 316,964.00 $ 10.50 December-01 January-12
Famous Footwear 12,000 162,000.00 $ 13.50 November-01 January-12
KB Toys 5,000 70,000.00 $ 14.00 May-02 May-07
Hibbett's 5,000 70,000.00 $ 14.00 January-03 January-08
Atlanta Bread 4,500 81,000.00 $ 18.00 April-02 April-12
Washington Mutual 3,750 75,000.00 $ 20.00 July-02 July-07
Payless Shoesource 2,800 47,600.00 $ 17.00 March-02 March-12
Electronic Boutique 1,800 30,600.00 $ 17.00 November-02 November-07
Sally Beauty 1,500 26,250.00 $ 17.50 February-02 January-07
Fantastic Sam's 1,400 24,150.00 $ 17.25 March-02 March-07
Goody's 40,000 360,000.00 $ 9.00 August-01 August-16
Vacant Shops (Under Negotiation) 8,400 117,600.00 $ 14.00 January-03 January-08
O'Charley's (Ground Lease) 7,000 70,000.00 $ 10.00 March-02 March-17
Mattress Firm 4,000 73,200.00 $ 18.30 August-02 March-12
Vacant (Under Negotiation) 3,000 58,500.00 $ 19.50 June-03 January-08
Lemstone 2,500 41,250.00 $ 16.50 December-01 December-06
Vacant (Under Negotiation) 2,400 38,400.00 $ 16.00 June-03 January-08
Johnny's Ny Pizza 2,300 40,250.00 $ 17.50 February-02 February-07
Vacant (Under Negotiation) 2,100 37,800.00 $ 18.00 June-03 January-08
Collins Jewelry 1,600 28,800.00 $ 18.00 July-02 July-07
Regal Nails 1,400 27,300.00 $ 19.50 August-02 August-07
Southeast Wireless 1,400 25,200.00 $ 18.00 August-02 August-07
Herb & Vitamin Depot 1,200 19,200.00 $ 16.00 October-02 November-07
Planet Smoothie 1,200 21,600.00 $ 18.00 July-02 July-07
PHASE II
Marshall's 30,000 225,000.00 $ 7.50 November-01 January-12
Linens N Things (Not Built/Earnout) 28,000 308,000.00 $ 11.00 September-03 April-17
Michael's 24,000 237,600.00 $ 9.90 January-03 January-13
Petsmart 15,336 164,862.00 $ 10.75 January-03 January-18
Pier 1 10,000 147,500.00 $ 14.75 February-03 April-13
Dollar Tree 10,000 100,000.00 $ 10.00 October-02 November-07
Rack Room 8,050 128,800.00 $ 16.00 August-02 January-10
Vacant Shops (Under Negotiation) 5,000 87,500.00 $ 17.50 June-03 April-08
Tequila Mexican Restaurant 4,000 64,000.00 $ 16.00 June-03 April-08
Totals 367,407 3,685,250.00
</Table>
<Page>
[INLAND LOGO]
Inland Real Estate Acquisitions, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60573
630-218-8000
December 11, 2001
Mr. Stan Thomas
Thomas Enterprises, Inc.
300 Village Green Circle, Suite 200
Smyrna, GA 30080
Dear Stan:
I think it is probably smart that we execute an extension that we talked about
on the closing of Douglasville and Venture, which shall amend our Agreement. It
is understood and agreed that the Douglasville closing originally scheduled for
December 14, 2001 has now been extended to December 20th. In addition, we will
attempt to close Venture Pointe on Thursday, December 20th. However, we agree
that both closings can occur on Friday December 21, 2001 by 12:00pm E.S.T.,
according to the terms of the Agreement, if we do not succeed in closing these
properties on December 20, 2001.
Sincerely,
Accepted and Agreed: INLAND REAL ESTATE ACQUISITIONS, INC.
Thomas Enterprises, Inc.
By /s/ Stan Thomas /s/ G. Joseph Cosenza
-------------------- G. Joseph Cosenza
Stan Thomas President
President
Date: 12/12/01
-------------
dh
[GRAPHIC]
WE'RE BUYING REAL ESTATE
<Page>
NEWNAN PAVILION AMENDMENT
This Newnan Pavilion Amendment ("Amendment") by and between Thomas
Enterprises, Inc., ("Thomas") and FOURTH QUARTER PROPERTIES XVII, L.L.C.
(collectively, "Seller") and Inland Real Estate Acquisitions, Inc., or its
nominee, ("Purchaser") amends and modifies that certain agreement (the
"Agreement") dated November 29, 2001, and accepted on November 30, 2001, by
Thomas and the owners of the original properties (the "Original Properties") as
described as Property 2 and Properties 4-9 in the Agreement.
Seller hereby agrees to sell and Purchaser hereby agrees to purchase that
certain shopping center property containing approximately 481,004 square feet
located in Newnan, Georgia (the "Newnan Property") described on the Site Plan
attached hereto as Exhibit A-10 and containing the leases listed on Exhibit B-10
attached hereto for a purchase price of $39,283,000 and otherwise in accordance
with the terms of the Agreement. Accordingly, the Purchase Price set forth in
Paragraph 1 of the Agreement is hereby changed from $277,031,590 to
$316,314,590. The closing date for the Newnan Property shall be on or before
February 28, 2002, and the order of closing set forth in Paragraph 21 of the
Agreement is amended to add the Newnan Property after the closings of all of the
Original Properties except for Turkey Creek Phase II, Westside Centre Shopping
Center and the earnouts described in Exhibit D to the Agreement.
All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the Newnan
Property in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the Newnan Property. Likewise, all of Purchaser's
rights of inspection, representations, warranties, obligations and indemnities
under the Agreement shall apply to the Newnan Property in the same manner as
applied to the Original Properties. All conditions and contingencies to
Purchaser's rights and obligations to purchase the Original Properties shall
apply to the Newnan Property. But not withstanding the foregoing. Thomas and
Seller disclose that the Home Depot Ground Lease is subject to purchase right as
set forth in such Ground Lease, and parties agree that the representations and
warranties in the agreement are revised accordingly.
Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
attached to this Amendment.
Exhibit D to the Agreement is hereby amended to add for all cases in which
Exhibits B referenced (including [ILLEGIBLE] the [ILLEGIBLE] Exhibits B-7 and
[ILLEGIBLE]) reference to the Newnan Property (Exhibit B-10) in both paragraphs
thereof.
The Capitalization Rate applicable to the Newnan Property is 9.9312% and
the Purchase Price will be decreased or increased at the closing in accordance
with the terms of the first paragraph of Exhibit D of the Newnan Property. For
eighteen (18) months following the closing of the Newnan Property, Purchaser
will pay an amount to Seller for new tenants of build-out vacant space in
accordance with the second paragraph of Exhibit D (but in no event in an amount
more than the amount for the Newnan Property set forth in Paragraph 1 of the
Agreement and as listed on Exhibit C).
Purchaser's obligation to provide construction financing and pay earnout
amounts as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
Newnan Property.
Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.
SELLER: PURCHASER:
INLAND REAL ESTATE THOMAS ENTERPRISES, INC.
ACQUISITIONS, INC., or its Nominee
By: /s/ G. Joseph Cosenza By: /s/ Stan Thomas
------------------------- -------------------------
Its: President Its: President
------------------------ ------------------------
Date: 12/6/01 Date: 12/6/01
----------------------- -----------------------
Fourth Quarter Prop. XVII. L.L.C.
