<Page>
Exhibit 10.64
Hickory Ridge Shopping Center
Hickory, NC
Third Amendment to Option
THIRD AMENDMENT TO OPTION TO PURCHASE
PARTNERSHIP INTERESTS
THIS THIRD AMENDMENT TO OPTION TO PURCHASE PARTNERSHIP INTEREST (the
"Amendment") is made and entered into as of the 23rd day of December 2003, by
and between HICKORY RIDGE ASSOCIATES, LIMITED PARTNERSHIP, a Tennessee limited
partnership ("Seller") and INLAND REAL ESTATE ACQUISITIONS, INC. ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller and Buyer entered into that certain Option To Purchase
Partnership Interests dated October 16, 2003 that was amended by Amendment to
Option to Purchase Partnership Interests dated November 17, 2003 and further
amended by Second Amendment to Option to Purchase Partnership Interests dated
December 17, 2003 (the "Option Agreement"), for the sale and purchase of the
property commonly known as Hickory Ridge Shopping Center located in Hickory,
North Carolina, as legally described by the Option Agreement (the "Property").
WHEREAS, Buyer and Seller have mutually agreed to amend certain provisions
of the Option Agreement.
NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:
1. The Option Period as defined in the second paragraph of the Option
Agreement is hereby amended and restated by deleting the words "...or
December 24, 2003 ..." and inserting: "...December 31, 2003 at 5:00
p.m. (Chicago, Illinois time)..." therein.
2. This Third 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 Third
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 Third Amendment. Any counterpart to this Third Amendment
may be executed by facsimile copy and shall be binding on the parties.
Except as modified herein, the Option Agreement shall remain unmodified and
in full force and effect.
(SIGNATURE PAGE FOLLOWS)
<Page>
Hickory Ridge Shopping Center
Hickory, NC
Third Amendment to Option
Seller:
HICKORY RIDGE ASSOCIATES, LIMITED
PARTNERSHIP, a Tennessee limited partnership
By: Hickory Ridge Development Corporation, a
Tennessee corporation
Its: General Partner
By: /s/ George Bright by [ILLEGIBLE]
--------------------------------
Name: George Bright
------------------------------
Title: President
-----------------------------
Purchaser:
Inland Real Estate Acquisitions, Inc.,
as Illinois corporation
By: /s/ Jason A. Lazarus
---------------------------------
Name: Jason A. Lazarus
------------------------------
Title: Authorized Agent
-----------------------------
2
<Page>
Hickory Ridge Shopping Center
Hickory, NC
Second Amendment to Option
SECOND AMENDMENT TO OPTION TO PURCHASE
PARTNERSHIP INTERESTS
THIS SECOND AMENDMENT TO OPTION TO PURCHASE PARTNERSHIP INTEREST (the
"Amendment") is made and entered into as of the 17th day of December 2003, by
and between HICKORY RIDGE ASSOCIATES, LIMITED PARTNERSHIP, A TENNESSEE LIMITED
PARTNERSHIP ("Seller") and INLAND REAL ESTATE ACQUISITIONS, INC. ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller and Buyer entered into that certain Option To Purchase
Partnership Interests dated October 16, 2003 that was amended by Amendment to
Option to Purchase Partnership Interests dated November 17, 2003 (the "Option
Agreement"), for the sale and purchase of the property commonly known as Hickory
Ridge Shopping Center located in Hickory, North Carolina, as legally described
by the Option Agreement (the "Property").
WHEREAS, Buyer and Seller have mutually agreed to amend certain provisions
of the Option Agreement.
NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:
1. The Option Period as defined in the second paragraph of the Option
Agreement is hereby amended and restated by deleting the words "...or
December 17, 2003 ..." and inserting: "...December 24, 2003 at 5:00
p.m. (Chicago, Illinois time)..." therein.
2. This Second 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
Second 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 Second Amendment. Any counterpart to this Second
Amendment may be executed by facsimile copy and shall be binding on
the parties.
Except as modified herein, the Option Agreement shall remain unmodified and
in full force and effect.