By: /s/ Stan Thomas
-------------------------
Its: Manager
------------------------
Date: 12/6/01
-----------------------
<Page>
EXHIBIT A-10
[GRAPHIC]
<Page>
NEWNAN PAVILION
EXHIBIT B-10
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ.FOOT DATE DATE
- ------------------------------------------------------------------------------------------------------------------------------
A Home Depot GL 130,000 208,000.00 $ 1.?0
A Kohl's GL 86,584 432,920.00 $ 5.00
Kaufman [ILLEGIBLE] 6,600 121,843.00 $ 18.71
A Office Max 23,500 235,000.00 $ 10.00
Retail (Vacant?) Not In 1?,000 156,000.00 $ 9.75
A PETsMART 26,263 2?8,8?1.00 $ ?.85
A Goody's 27,?00 258,075.00 $ ?.25
A Goody's expansion 13,131 121,462.00 $ ?.25
Shoe Carnival 10,000 125,000.00 $ 12.50
Dress Barn 9,000 126,000.00 $ 14.00
Bath & Body Not In 3,600 66,600.00 $ 18.50
Famous Footwear ?,?00 6?,750.00 $ 12.60
CICI's Pizza Not In ?,500 54,800.00 $ ?.93
Hancock Fabrics Not In 10,000 82,500.00 $ 8.25
Parable Christian 6,000 93,000.00 $ 15.?0
Retail 5,000 70,000.00 $ 14.00
A Circuit City 32,008 ?94,872.00 $ 12.00
Retail 3,200 44,800.00 $ 14.00
A Ro?e Not In 30,000 316,000.00 $ 10.50
KayBee Toys Not In 6,000 70,000.00 $ 14.00
Powertel 3,600 65,988.00 $ 18.33
Great Clips 1,200 22,500.00 $ 18.75
The School Box 4,800 7?,200.00 $ 18.50
Mattress King 6,400 ?9,280.00 $ 13.?5
Top Na?l 1,200 23,400.00 $ 1?.60
North GA [ILLEGIBLE] 2,400 45,800.00 $ 1?.00
Perfume Depot 1,820 33,215.00 $ 1?.25
LaGrange Furniture 2,800 44,800.00 $ 16.00
Advance America 1200 21,000.00 $ 17.50
Bank of America AIM GL 17,?00.00
Ruby Tuesday GL 75,000.00
Longh?m GL 81,000.00
Total 401,004 3,901,296
</Table>
<Page>
AMENDED 12/3/01
"EXHIBIT C" REVISED 11/28/01
<Table>
<Caption>
NEW DEC. '01 JAN. '02
Estimated ORIGINAL NEW ORIGINAL TOTAL CLOSING CLOSING
PROPERTY Closing Dates SQ. FT. SQ. FT. PRICE PRICE PRICE PRICE
- -------------------------------------------------------------------------------------------------------------------
1 Barrett 0 0 $ 0 $ 0 $ 0 $ 0
2 Venture Est. 12/21/2001 33?.?20 334,?20 $ 25,862,205 $ 26,?14,76? $ 2?,314,789
Duluth, GA
3 Hiram 0 0 $ 0 $ 0 $ 0 $ 0
4 Douglas Est. 12/14/2001 2?7,7?4 ?67,7? $ 27,1?9,610 $ 27,1? ,?10 $ 27,15?,?10
Douglasville,
GA
5 Southlake Est. 12/2?/2001 507,748 523,848 $ 61,275,18? $ 65,897,?0? $ ?5,897,80?
Morrow, GA
6 Turkey Est. P?. ?: 12/2?/2001 239,2?0 272,?00 $ 29,123,6?1 $ 32,?11,779 $ 22,039,0?1
Knoxville, TN - 1/11/2002
Est. P?. ??:??/??/2002
- ?/30/2002
7 Westside Est. 04/20-09/?0/2002 4?7,661 504,364 $ 55,8?5,571 $ ?,056,73?
Huntsville, AL ------------- -------------
Subtotal $ 1??,256,265 $ 20?,040,71?
8 Fayetteville Est. 12/26/2001 271,?59 $ 28, ?2,874 $ 2?,9?2,?74
Fayetteville, - 1/11/2002
NC
9 Sarasota Est. 12/26/2001 323,519 $ 40,00?,000 $ 40, ?,000
Sarasota, FL - 1/25/2002
TOTAL 1,?47,053 2,498,774 $ 1??,25?,2?? $ 277,0?1,590 $ 210,402,1?7 $ 0
4??,??? 3?,283,000
10 Newnan Est. February 28, 2002 --------- ------------- Feb. 28
2??,??? 31?,314,5?0 39,???,000
<Caption>
APRIL '02 JULY '02 SEPT. '02
CLOSING CLOSING CLOSING
PROPERTY PRICE PRICE PRICE
- -------------------------------------------------------------
1 Barrett $ 0 $ 0 $ 0
2 Venture
Duluth, GA
3 Hiram $ 0 $ 0 $ 0
4 Douglas
Douglasville,
GA
5 Southlake [ILLEGIBLE]
Morrow, GA
6 Turkey [ILLEGIBLE] Purchase
Knoxville, TN
$10,572,688
7 Westside [ILLEGIBLE] Purchase
Huntsville, AL $58,055,735
Subtotal
8 Fayetteville
Fayetteville,
NC
9 Sarasota
Sarasota, FL
TOTAL $??,?2?,423 $ 0 $ 0
10 Newnan
</Table>
<Page>
[INLAND(R) LOGO]
Inland Real Estate Acquisitions, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
630-218-8000
November 30, 2001
Mr. Stan Thomas
Thomas Enterprises
300 Village Green Circle, Suite 200
Smyrna, GA 30080
Dear Stan:
It is understood by Inland that on Turkey Creek Phase II and Huntsville, the
closings could occur at any time between April 1, 2002 through September 30,
2002.
In Paragraph 14 of the Agreement, you shall have 5-days from today to complete
Exhibit E. Furthermore, Thomas Enterprises, Inc., has agreed to indemnify
purchaser on any threatened or pending litigation that is set forth on
Exhibit E.
In Paragraph 18 of the Agreement, it is understood and agreed that the Surveyor
only has to show utility lines to the extent they are visible or can be
established by existing plans and specifications.
As you know, I need an audit on each of the properties I purchase. It is
probably unlikely that my Auditors, KPMG could accomplish this before any of the
closings (although they may try on one or two of them). Therefore, what I really
need now is for you to sign the audit letter that we have agreed to, so that the
auditors can accomplish their tasks after the closings.
Sincerely,
INLAND REAL ESTATE ACQUISITIONS, INC.
Accepted:
Thomas Enterprises, Inc.
/s/ G. Joseph Cosenza
G. Joseph Cosenza
Vice Chairman
By: /s/ Stan Thomas
----------------------
Its: President
bap
[GRAPHIC]
WE'RE BUYING REAL ESTATE
<Page>
[INLAND(R) LOGO]
[GRAPHIC]
2901 Butterfield Road
Oak Brook, Illinois 60523 REAL ESTATE
630-218-8000 FOR THE NEXT CENTURY
REVISED
THOMAS ENTERPRISES, INC. (Seller) November 29, 2001
Attn: Stan Thomas
300 Village Green Circle - Suite 200
Smyrna, GA 30080
SEE ADDITIONAL SELLER'S ON SIGNATURE PAGE
PROPERTY 2: Venture Point Shopping Center
Located at Interstate 85 and Steve Reynolds Blvd., Duluth, GA., Containing
334,620 sq ft.
PROPERTY 4: Douglas Pavilion Shopping Center
Located at Douglas Blvd & Chapel Hill Road, Douglasville, GA., Containing
267,764 sq.ft.
PROPERTY 5: Southlake Pavilion Shopping Center, Phases III, IV & V
Located at 1900 Mt. Zion Road, Morrow, GA., Containing 523,848 sq.ft
PROPERTY 6: Turkey Creek Shopping Center
Located in Knoxville, TN., Containing 272,800 sq.ft. (see Exhibit C)
PROPERTY 7: Westside Centre Shopping Center
Located in Huntsville, AL., Containing 504,364 sq.ft.
PROPERTY 8: Fayetteville Pavilion Phase I and II
Located in Fayetteville, NC, Containing 271,859 sq.ft.
PROPERTY 9: Sarasota Pavilion Shopping Center
Located in Sarasota, FL, Containing 323,519 sq.ft.
Dear Stan:
This letter represents this corporation's offer to purchase Property
2, 4, 5, 6, 7, 8 and 9 as stated above, consisting of a total of 2,498,774
net rentable square feet, located in Duluth, Douglasville and Morrow, GA.,
Knoxville, TN. and Huntsville, AL., Fayetteville, NC and Sarasota, FL (see
Exhibits A2, A4 - A9 attached).
The above properties shall include all the land and buildings (excluding
all the buildings pertaining to ground leases) and common facilities, as well as
all personalty within the buildings and common areas, supplies, landscaping
equipment, and any other items presently used on the site and belonging to
owner.
This corporation or its nominee will consummate this transaction on the
following basis:
1. The total aggregate purchase price for Property 2, 3, 4, 5, 6, 7, 8
and 9 shall be $277,031,590.00, all cash, plus or minus prorations,
with no mortgage contingencies, to be paid by wire transfer at CLOSING
IN DECEMBER 2001, OR JANUARY 02, AS SET FORTH IN PARAGRAPH 21 AND
APRIL 2002-SEPTEMBER 2002 (AS PROVIDED IN EXHIBIT C). With respect to
Turkey Creek Phase II and the Westside Pavilion, closing shall occur
IN APRIL 2002, OR, AT SELLER'S ELECTION, IN SEPTEMBER 2002, WITH THE
BALANCE OF ANY PURCHASE PRICE TO BE PAID IN ACCORDANCE WITH EXHIBIT D,
PROVIDED THE CLOSING SHALL NOT OCCUR PRIOR TO TEN (10) DAYS FOLLOWING
COMPLETION OF CONSTRUCTION. (See Paragraphs 6 and 12 and Exhibit C)
<Page>
PAGE 2
Purchaser shall allocate the land, building and depreciable
improvements prior to closing.
The purchase price allocation for each property shall be: Venture
Point $26,314,789.00, Douglasville Pavilion $27,159,610.00, Southlake
Pavilion $65,897,803.00, Turkey Creek $32,611,779.00 (see Exhibit C),
Westside Centre $56,056,735.00, Fayetteville Pavilion $28,982,874.00
and Sarasota Pavilion $40,008,000.00.
See Exhibit D for the future Purchase Price earnout formula.
2. There are no real estate brokerage commissions involved in this
transaction. (Parties will make customary mutual indemnities at
closing)
3. Seller represents and warrants that the above referenced properties
are leased (or attempting to be leased to) to the tenants described on
Exhibits B2, B4-B9 on triple net leases covering the buildings
(except roof and structure) and all of the land, parking areas,
reciprocal easements and REA 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.
Seller will deliver copies of any new leases for the properties not
listed on Exhibits B2, B4-B9, at least five days prior to closing.
4. Seller warrants and represents (to the best of Seller's knowledge)
that the properties are free of violations, and the interior and
exterior structures are in a good state of repair, free of leaks and
structural problems, and the properties are 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 (and except for the fact that Linens' N Things has a first
right of refusal if the property converts to condominiums) or extend
(except such extensions provided in the leases), nor is there any
contemplated condemnation of any part of the property, (except for
approximately a half acre in Venture) nor are there any current or
contemplated assessments. Seller will use its best efforts to obtain
zoning letters for each property. Seller shall retain the title to the
billboard on the Venture property along the Interstate and Purchaser
shall grant an ingress and egress easement to such billboard.
5. Seller warrants and represents that the leases are triple net leases.
Prior to closing, Seller shall not enter into or extend any agreements
other than leases that can not be terminated at or prior to closing
without Purchaser's approval and any contract presently in existence
not accepted by Purchaser shall be terminated by Seller, WITH THE
EXCEPTION OF THOSE CONTRACTS DESCRIBED IN SECTION 20. Any work
presently in progress on the property shall be completed by Seller
prior to closing, or shortly thereafter.
6. It is understood that the Seller, shall be liable and responsible at
their sole cost and expense, to complete the construction of any work
contracted for by any agreements executed prior to closing of the
shopping centers and all of the land for which Purchaser is paying
full price at closing. Upon completion of said construction, Seller
shall be responsible for delivering final unconditional occupancy
permits which shall be issued from the Cities of Duluth, Douglasville,
and Morrow, GA, Knoxville, TN, Huntsville, AL, Fayetteville, NC and
Sarasota, FL and/or any required governmental agencies for the
shopping centers. Seller shall indemnify and warrants
<Page>
[ILLEGIBLE]
PAGE 3
and represents to Purchaser that Purchaser shall have no obligation
whatsoever regarding the construction of the above Venture Point,
Douglasville Pavilion, Southlake Pavilion, Turkey Creek, Westside
Centre, Fayetteville Pavilion and Sarasota Pavilion shopping centers
or placing the tenants into their rentable rental spaces.
Said construction shall be completed in total in accordance with all
the plans and specifications as accepted by the cities of Duluth,
Douglasville, Morrow, GA, Knoxville, TN, Huntsville, AL, Fayetteville,
NC and Sarasota, FL for the shopping centers. Completion shall be
deemed to have occurred after the Seller delivers to Purchaser a final
unconditional certificate of occupancies for each of the buildings, in
each of the shopping centers, and certificates for the properties
signed by the Seller that to the best of Seller's knowledge the
construction of each of the shopping centers has been fully completed
in accordance with the plans and specifications as agreed to by the
Cities of Duluth, Douglasville, Morrow, GA, Knoxville, TN, Huntsville,
AL, Fayetteville, NC and Sarasota, FL and all applicable governmental
rules, ordinances, regulations and requirements have been satisfied,
and each and every tenant, guarantor or subtenant has accepted their
space "as is" and take total possession and commences full rental
payments. Whether or not listed on any tenant's estoppel certificate,
Seller represents and warrants that it shall remain solely liable for
any and all "punch list" items that are raised by tenants within
twelve (12) months of accepting their space and shall be solely liable
for claims or requests made by tenants for the correction of defects,
provided that such liability shall apply only to those defects that
are covered by a third party warranty benefiting Seller that is in
effect at the time of the submission of a claim by a tenant.
Notwithstanding anything herein to the contrary, Seller shall retain
those rights under all third party warranties that apply to such
defects. In no event will Seller's obligations to repair defects
hereunder extend beyond the remaining time for the applicable warranty
period, which in no case may exceed one (1) year from the date of
closing of the respective Property. In no event shall Seller have any
liability for defects for tenant spaces older than one (1) year in any
property. Seller hereby represents and warrants to reimburse Purchaser
(to the extent of a claim by any tenant) and subject to the
limitations set forth above until any dispute as to a punch list item
or defect is resolved. Purchaser shall refund Seller to the extent
such offset of rent is ultimately paid by such tenant to Purchaser.