(SIGNATURE PAGE FOLLOWS)
<Page>
Hickory Ridge Shopping Center
Hickory, NC
Second Amendment to Option
Seller:
HICKORY RIDGE ASSOCIATES, LIMITED
PARTNERSHIP, a Tennessee limited partnership
By: Hickory Ridge Development Corporation, a
Tennessee corporation
Its: General Partner
By: /s/ George Bright for [ILLEGIBLE]
-----------------------------------
Name: George Bright
---------------------------------
Title: President
-------------------------------
Purchaser:
INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation
By: /s/ Jason A. Lazarus
-----------------------------------
Name: Jason A. Lazarus
--------------------------------
Title: Authorized Agent
-------------------------------
2
<Page>
Hickory Ridge Shopping Center
Hickory, NC
Amendment to Option
AMENDMENT TO OPTION TO PURCHASE
PARTNERSHIP INTERESTS
THIS AMENDMENT TO OPTION TO PURCHASE PARTNERSHIP INTEREST (the "Amendment")
is made and entered into as of the 17th day of November 2003, by and between
HICKORY RIDGE ASSOCIATES, LIMITED PARTNERSHIP, A TENNESSEE LIMITED PARTNERSHIP
("Seller") and INLAND REAL ESTATE ACQUISITIONS, INC. ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller and Buyer entered into that certain Option To Purchase
Partnership Interests dated October 16, 2003 (the "Option Agreement"), for the
sale and purchase of the property commonly known as Hickory Ridge Shopping
Center located in Hickory, North Carolina, as legally described by the Option
Agreement (the "Property").
WHEREAS, Buyer and Seller have mutually agreed to amend certain provisions
of the Option Agreement.
NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:
1. The Option Period as defined in the second paragraph of the Option
Agreement is hereby amended by deleting the words "...or November 17,
2003 ..." and inserting: "...December 17, 2003 at 5:00 p.m. (Chicago,
Illinois time)..." therein.
2. 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.
Except as modified herein, the Option Agreement shall remain unmodified and
in full force and effect.
(SIGNATURE PAGE FOLLOWS)
<Page>
Hickory Ridge Shopping Center
Hickory, NC
Amendment to Option
Seller:
HICKORY RIDGE ASSOCIATES, LIMITED
PARTNERSHIP, a Tennessee limited
partnership
By: Hickory Ridge Development Corporation, a
Tennessee corporation
Its: General Partner
By: /s/ George Bright for [ILLEGIBLE]
---------------------------------
Name: George Bright
--------------------------------
Title:
-------------------------------
Purchaser:
INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation
By: /s/ Jason A. Lazarus
---------------------------------
Name: Jason A. Lazarus
-------------------------------
Title: Authorized Agent
------------------------------
2
<Page>
OPTION TO PURCHASE PARTNERSHIP INTERESTS
THIS OPTION TO PURCHASE PARTNERSHIP INTERESTS ("Option Agreement") is
entered as of the 16th day of October, 2003 (the "Effective Date"), by and
between HICKORY RIDGE ASSOCIATES, LIMITED PARTNERSHIP, A TENNESSEE LIMITED
PARTNERSHIP, with offices at c/o Fletcher Bright Company, 537 Market Street,
Suite 400, Chattanooga, Tennessee 37402 ("Seller") and INLAND REAL ESTATE
ACQUISITIONS, INC., AN ILLINOIS CORPORATION, with offices at 2901 Butterfield
Road, Oak Brook, Illinois 60523 ("Buyer").
In consideration of the payment from Buyer to Seller of ONE HUNDRED AND
00/100 DOLLARS ($100.00) (the "Option Fee"), the receipt and sufficiency of
which are hereby acknowledged, Seller hereby grants unto Buyer an option (the
"Option") to acquire one hundred percent (100%) of the partnership interests
(the "Interests") comprising the Seller for the price and the terms set forth
below. Seller is the fee owner of that certain Hickory Ridge Shopping Center
(the "Shopping Center"), consisting of approximately 38.95 acres of land,
located in Catawba County, City of Hickory, North Carolina (the "Property"), as
more particularly described on EXHIBIT "A" attached hereto and incorporated
herein by this reference. Such Option shall be exercised on or November 17, 2003
(the "Option Date") (the period during which the Option may be exercised is
hereafter referred to as the "Option Period"), by written notice to Seller
(received by Seller on or before the expiration of the Option Period),
accompanied by a deposit in the amount of Five Hundred Thousand and 00/100
Dollars ($500,000.00) (the "Deposit"), which shall be refundable only upon the
default by Seller. The sale of the Interests shall close on or before thirty
(30) days from the Option Date (the "Closing Date").