This Paragraph 6 is not contemplated to be a construction completion
guarantee for the properties unless a prior agreement to construct is
in existence.
7. Prior to closing Seller shall furnish Purchaser with estoppel letters
acceptable to Purchaser from all tenants.
8. Seller is responsible for payment of any leasing brokerage fees or
commissions which are due any leasing brokers for the existing leases
stated above.
9. 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 required by the leases FOR THOSE LEASES THAT
REQUIRE TENANTS AND GUARANTORS TO SUPPLY SELLER WITH SUCH
CERTIFICATES.
10. Seller shall supply to Purchaser 10 days prior to each closing, and
Seller shall pay for at each closing, 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 properties; in other words, a Level 1
environmental audit (and Level 2 audit, if required).
11. The above sale of each of the real estate properties shall be
consummated by conveyance of special or limited warranty deeds from
Seller to Purchaser's designee, with the Seller paying any city,
state, or county transfer taxes for the closing.
<Page>
[ILLEGIBLE]
PAGE 4
12. The closings shall occur through Chicago Title & Trust Company, in
Chicago, Illinois with Nancy Castro as Escrowee, according to the
schedule described in Section 1 above, at which time title to the
above properties shall be marketable; i.e., free and clear of all
liens, encroachments and encumbrances.
This offer is subject to Seller's delivering a customary Owner's
affidavit and Purchaser being able to obtain an ALTA form B owner's
title policies with complete extended coverage and required
endorsements, waiving off all new construction, including (3.1 zoning
including parking and loading docks, if available) and insuring all
improvements as legally conforming uses and not as non-conforming or
conditional uses, paid by Purchaser.
All warranties and representations are true now and will be true at
each closing and survive the closings for one (1) year.
Each party shall be paid in cash their respective credits, including,
but not limited to, security deposits, rent, (for those properties
closing in December, rents as of December 1 AND FOR THOSE PROPERTIES
CLOSING IN JANUARY, RENTS AS OF JANUARY 1ST) expenses with a proration
of real estate taxes based on the most recent bill or latest
assessment, or the estimated assessments for 2001 or 2002, AS
APPLICABLE 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. Purchaser SHALL reimburse Seller to
the extent such past due, unpaid, or delinquent rents OR ANY PAYMENTS
FOR CAM, TAXES OR INSURANCE FOR PERIODS PRIOR TO CLOSING ARE
SUBSEQUENTLY COLLECTED. NOTWITHSTANDING THE FOREGOING, SELLER
REPRESENTS AND WARRANTS THAT IT SHALL BE SOLELY RESPONSIBLE FOR THE
RECONCILIATION OF ALL CAM, TAX AND INSURANCE PAYMENTS BY ALL OF THE
TENANTS FOR CALENDAR YEAR 2001.
13. Appraisals of each of the properties prepared by an MAI or other
qualified appraiser, acceptable to Purchaser shall be delivered to
Purchaser at closing at Purchaser's cost.
14. Seller represents and warrants that except as set forth on Exhibit E,
Seller is not in default on any lease and there is no threatened or
pending litigation.
15. Each party agrees to indemnify each other for any claim made by the
Georgia, Tennessee, Alabama, North Carolina and Florida Departments of
Revenue (or any applicable Taxing Authority) for any tax owed by such
party but claimed from the other party, as a result of this sale.
Seller warrants and represents that he has paid all unemployment taxes
to date.
16. 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 properties. 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, (provided they are assignable
and transferable).
17. This offer is subject to the properties, other than Sarasota, being
100% occupied at the time of closings, with all tenants (EXCEPT FOR
ASHLEY'S AT VENTURE AND SOUTHLAKE), occupying their space, opened for
business and paying full rent current as shown on Exhibit B attached.
Full rent shall include CAM, taxes, and insurance. SHOULD ANY
PROPERTIES OTHER THAN SARASOTA BE LESS THAN 100% OCCUPIED, WITH ALL
TENANTS OPEN FOR BUSINESS (EXCEPT THAT ASHLEY'S AT VENTURE AND
SOUTHLAKE ONLY NEED TO HAVE TAKEN POSSESSION OF THEIR LEASED PREMISES
AND COMMENCED PAYING FULL RENT CURRENT) AND PAYING FULL RENT CURRENT
AT THE TIME OF CLOSINGS THEN THE AMOUNT DUE AT CLOSINGS WILL BE
ADJUSTED IN ACCORDANCE WITH EXHIBIT D. AT FAYETTEVILLE PAVILION,
DELHAIZE SHALL BECOME THE GUARANTOR OF THE FOOD LION LEASE.
<Page>
[ILLEGIBLE]
PAGE 5
18. Purchaser must receive the titles as stated above and a current Urban
ALTA/ACSM as-built survey for each property 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 (except topography) which
must be acceptable to Purchaser and the title company and paid for by
Purchaser.
19. 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. Seller agrees to cooperate fully with Purchaser and
Purchaser's representatives to facilitate Purchaser's evaluations and
reports, including Purchaser obtaining at its cost, at least a
one-year audit of the books and records of the property.
Purchaser shall defend, indemnify and hold Seller and all
shareholders, employees, officers, partners, members, managers and
directors of Seller harmless from liability, cost and expense
(including, without limitation, reasonable attorneys' and other
professionals' fees and costs) suffered or incurred for injury to
person or property caused by or as a result of Purchaser's inspection
of the Property. This indemnity shall survive any termination and/or
consummation of the transactions described hereby.
20. Purchaser shall accept the existing parking lot sweeping AND LANDSCAPE
MAINTENANCE contracts, for 3 years, for Venture, Douglas, Southlake,
Westside, and Sarasota in the CASE OF THE SWEEPING CONTRACTS, AND FOR
VENTURE, DOUGLAS, SOUTHLAKE AND SARASOTA IN THE CASE OF LANDSCAPE
MAINTENANCE CONTRACTS; PROVIDED, HOWEVER, THAT THE VENDOR WITH RESPECT
TO ANY OF THOSE CONTRACTS MAY TERMINATE THEM UPON THIRTY (30) DAYS
PRIOR WRITTEN NOTICE TO PURCHASER.
Until December 31, 2002, Purchaser shall have a first right of offer
to purchase the Hiram property previously called Property 3.
21. If Purchaser notifies Seller of its intention not to close the
transactions described herein, Property 4 IS NOT CLOSED BY DECEMBER
14, 2001 OR PROPERTY 2 IS not closed by December 21, 2001 or
Properties 5 through 9 are not closed by December 28, 2001 (WITH THE
EXCEPTION OF TURKEY CREEK PHASE II AND WESTSIDE PAVILION AND EXCEPT
THAT, AT PURCHASER'S SOLE OPTION, THE CLOSING FOR PROPERTIES 6 AND 8
MAY BE EXTENDED TO A DATE NOT LATER THAN JANUARY 11, 2002 AND THE
CLOSING FOR PROPERTY 9 MAY BE EXTENDED TO JANUARY 25, 2002) for any
reason other than the willful and intentional breach by Seller of its
obligations hereunder, then this offer/agreement shall terminate, and
the parties will have no further rights, obligations or liabilities
hereunder except in accordance with those provisions of this agreement
that survive termination. If Purchaser does not close or declares its
intention not to close on any of the Properties in the following
order, then Seller shall have the right to terminate this
offer/agreement, and the parties will have no further rights,
obligations or liabilities hereunder except in accordance with those
provisions of this agreement that survive termination: (i)
DOUGLASVILLE PAVILION, (ii) VENTURE POINTE, (iii) SOUTHLAKE, (iv)
FAYETTEVILLE PAVILION, (v) TURKEY CREEK(PHASE I), AND (vi) SARASOTA
PAVILION.