1. PURCHASE PRICE: The Purchase Price for the Interests shall be FORTY ONE
MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($41,900,000.00) to be paid in
cash plus or minus prorations.
2. WARRANTY OF TITLE: Seller warrants that it will cause to be conveyed to
Buyer all of the Interests and that Seller owns insurable fee simple title to
the Property, subject to liens and encumbrances of record. Transfer of the
Interests shall be made pursuant to one or more assignments of partnership
interests (collectively, the "Assignments" and each an "Assignment"). In the
event all of the Interests cannot be transferred to Buyer or that title to said
Property be defective and cannot be remedied on or before the Option Date, Buyer
may terminate the Option Agreement and upon such termination, Seller shall
retain the Option Fee as earned consideration. Seller covenants that from and
after the date hereof and through the Closing Date (if the Option is exercised),
Seller shall neither (i) convey title to the Property or the Interests to any
party other than Buyer or its designee, nor (ii) grant an option or other
contract or property right to acquire the Property or the Interests to any party
other than Buyer. Seller further covenants that in the event it is not able to
obtain the Assignments conveying all of the Interests, then in such event,
Seller shall convey by special warranty deed an insurable fee simple title to
the Property under the same terms and conditions as provided herein. In the
event Seller conveys the Property to Buyer by said special warranty deed, Seller
shall pay all transfer taxes relating thereto. Furthermore, Seller shall have
the right to elect within fifteen (15) days from the Effective Date that Seller
will convey the Property by special warranty deed rather than the assignment of
the Interests by giving written notice to Buyer prior to the expiration of such
fifteen (15) day period.
-1-
<Page>
3. PROPERTY INSPECTION: During the period of the Option Agreement, Buyer
shall have access, at all reasonable time, upon twenty-four (24) hours prior
notice to Seller, and subject to the rights of tenants in possession, to inspect
the Property and to review all records of Seller relative to the Property, which
records shall be made available, on two (2) business days notice. Buyer shall
indemnify Seller for and against all claims, costs and expenses (including
reasonable attorney fees) arising out of or relating to Buyer's inspection of
the Property, which obligation shall survive the termination of this Agreement.
Seller will cooperate with Buyer to obtain reasonable estoppel certificates from
the tenants of the Property. A copy of a current rent roll for the Shopping
Center is attached hereto as EXHIBIT "B" and by this reference incorporated
herein. Seller shall furnish to Buyer as soon as reasonably possible the
documents listed on the "Due Diligence Checklist" attached hereto as EXHIBIT "C"
and by this reference incorporated herein.
4. CONVEYANCE AT CLOSING: Transfer of all of the Interests is to be made
by Assignments and at that time the Property shall be subject only to existing
zoning ordinances and to any recorded restrictions, covenants and easements
applicable to the Property, other recorded encumbrances and the Faw Easement,
and subject to any taxes not then due and payable.
5. PRORATIONS AND EXPENSES: Real estate ad valorem taxes applicable to the
Property ("Taxes") shall be prorated as of the Closing Date on the basis of the
calendar year in which the Closing Date occurs, regardless of when such Taxes
become a lien or are payable. If the rate of any such Taxes shall not be fixed
prior to the Closing Date, the adjustment and proration thereof on the Closing
Date shall be upon the basis of the rate for the preceding calendar year applied
to the latest assessed valuation, and the same shall be appropriately and
promptly adjusted after Closing Date, if necessary, between Seller and Buyer
when the rate is fixed for the calendar year during which the Closing occurs.
All prior unpaid taxes, mortgages and liens including assessments, pending or
confirmed, water and sewer fees and other sums due any governmental authority,
if any shall be paid by the Seller at or prior to the Closing Date. All revenues
and expenses of the Property shall be pro-rated as of the Closing Date. The
costs of any survey, title commitment, title policies, recording fees, and
inspection costs, shall be paid by Buyer. At the Closing Date, Buyer shall
receive a credit to reimburse Buyer for the reasonable costs for the "Five Part
Search" (includes UCC, judgment, lien, litigation and bankruptcy search) to be
ordered from CT Corporation (estimated to be approximately $1500.00), outside
legal fees pertaining to the transfer of limited partnership interests
(estimated to be approximately $1000.00 to $1500.00) and the Fairway and
Non-Imputation title endorsements. Buyer and Seller understand that the above
costs are estimates only but Buyer will make reasonable efforts to keep such
costs as close to the estimates as reasonably possible. Buyer to furnish to
Seller copies of invoices pertaining to such costs.