This offer, of course, is predicated upon the Purchaser's review and
written approval of the existing leases, new leases, lease modifications (if
any), all tenant correspondence, REA agreements, tenants' and guarantors'
financial statements, sales figures, new construction, representations of income
and expenses made by Seller, site inspection, environmental, appraisal, etc.,
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.
<Page>
[ILLEGIBLE]
PAGE 6
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 NOVEMBER 30, 2001.
Sincerely,
ACCEPTED: INLAND REAL ESTATE ACQUISITIONS, INC.
or nominee
/s/ Stan Thomas /s/ G. Joseph Cosenza
- --------------------------------- G. Joseph Cosenza
Stan Thomas,as President of Thomas Vice Chairman
Enterprises, Inc.
Date: 11/30/01
---------------------------
VENTURE POINT I, L.L.C. FOURTH QUARTER PROPERTIES XV, L.L.C.
By: /s/ Stan Thomas By: /s/ Stan Thomas
----------------------------- --------------------------------
Its: Manager Its: Manager
---------------------------- -------------------------------
Date: 11/30/01 Date: 11/30/01
--------------------------- ------------------------------
SOUTHLAKE PAVILION COMPANY, INC. FOURTH QUARTER PROPERTIES XI, L.L.C.
By: /s/ Stan Thomas By: /s/ Stan Thomas
----------------------------- --------------------------------
Its: President Its: Manager
---------------------------- -------------------------------
Date: 11/30/01 Date: 11/30/01
--------------------------- ------------------------------
FOURTH QUARTER PROPERTIES XXIII, L.L.C. FOURTH QUARTER PROPERTIES XXVII, L.L.C.
By: /s/ Stan Thomas By: /s/ Stan Thomas
----------------------------- --------------------------------
Its: Manager Its: Manager
---------------------------- -------------------------------
Date: 11/30/01 Date: 11/30/01
--------------------------- ------------------------------
FOURTH QUARTER PROPERTIES IX, L.L.C. FOURTH QUARTER PROPERTIES XVI, L.L.C.
By: /s/ Stan Thomas By: /s/ Stan Thomas
----------------------------- --------------------------------
Its: Manager Its: Manager
---------------------------- -------------------------------
Date: 11/30/01 Date: 11/30/01
--------------------------- ------------------------------
<Page>
EXHIBIT A-?
[GRAPHIC]
<Page>
EXHIBIT A-4
[GRAPHIC]
<Page>
EXHIBIT A-?
[GRAPHIC]
<Page>
EXHIBIT A-6
[GRAPHIC]
<Page>
EXHIBIT A-7
[GRAPHIC]
<Page>
EXHIBIT A-8
[GRAPHIC]
<Page>
EXHIBIT A-9
[GRAPHIC]
<Page>
VENTURE POINTE
EXHIBIT B-2
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
A Kohl's G/L 86,584 424,2?1.60 $ 4.90 March-01 March-21
A Ultra III Cosmetics 8,805 176,100.00 $ 20.00 June-96 June-07
A Babies R Us, G/L 43,000 170,000.00 G/L November-96 January-14
A Goody's Family Clothing 35,172 316,548.00 $ 9.00 May-96 May-11
A Hobby Lobby 53,000 371,000.00 $ 7.00 December-00 December-10
Got?smith 25,139 276,529.00 $ 11.00 December-97 November-12
Barbecue Galore 5,000 97,500.00 $ 19.50 December-97 December-08
Gateway 8,000 1?0,000.00 $ 20.00 November-98 November-03
Hallmark 7,500 123,750.00 $ 16.50 July-97 February-08
Ashleys 39,420 344,?25.00 $ 8.75 December-01 December-11
School Box 8,000 84,800.00 $ 10.60 September-99 September-04
Winfield Hall 15,000 210,000.00 $ 14.00 June-01 June-08
TOTAL 334,620 2,755,414
A Super Target Anchored
174,000 sq. ft. they pay .61 for CAM
A Costco Anchored
</Table>
<Page>
DOUGLAS PAVILION
EXHIBIT B-4
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
PETsMART 26,040 260,400.00 $ 10.00 January-99 January-14
Dress Barn 6,939 134,085.00 $ 15.00 September-98 January-07
Rack Room Shoes 7,238 115,808.00 $ 16.00 August-98 August-08
Party City - Georgia Operator 12,000 174,000.00 $ 14.50 July-98 June-08
Office Max 23,500 205,625.00 $ 8.75 August-98 November-13
A Marshall's 30,513 224,880.81 $ 7.37 August-98 August-08
A Goody's 29,792 268,128.00 $ 9.00 October-98 September-13
A Ross 36,245 326,205.00 $ 9.00 April-01 January-12
Joe's Crab House G/L 6,000 80,000.00 G/L October-98 October-18
Clothestime 3,500 57,750.00 $ 16.50 June-00 March-05
Boot Village 3,902 68,285.00 $ 17.50 May-00 May-05
A-1 Nails 1,200 24,000.00 $ 20.00 April-00 March-05
Great Clips 1,200 20,700.00 $ 17.25 April-00 January-05
Randstad 2,000 37,000.00 $ 18.50 April-00 December-04
Casual Corner 9,936 158,976.00 $ 1?.00 June-01 April-10
Funco Land 1,800 31,500.00 $ 17.50 July-00 February-03
Mattress Firm 4,103 67,699.50 $ 18.50 November-99 November-0?
Hallmark 5,490 82,350.00 $ 15.00 November-99 February-07
A Pier One 9,363 133,422.75 $ 14.25 October-99 October-09
Media Play 40,000 384,000.00 $ 9.60 November-99 January-15
Family Christian Store 5,003 81,298.75 $ 16.25 March-00 December-09
TOTAL 267,764 2,936,114
Target Anchored
</Table>
Target wanted to expand
<Page>
SOUTHLAKE PAVILION
EXHIBIT B-5
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
Ashley's, Undr. Nag. 53,158 451,851.50 $ 8.50 March-02 March-12
A Circuit City 44,714 491,854.00 $ 11.00 November-96 January-17
A Petco 15,000 225,000.00 $ 15.00 May-96 May-11
A Ross Stores 32,175 289.575.00 $ 9.00 October-01 October-11
Baptist Book Store 6,000 91,500.00 $ 16.25 July-97 July-07
David's Bridal 8,800 148,696.00 $ 16.67 April-98 June-08
Joe's Crab Shack(G/L) 7,500 92,500.00 G/L October-97 September-17
Hollywood Video 7,488 138,528.00 $ 18.50 December-96 December-06
A Atlanta Bread 3,600 71,460.00 $ 19.85 August-97 August-07
A Bames & Noble 23,000 345,000.00 $ 15.00 August-97 September-12
Just 4 Feet 16,881 378,914.15 $ 22.15 October-97 January-13
A Comp USA 28,815 335,187.50 $ 12.50 October-97 October-12
O.B.'s BBQ 4,200 84,882.00 $ 20.21 July-01 July-11
Bailey's 12,000 211,920.00 $ 17.??