6. RISK OF LOSS: Until the Closing Date, Seller assumes risk of loss or
damage to the Property by fire, windstorm, other casualty, or condemnation, but
shall be entitled to recover from the Buyer any damage or loss caused by Buyer's
negligence during its inspection of the Property.
7. [INTENTIONALLY DELETED]
-2-
<Page>
8. DEFAULT: Should the Buyer fail or refuse to exercise the Option granted
herein, within the time set forth above, the Seller shall have the right to
declare the Option Agreement canceled, and shall retain the Option Fee as earned
consideration. In the event Buyer exercises the Option as provided herein,
should the Buyer fail or refuse to carry out its obligations under the Option
Agreement, Seller shall have as its sole and exclusive remedy, the right to
retain, in addition to the Option Fee, the Deposit as liquidated damages and not
as a forfeiture or penalty, both Buyer and Seller hereby acknowledging that
Seller's actual damages at such time will be difficult to ascertain and measure,
and that such liquidated damages will represent a fair and reasonable estimate
of such damages that will be sustained by Seller.
Should the Seller fail or refuse to carry out its obligations under the
Option Agreement, the Buyer shall have the right to: (1) declare the Option
Agreement canceled, in which event the Option Fee and the Deposit shall be
refunded to the Buyer; or (2) to affirm the Option Agreement and enforce its
specific performance; or (3) recover damages for its breach. The Seller shall be
liable for and hereby agrees to pay for all costs and expenses incurred by the
Buyer resulting from the Seller's breach of the Option Agreement, including
reasonable attorney's fees, court costs and other damages.
9. BROKER: Seller agrees to pay any brokerage commission except Buyer will
pay a brokerage commission to Buyer and/or its affiliate, if any. Seller and
Buyer agree to indemnity and hold the other harmless from any claims for
commissions claimed by, through or under such party.
10. ASSIGNMENT: Buyer may assign or transfer the Option Agreement without
the prior written consent of Seller to an affiliate of Buyer. Any other
assignment shall require the prior written consent of Seller, which consent may
be withheld or granted in Seller's sole discretion.
11. INDEMNITY: From and after the date of Closing (a) the general partner
of Seller agrees to indemnify, protect, defend, and hold Buyer, its directors,
officers, and owners harmless from and against all claims, actions, liabilities,
losses, damages, costs, and expenses, including, but not limited to, reasonable
attorney's fees and court costs, incurred by Buyer, its directors, officers and
owners and arising from or related to Seller's acts or omissions occurring
before Closing or the breach of any agreement that Seller may have with a third
party, which breach occurs before Closing; and (b) Buyer agrees to indemnify,
protect, defend, and hold the general and limited partners of Seller harmless
from and against all claims, actions, liabilities, losses, damages, costs, and
expenses, including, but not limited to, reasonable attorney's fees and court
costs, incurred by the general or limited partners of Seller and arising from or
related to Buyer's acts or omissions occurring on or after Closing or the breach
of any agreement that Buyer may have with a third party, which breach occurs
after Closing. The provisions of this Paragraph 11 shall survive for a period of
one (1) year from the date of Closing.
12. MEMORANDUM OF OPTION: At the option of Buyer exercised by giving
written notice to Seller, Seller and Buyer shall promptly execute and Seller
shall promptly deliver to Buyer a Memorandum of Option for the purpose of
recording Buyer's interest in the Interests. No such Memorandum of Option shall
modify or change the terms of this Agreement.
-3-
<Page>
Buyer to prepare the Memorandum of Option for Seller's reasonable approval and
the responsibility for recording and the cost thereof shall be borne by Buyer.
13. TIME IS OF THE ESSENCE: Time is of the essence in respect to all
provisions of the Option Agreement that specify a time for performance.
14. COUNTERPARTS: The Option Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
15. APPLICABLE LAW: The Option Agreement shall, in all respects, be
governed by the laws of the State of North Carolina.
16. ENTIRE AGREEMENT: THE OPTION AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES AND THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES OTHER
THAN THOSE EXPRESSED IN WRITING AND SIGNED BY ALL PARTIES.
EXECUTED as of the day and year first above written.
[SIGNATURE AND NOTARY ACKNOWLEDGMENTS ON FOLLOWING PAGES]
-4-
<Page>
BUYER:
INLAND REAL ESTATE ACQUISITIONS,
INC., AN ILLINOIS CORPORATION
/s/ [ILLEGIBLE] By: /s/ Jason A. Lazarus
- -------------------- --------------------------------
Witness Name: Jason A. Lazarus
------------------------------
Its: Authorized Agent
-------------------------------
STATE OF Georgia)
COUNTY OF Cobb)
I, Pat Campbell, a Notary Public of the County and State aforesaid, do hereby
certify that Jason Lazarus personally came before me this day and acknowledged
that he/she is the Authorized Agent of INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation, and that he/she as Authorized Agent, being authorized to
do so, executed the foregoing on behalf of the company.
WITNESS my hand and notarial seal/stamp, this 21st day of October, 2003.
My commission expires: /s/ [ILLEGIBLE]
------------------------------------
Notary Public
Notary Public, Cobb County, Georgia
My Commission Expires April 15, 2005
- -------------------------------------
[NOTARIAL SEAL/STAMP]
-5-
<Page>
SELLER:
HICKORY RIDGE ASSOCIATES, LIMITED
PARTNERSHIP, A TENNESSEE LIMITED
PARTNERSHIP
By: Hickory Ridge Development Corporation, a
Tennessee corporation
Its: General Partner
/s/ [ILLEGIBLE] By: /s/ George Bright
- -------------------- ----------------------------
Witness George Bright, President
STATE OF Tennessee)
COUNTY OF Hamilton)
I, Mitzi A. Stewart, a Notary Public of the County and State aforesaid, do
hereby certify that George Bright personally came before me this day and
acknowledged that he is the President of Hickory Ridge Development Corporation,
a Tennessee corporation, the general partner of HICKORY RIDGE ASSOCIATES,
LIMITED PARTNERSHIP, a Tennessee limited partnership, and that he as President,
being authorized to do so, executed the foregoing on behalf of the corporation.
WITNESS my hand and notarial seal/stamp, this 22nd day of October, 2003.
My commission expires: /s/ Mitzi A. Stewart
------------------------------------
Notary Public
8.6.05
- -------------------------
[NOTARIAL SEAL/STAMP]
-6-
<Page>
EXHIBIT "A"
LEGAL DESCRIPTION
BEING, all of Lot 2, Lot 3, and Lot 4, all as shown on Recombination Survey and
Major Subdivision, Hickory Ridge Shopping Center, recorded in Plat Book 45, at
Page 94 in the Catawba County Public Registry, as Lot 2 was modified as shown on
Recombination Survey Lots 1 and 2 Hickory Ridge Shopping Center, recorded in
Plat Book 47 at Page 135 in the Catawba County Public Registry, and as Lot 2 and
3 were modified as shown on Recombination Survey For: Hickory Ridge Associates,
Limited Partnership, recorded in Plat Book 52 at Page 21 in the Catawba County
Public Registry, and as Lot 4 was modified as shown on Recombination Survey of
Hickory Ridge Associates, LP Lots 4, 10, and 11, recorded in Plat Book 55, Page
22, Catawba County Public Registry.
TOGETHER WITH, all of Lot 2, as shown on that Recombination Survey for: Hickory
Entertainment, Inc., recorded in Book 49, Page 25, in the Catawba County Public
Registry.
Exhibit "A"
<Page>
EXHIBIT "B"
RENT ROLL
[see attached]
<Page>
EXHIBIT "C"
DUE DILIGENCE CHECKLIST
INLAND PROPERTY MANAGEMENT
DUE DILIGENCE CHECKLIST
THE FOLLOWING INFORMATION IS TO BE PROVIDED FOR MANAGEMENT REVIEW.