LA Fitness 41,000 533,000.00 $ 13.00 September-01 September-16
A TGIF, G/L 4,400 76,000.00 G/L March-98 March-08
A Taco Bell, G/L 2,200 42,247.00 G/L March-98 March-18
Road House Grill, G/L 7,188 85,000.00 G/L February-98 February-08
Gateway 2000 8,000 18?,?00.00 $ 23.35 February-98 January-03
Mattress Firm 4,400 72,600.00 $ 16.50 February-98 February-08
Touch of an Angle 1,200 25,200.00 $ 21.00 January-98 April-03
Great Clips 1,200 23,400.00 $ 19.50 April-98 July-03
Excell Temp 1,?00 25,400.00 $ 18.50 May-98 May-03
First Computer 1,873 34,650.00 $ 18.50 June-98 March-?8
Planet Smoothie 1,200 23,400.00 $ 19.50 April-98 May-03
Air Touch Cellular 1,200 22,200.00 $ 18.50 June-98 June-01
[ILLEGIBLE] land 2,400 39,000.00 $ 16.25 July-99 July-02
Play it Again Sports 2,320 45,240.00 $ 19.50 February-99 February-04
Shop 3,120 49,920.00 $ 16.00
A Staples 23,942 269,347.50 $ 11.25 July-00 July-15
A Old Navy 22,500 238,250.00 $ 10.50 November-01 November-06
A Linen's N Things 35,000 401,450.00 $ 11.47 July-01 January-17
Catherines 4,500 67,500.00 $ 15.00 November-01 November-06
A Famous Footwear 10,500 166,375.00 $ 15.75 November-01 November-06
Kindreds 20,000 250,000.00 $ 12.50
A Goody's 45,000 405,000.00 $ 9.00 July-01 July-16
Factory 2U 12,000 120,000.00 $ 10.00
A Bell South 5,775 112,612.50 $ 19.50 August-00 July-05
TOTAL 523,848 6,661,461
Target Anchored
Home Depot adjacent
</Table>
<Page>
TURKEY CREEK
EXHIBIT B-6
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
Fashion Bug 7,950 119,250.00 $ 15.00 April-01 January-11
Office Max 23,500 258,500.00 $ 11.00 January-16
A Linen-n-Things 35,000 376,250.00 $ 10.75 March-01 January-17
A Old Navy 25,000 262,500.00 $ 10.50 March-01 February-06
A Goody's 50,000 4?2,500.00 $ 9.25 December-00 January-16
Lifeway 12,000 171,000.00 $ 14.25 August-01 August-11
Rack Room 7,110 106,650.00 $ 15.00 August-01 August-08
A Atlanta Bread 4,000 74,000.00 $ 18.50 August-01 August-11
Marble Slab 1,200 20,400.00 $ 17.00 August-01 August-06
A Radio Shack 2,400 40,800.00 $ 17.00 August-01 August-06
Super Cuts 1,200 22,500.00 $ 18.75 August-01 August-06
Window Pros 1,200 21,600.00 $ 18.00 August-01 August-06
Image Art 1,600 27,600.00 $ 17.26 August-01 August-06
A Payless 2,800 49,000.00 Annualized August-01 August-11
A Cingular Wireless 1,200 21,600.00 $ 18.00
Friedman's 1,600 28,000.00 $ 17.60 August-01 August-06
Bath & Body 3,400 59,500.00 $ 17.50 August-01 August-06
Int'l Flair 1,600 28,800.00 $ 18.00 August-01 August-06
Buffalow Wild Wings 5,000 90,000.00 $ 18.00
Phase II
A Plar One 10,000 147,500.00 $ 14.75
Petsmart 19,253 202,156.50 $ 10.50
Ross 30,187 332,057.00 $ 11.00
Dollar Tree 10,000 130,000.00 $ 13.00
Pearie Vision 2,100 36,750.00 $ 17.50
GNC 1,600 28,400.00 $ 17.75 November-01 November-06
Mangla Pizza 2,400 43,200.00 $ 18.00 November-01 November-06
A Verizon 3,000 54,000.00 $ 18.00 November-01 November-06
Shoe Dept. 6,500 100,750.00 $ 16.50 August-01 August-11
TOTAL 272,800 3,315,264
A Super WalMart Anchored
A Super Target Anchored
</Table>
<Page>
WESTSIDE CENTRE
EXHIBIT B-7
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
A Verizon 4,276 74,830.00 $ 17.50
Rack Room 8,000 144,000.00 $ 18.00
A Babies R Us 80,000 180,000.00 $ 6.00
A Marshalls 30,000 270,000.00 $ 9.00
Office Depot 20,000 210,000.00 $ 10.50
Bath & Body 3,000 57,000.00 $ 19.00
A Bed Bath & Beyond 30,000 364,500.00 $ 12.15
A Famous Footwear 12,000 192,000.00 $ 16.00
A Michaels 24,000 258,000.00 $ 10.75
Hancock Fabrics 12,500 83,125.00 $ 8.65
Factory to You 15,000 165,000.00 $ 11.00
A Goody's 40,000 380,000.00 $ 9.50
Dick's 45,000 517,500.00 $ 11.50
A Stein Mart 36,000 246,600.00 $ 6.85
A Ross 30,000 307,500.00 $ 10.26
Hallmark 6,000 93,000.00 $ 15.50
The Avenue 5,000 80,000.00 $ 16.00
Petsmart 19,235 221,202.50 $ 11.50
Comp USA 28,500 312,075.00 $ 10.95
Atlanta Bread 4,400 92,400.00 $ 21.00
Cost Cutters 1,200 24,800.00 $ 20.50
Catherines 4,000 64,000.00 $ 16.00
Radio Shack 2,420 33,880.00 $ 14.00
HI FI Buys 11,000 181,500.00 $ 16.50
Dollar Tree 10,000 115,000.00 $ 11.50
Shops 6,500 107,250.00 $ 16.50
Super Nails 1,200 21,600.00 $ 18.00
Joy's Stride Rite 1,500 24,000.00 $ 16.00
A QDOBA 2,400 43,200.00 $ 18.00
A Retail 11,433 155,778.50 $ 14.50
Retail 10,000 145,000.00 $ 14.50
Retail 20,000 240,000.00 $ 12.00
Retail 7,800 113,100.00 $ 14.50
Party City 12,000 144,000.00 $ 12.00
TOTAL 504,384 5,671,841
A Super Target Anchored
</Table>
<Page>
SARASOTA PAVILION
EXHIBIT B-9
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
A PUBLIX 51,420 467,922.00 $ 9.10 January-00 December-20
A CLOTHESTIME 3,600 66,600.00 $ 18.60 July-00 December-05
SUPERMARKET OF SHOES 9,400 188,000.00 $ 20.00 August-00 August-10
A S & K MENSWEAR 4,000 74,000.00 $ 18.50 June-00 January-06
A RADIO SHACK 2,500 42,500.00 $ 17.00 December-01 December-06
HALLMARK 3,500 67,750.00 $ 16.50 November-00 February-06
EYE MASTER/VISIONWORKS 3,500 73,600.00 $ 21.00 May-00 December-11
A STEIN MART 37,605 195,028.00 $ 5.20 August-99 August-04
NATIONAL WEIGHT LOSS 2,500 35,000.00 $ 14.00 July-01 July-06
A HOOTERS 3,500 82,250.00 $ 23.50 July-00 December-10
A MICHAELS 23,600 270,250.00 $ 11.50 February-00 February-08
A OLD NAVY 25,000 250,000.00 $ 10.00 January-00 January-10
A MARSHALLS 27,842 208,815.00 $ 7.50 October-99 January-10
A BED BATH & BEYOND 40,000 512,800.00 $ 12.82 September-99 January-15
A ROSS STORE 30,000 340,500.00 $ 11.35 September-01 January-16
A FASHION BUG 8,000 96,000.00 $ 12.00 September-01 January-11
VACANT 2,379 42,822.00 $ 18.00
CLEANERS 1,095 13,140.00 $ 12.00 September-01 September-04
VACANT 1,500 22,675.00 $ 15.25
A HERTZ 1,600 25,600.00 $ 16.00 September-01 September-06
WEST COAST WIRELESS 1,149 25,278.00 $ 22.00 April-01 March-06
SUPERCUTS 1,219 28,037.00 $ 23.00 July-01 July-06
SIESTA NUTRITION 1,307 35,415.00 $ 23.50 March-01 March-06
SKATEBOARDS INC. 1,484 25,970.00 $ 17.50 September-01 September-06
?UTE NAILS 1,279 28,138.00 $ 22.00 September-01 March-06
A BOOKS A MILLION 23,000 268,750.00 $ 11.25 September-00 January-11
THE AVENUE 5,040 85,880.00 $ 17.00 September-01 January-13
HAIR SALON 2,000 44,000.00 $ 22.00 March-01 March-06
A PANERA BREAD 4,500 90,000.00 $ 20.00 September-01 September-11
TOTAL 323,519 3,688,618
</Table>
<Page>
"EXHIBIT ?" REVISED 11/28/01
<Table>
<Caption>
NEW DEC.'01 JAN.'02
Estimated ORIGINAL NEW ORIGINAL TOTAL CLOSING CLOSING
PROPERTY Closing Dates SQ. FT. SQ. FT. PRICE PRICE PRICE PRICE
- ---------------------------------------------------------------------------------------------------------------------------------
1 Barrett 0 0 $ 0 $ 0 $ 0 $ 0
2 Venture Est. 12/21/2001 334,620 334,620 $ 25,862,205 $ 26,314,789 $ 28,314,789
Duluth, GA
3 Hiram 0 0 $ 0 $ 0 $ 0 $ 0
4 Douglas Est. 12/14/2001 267,764 2?7,764 $ 27,159,610 $ 27,159,610 $ 27,159,610
Douglasville,
GA
5 Southlake Est. 12/28/2001 507,748 523,848 $ 61,275,188 $ 65,897,803 $ 65,897,803
Morrow, GA
6 Turkey Est. Ph. I: 12/28/2001 239,260 272,800 $ 29,123,691 $ 32,611,779 $ 22,039,091
Knoxville, TN - 1/11/2002
Est. Ph. II: 04/30/2002
- 09/30/2002
7 Westside Est. 04/30-09/30/2002 497,661 504,364 $ 55,835,571 $ 56,056,735
Huntsville, AL ------------- -------------
SUBTOTAL $ 199,256,265 $ 208,040,716
8 Fayetteville Est. 12/28/2001 271,859 $ 28,982,874 $ 28,982,874
Fayetteville, - 1/11/2002
NC
9 Sarasota Est. 12/28/2001 323,519 $ 40,008,000 $ 40,008,000
Sarasota, FL - 1/25/2002
TOTAL 1,847,053 2,498,774 $ 199,256,265 $ 277,031,590 $ 210,402,167 $ 0
<Caption>
APRIL '02 JULY '02 SEPT. '02
CLOSING CLOSING CLOSING
PROPERTY PRICE PRICE PRICE
- -------------------------------------------------------------------
1 Barrett $ 0 $ 0 $ 0
2 Venture
Duluth, GA
3 Hiram $ 0 $ 0 $ 0
4 Douglas
Douglasville,
GA
5 Southlake construction loan or
Morrow, GA earnout
6 Turkey Commit to Purchase
Knoxville, TN
$ 10,572,688
7 Westside Commit to Purchase
Huntsville, AL $ 56,056,735
Subtotal
8 Fayelteville
Fayelteville,
NC
9 Sarasota
Sarasota, FL
TOTAL $ 66,629,423 $ 0 $ 0
</Table>
<Page>
FAYETTEVILLE PAVILION
EXHIBIT B-8
<Table>
<Caption>
LEASE LEASE
ANNUAL RENT COMMENCEMENT EXPIRATION
TENANTS S.F. BASE RENT PER SQ. FOOT DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
A Food Lion/Delhaize 46,000 459,000.00 $ 10.20 March-00 December-19
Dick's 45,000 405,000.00 $ 9.00 November-01 January-16
A Linen's-n-Things 35,000 376,250.00 $ 10.75 December-01 January-16
Petsmart 26,040 273,420.00 $ 10.50 January-00 January-16
A Marshall's 30,000 228,600.00 $ 7.62 November-98 October-08
A Michael's 23,669 213,021.00 $ 9.00 March-99 February-09
Dollar Tree 6,000 78,000.00 $ 13.00 September-01 September-06
Party City 11,000 165,000.00 $ 15.00 November-98 December-08
Retail 3,000 45,000.00 $ 15.00 November-01 November-06
Fashion Bug 8,500 102,000.00 $ 12.00 October-00 October-10
Rack Room 7,500 117,000.00 $ 15.60 August-99 August-08
A Radio Shack 2,150 35,475.00 $ 16.50 January-00 January-05
Funco Land 1,850 31,450.00 $ 17.00 January-00 January-03
Wave Tel 2,450 33,075.00 $ 13.50 March-01 March-06
Omega Sports 6,300 91,350.00 $ 14.50 June-00 June-05
Kyoto Express 2,400 43,200.00 $ 1?.00 December-00 December-05
Jersey Mike's 1,200 20,700.00 $ 17.25 December-00 December-05
Super Cute 1,200 21,600.00 $ 18.00 April-01 April-0?
Fam??ty Christian 5,200 80,600.00 $ 15.50 March-01 March-11
A Verizon Wireless 3,200 57,600.00 $ 18.00 January-01 December-05
Buffalo Wild Wings 5,200 88,400.00 $ 17.00 January-02 January-12
TOTAL 271,859 2,966,741
</Table>
<Page>
Earnout Formula
<Table>
<Caption>
Property Capitalization Rate
-------- -------------------
2. Venture Pointe 10.4710%
4. Douglasville Pavillion 10.8106%
5. Southlake Pavillion 10.1088%
6. Turkey Creek Pavillion Phases I & II 10.1658%
7. Westside Center 10.1177%
8. Fayettville Pavillion Phases I & II 10.2327%
</Table>
At the closings, if any of the tenants listed on Exhibits B2 and B4 - B8 (or any
substitute described below) has not taken possession of their premises and begun
paying full rent on a current basis including all pass through amounts, or has
taken possession of their premises and has begun paying rent at an amount less
than that set forth in the respective Exhibits B2 and B4 - B8, then the amount
due to Seller for the respective Property shall be the amount equal to the
actual base minimum rent for such subject property divided by the applicable
capitalization rate set forth above, but in no event more than the amount for
each Property (except for Exhibit B7 and Phase II of Exhibit B6 which will not
be subject to this limitation) set forth in paragraph 1 of the Agreement and as
listed on Exhibit C. At the closings, if any of the tenants listed on Exhibits
B2 and B4 - B8 (or any substitute tenants therefore reasonably acceptable to
Purchaser) are paying rent at an amount in excess of that amount set forth in
the applicable Exhibits B2 and B4 - B8, then the amount due to Seller for such
premises shall be the actual base minimum rent divided by the applicable
capitalization rate set forth above, but in no event more than the amount for
each Property (except for Exhibit B7 and Phase II of Exhibit B6 which will not
be subject to this limitation) set forth in paragraph 1 of the Agreement and as
listed on Exhibit C. [In connection with the Automated Teller Machine located on
Turkey Creek (B6), the purchase price for Phase II thereof will be increased as
a result thereof in an amount equal to the base minimum rent generated by the
Automated Teller Machine divided by the applicable capitalization rate set forth
above and seller will be entitled to all rental proceeds thereof until the
purchase price applicable thereto is paid to Seller from Purchaser.]