<Table>
<Caption>
NAME OF PROPERTY COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
A. FINANCIAL INFORMATION
1. Copy of leases and any guarantees
2. Current Rent Roll
3. Standard Lease Form
4. Latest leasing status report
5. Summary of recent lease transactions Including rate and tenant
Improvement allowances
6. List of current tenants on percentage rent only or percentage rent in
lieu basis
7. List of specialty license agreements NONE
8. Prior five full years operating statements + Year-to-date statement TO THE EXTENT
APPLICABLE/SHOPPING
CENTER LESS THAN 5
YEARS OLD
9. Prior year's general ledger statement + Year-to-date statement TO THE EXTENT AVAILABLE
10. Last three years' bills for: TO THE EXTENT AVAILABLE
a. Real estate taxes
b. Insurance
1) Liability
2) Property
c. Reconcillations for CAM/taxes/Insurance
d. Statement of current monthly amounts paid by tenants for CAM/tax/Insurance plus
a year-to-date balance of amounts paid by each tenant
11. Information related to any recent CAM or TAX Audits, Including copies of reports
12. Leakage report of reimbursable expenses by tenant. NOT APPLICABLE
13. Base rent collected in previous five calendar year period by tenant TO THE EXTENT
APPLICABLE/SHOPPING CENTER
LESS THAN 5 YEARS OLD
14. Physical occupancy for the last five calendar years prior to purchase TO THE EXTENT
APPLICABLE/SHOPPING CENTER
LESS THAN 5 YEARS OLD
</Table>
<Page>
RENT ROLL
Project Hickory Ridge
Location: Hickory, NC
Date: 10/20/2003
<Table>
<Caption>
TENANT SQ.FT. RENT SQ. FT. LEASE START LEASE END MONTHLY RENT ANNUAL MIN. RENT
- ------------------------------------------------------------------------------------------------------------------
PHASE I
Target (Sale) $ 0.00 122,250 N/A N/A $ 0.00 $ 0.00
Kohl's $ 6.83 86,584 8/20/1999 2/1/2020 $ 49,249.67 $ 590,996.00
Best Buy $ 10.75 45,000 7/23/1999 1/31/2014 $ 40,312.50 $ 483,750.00
Marshall's $ 7.30 30,000 8/15/1999 8/31/2009 $ 18,250.00 $ 219,000.00
Old Navy $ 8.50 25,000 8/28/1999 1/31/2005 $ 17,708.33 $ 212,500.00
Party City $ 12.50 12,000 6/25/1999 6/30/2009 $ 12,500.00 $ 160,000.00
Shoe Carnival $ 10.75 12,000 6/25/1999 1/31/2010 $ 10,750.00 $ 129,000.00
SMALL SHOPS
EB Gameowrld (Shop 1-A) $ 20.00 1,600 11/1/2000 1/31/2013 $ 2,666.67 $ 32,000.00
Hallmark (Shop 1-B, C, D) $ 15.65 6,000 10/27/1999 10/5/2005 $ 6,916.67 $ 83,000.00(1)
Family Christian Bookstore $ 15.00 5,000 3/17/2000 3/31/2010 $ 7,500.00 $ 90,000.00
The Avenue $ 11.82 6,600 11/1/2000 1/31/2013 $ 6,501.00 $ 78,012.00
Great Clips (Shop 3-Da) $ 18.00 1,200 12/10/1999 9/30/2004 $ 1,800.00 $ 21,600.00
OUTPARCEL SHOPS
Tony's Pizza (Shop 4-A) $ 21.50 2,100 1/15/2000 1/31/2005 $ 3,762.50 $ 45,150.00
Sprint Shop 4-B $ 18.50 2,800 11/1/1999 1/31/2005 $ 4,200.00 $ 50,400.00
Osaka 4-C $ 19.50 2,100 1/15/2000 1/31/2005 $ 3,412.50 $ 40,950.00
Tai Orchid Shops 4-D $ 19.00 2,800 1/15/2000 1/31/2005 $ 4,433.33 $ 53,200.00
PHASE II
Dick's $ 4.11 45,000 1/20/2000 1/31/2021 $ 15,416.67 $ 185,000.00
Linen's 'N Things $ 10.50 35,000 7/1/2000 6/30/2015 $ 30,625.00 $ 367,500.00
A.C. Moore $ 11.85 21,000 1/1/2001 12/31/2015 $ 20,737.50 $ 248,850.00
Factory Mattress $ 18.50 3,600 12/1/2001 11/30/2006 $ 5,550.00 $ 66,600.00
Babies R Us $ 5.14 24,000 10/15/2002 1/31/2013 $ 10,553.92 $ 126,647.00
Pier 1 Imports $ 17.50 9,976 3/7/2002 3/31/2012 $ 14,548.33 $ 174,580.00
- ------------------------------------------------------------------------------------------------------------------
Total 601,610 $ 287,394.58 $ 3,448,735.00
==================================================================================================================
</Table>
(1) Rent is subject to change. Tenant is paying percentage rent. Rent is based
on last 9 months annualized less $1.00 psf for CAM loss
<Page>
INLAND PROPERTY MANAGEMENT PAGE 2
DUE DILIGENCE CHECKLIST
<Table>
<Caption>
NAME OF PROPERTY COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
15. Receivables status/aging report TO THE EXTENT AVAILABLE
16. Tenant sales reports for last three years TO THE EXTENT AVAILABLE
17. Tenant financial statements TO THE EXTENT AVAILABLE
18. Lease expirations - next three years TO THE EXTENT AVAILABLE
a. Status of expirations, with kick-outs, with respect to renewal possibilities TO THE EXTENT AVAILABLE
19. Description and breakdown of Promotional Income and Marketing Fund TO THE EXTENT APPLICABLE
20. Leasing Plan TO THE EXTENT AVAILABLE
ITEM OUTSTANDING
- ----------------------------------------------------------------------------------------------------------------------------
B. EXPENSE INFORMATION
1. Twelve months of consecutive utility bills TO THE EXTENT AVAILABLE
a. Water
b. Gas
c. Electric
d. Telephone and dedicated lines
2. Copies of all service agreements, contracts or any leases that encumber the property TO THE EXTENT APPLICABLE
a. Fire/burglar alarm
b. Antenna cable/satellite dish
c. Cleaning
d. Exterminating
e. Landscaping
f. Scavenger NONE
g. Security service
h. Snow removal
i. Towing
j. Union contracts NONE
k. Elevator NONE
l. Uniform rental NONE
m. Water softeners
n. Leasing
o. Management
p. Advertising NONE
q. Tax reduction legal fees
r. Any other service contracts or leases not cancelable in 90 days
3. Capital Improvements
a. Capital Improvements over the last 36 months TO THE EXTENT AVAILABLE
b. Five-year capital expenditure forecast TO THE EXTENT AVAILABLE
c. Assignable warranties TO THE EXTENT AVAILABLE
C. ENVIRONMENTAL REPORTS
1. Phase I
2. Other NONE
</Table>
<Page>
INLAND PROPERTY MANAGEMENT
DUE DILIGENCE CHECKLIST PAGE 3
<Table>
<Caption>
ITEM OUTSTANDING
- ----------------------------------------------------------------------------------------------------------------------------
D. STAFFING
1. Itemized by position and salary NOT APPLICABLE
E. SITE INSPECTIONS NOT APPLICABLE
1. Inspection report
2. Photo attached
ITEM OUTSTANDING
- ----------------------------------------------------------------------------------------------------------------------------
F. MISCELLANEOUS
1. Code violations NOT APPLICABLE
a. Current and outstanding
b. Last 24 months, with compliance
c. Contact municipalities as to other problems
2. Easement/encumbrances: restrictive easement agreements/operating easement WILL FURNISH LATEST
agreements OWNER'S TITLE POLICY
AND/OR LENDER TITLE
POLICY IF AVAILABLE AND
COPY OF OEA
3. Warranties TO THE EXTENT AVAILABLE
4. Current tenant contact list
5. Certificates of Insurance from tenants
6. Current Insurance policies (building and common area)
a. Property
b. Liability
c. Umbrella
7. Copy of Management Agreement
8. Recent third party appraisal NONE
9. Marketing/leasing brochures TO THE EXTENT AVAILABLE
10. Survey
11. Site plan
12. Building photographs and aerials TO THE EXTENT AVAILABLE
13. Certificates of Occupancy
14. Zoning Letter
15. Building Plans and Specifications
16. Names and addresses of all Partners
17. Partnership Agreement and all Amendments
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