At any time before the expiration of eighteen (18) months following the closing
of the respective Property, Seller shall have a license and right to enter upon
the premises of any Property listed on B2 and B4 - B8 upon which a structure
currently exists but which is vacant at the time of closing of such Property to
construct tenant improvements and build out for the vacant space (as such space
may be modified by Seller in a manner reasonably acceptable to Purchaser and in
compliance with all applicable laws, leases and restrictions of record) provided
(i) Seller will not unreasonably interfere with any other tenant of the
respective Property or such Property's operations, (ii) Seller will take all
actions reasonably requested by Purchaser to prevent any mechanic's lien from
attaching to the respective Property, (iii) Seller will indemnify Purchaser with
respect to the construction of the tenant improvements and build out on the
respective Property and (iv) Seller will enter into contracts for construction
of such improvements with responsible contractors which will provide all
insurance and payment bonds generally required for construction related
activities of this type. Purchaser shall, at Seller's sole cost and expense,
assist Seller in obtaining all necessary permits, shall otherwise reasonably
cooperate in such construction and shall execute leases for applicable leasing
spaces which have been approved by Purchaser (which approval is not to be
unreasonably withheld), provided that Purchaser shall bear no liability or
expenses incurred in connection with such construction or leasing and placing
tenants in such spaces. Once such premises are completed, a final certificate of
occupancy has been issued, the respective tenant has taken possession of and
accepted such premises "as is", has opened for business and has begun paying
full rent on a current basis including all pass through amounts, then Purchaser
shall pay to Seller an amount equal to the base minimum rent from such tenant
divided by the applicable capitalization rate set forth above, but in no event
[when added to the amount previously paid to Seller at the closing of the
applicable Property)] more than the amount for each Property except for Phase II
of Exhibit B6 and Exhibit B7 set forth in paragraph 1 of the Agreement and as
listed on Exhibit C, not later than ten (10) business days following Seller's
written request therefor, accompanied by tenant's estoppel.
<Page>
All closings for these additional improvements must comply with all of the terms
and conditions contained in the entire Agreement. [with the exception of matters
in the General Addendum or Venture Addendum,] Seller hereby waives all rights to
additional amounts for improvements not completed with tenants occupying their
respective premises and paying full rent on a current basis including all pass
through amounts and otherwise complying with these provisions and the Agreement
not later than eighteen (18) months following the closing of the respective
Property.
<Page>
GENERAL ADDENDUM
So long as leases acceptable to Purchaser have been executed for such area,
Purchaser agrees to provide construction financing at a rate of nine percent
(9%) per annum (funded monthly upon certification by Purchaser's Inspector whose
fees and expenses will be paid by Seller) to Seller to construct improvements
(either as currently depicted on the site plan or substitutions [therefor]
reasonably acceptable to Purchaser and in conformance with all legal
requirements) on [the unbuilt portions of the Westside Center in Huntsville,
Alabama (B7), the unbuilt portions of Phase II of Turkey Creek (B6), on]
either side of Goody's at Southlake Pavilion [(B5)], and BW3 at Fayetteville
[(B8)], provided that in no case will Purchaser be required to provide financing
in excess of $70.00 per square foot. The documents evidencing this loan will be
reasonably acceptable to both parties. [Without reference to the requirement
that the Structure currently exists,] Seller will have the rights to construct
such improvements in accordance with and subject to the terms and conditions of
Exhibit D, and provided that Seller will have the right to access and construct
such improvements in accordance with the terms of Exhibit D and shall be
entitled to payment of earnout amounts calculated in accordance with Exhibit D
for four (4) years from the date of closing of the respective property.
At Seller's sole cost and expense, the parties will exert their best
efforts to subdivide the outparcels indicated as Century Bank, Nationsbank and
SunTrust on Exhibit [B9] in accordance with all applicable laws, leases and
restrictions of record. If not subdivided earlier, this obligation shall survive
closing. If the outparcels have not been subdivided with [twelve (12)] months of
closing, then [Purchaser is unconditionally obligated to purchase such
outparcels from Seller for a purchase price of two (2) million dollars
($2,000,000) on a date not later than ten (10) business days following Seller's
demand therefor accompanied by each tenant's estoppel certificate. All closings
for these outparcels must comply with all of the terms and conditions contained
in the entire agreement. Until Purchaser acquires the outparcels, Seller is
entitled to all rental proceeds therefrom and purchaser hereby agrees to deliver
all rental proceeds to Seller not later than five (5) days after its receipt
thereof from each tenant of an outparcel. Purchaser is not liable to Seller for
any default by the tenant of each such outparcel, but will cooperate with Seller
to enforce such leases at Seller's sole cost and expense].
VENTURE ADDENDUM
Prior to closing, Seller and Purchaser will cooperate to subdivide certain
portions of the Venture Property (the "Outlots") crosshatched on [Exhibit] A-2
consisting of approximately _______ square feet ("Outlot 1"), and approximately
________ square feet ("Outlot 2"), and to the extent either of such Outlots are
so subdivided they shall not be conveyed to Purchaser. If either of such Outlots
are not subdivided before closing, then with respect to such Outlots conveyed to
Purchaser, Seller and Purchaser will exert their best efforts to subdivide such
Outlots and reconvey them to Seller at no cost to Seller. Such Outlots will be
subdivided only if they can be
<Page>
conveyed as separate legal lots under all applicable laws and no lease or
reciprocal easement agreement (""REA"") will be violated as a result thereof and
further provided that all future use of the Outlots will be restricted by
existing leases at the Venture Property and the REA. Seller will have no right
to require construction financing with respect to either Outlot. If the
Outlots are not subdivided [and without reference to the requirement that the
structure currently exists], Seller will have the right to construct
improvements on the Outlots in accordance with and subject to the terms and
conditions of Exhibit D, provided that Seller will have the right to access and
construct such improvements and shall be entitled to payment of earnout amounts
set forth in Exhibit D for three (3) years from the date of closing of the
Venture Property (based on the capitalization rate for the Venture Property set
forth in Exhibit D). If the Outlots are subdivided, then, if Seller constructs
any improvements on the Outlots, a final certificate of occupancy is issued, the
respective tenant has taken possession of and accepted such premises ""as is, ""
has opened for business and has begun paying rent on a current basis including
all pass through amounts, all within three (3) years from the date of the
closing of the Venture Property, then Seller, at its sole option, may require
Purchaser to purchase such improvements and take assignment of and assume all
applicable leases (provided that Purchaser shall be entitled to review and
approve all leases, which approval will not be unreasonably withheld), and
Purchaser shall pay to Seller an amount equal to the base minimum rent from such
tenant divided by the capitalization rate set forth for the Venture Property in
Exhibit D. Such closing will comply with all of the terms and conditions
contained in the entire Agreement.