Inland Retail Real Estate Trust Inc Sample Contracts

Inland Retail Real Estate Trust Inc – February 7, 2007 (February 8th, 2007)

On February 7, 2007, Inland Retail Real Estate Trust, Inc. (“Inland Retail”) paid a distribution of $0.069167 per share to shareholders of record as of January 24, 2007. This calculation is based upon an annualized rate of $.83 per share divided by 12 (number of months in the year). The annualized distribution rate of $0.83 per share remains the same.

Inland Retail Real Estate Trust Inc – WARRANT ASSIGNMENT AGREEMENT (January 12th, 2007)

This Warrant Assignment Agreement (this “Agreement”) is made as of _______ __, 2007, by and among Inland Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”), DDR IRR Acquisition, LLC, a Delaware limited liability company (the “Merger Sub” or, after the Effective Time (as defined below), the “Surviving Entity”) and the holder of the Held Company Warrants (defined below) signatory hereto (the “Warrantholder”).

Inland Retail Real Estate Trust Inc – RE: Inland Retail Real Estate Trust, Inc. Proxy Statement Dear Custodian: (January 5th, 2007)

A Special Meeting of Stockholders for Inland Retail Real Estate Trust, Inc. will be held on Thursday, February, 22, 2007. Stockholders of record as of December 15, 2006 are being asked to vote on the following two items:

Inland Retail Real Estate Trust Inc – SENIOR MANAGEMENT RETENTION AND SEVERANCE AGREEMENT (December 8th, 2006)

This SENIOR MANAGEMENT RETENTION AND SEVERANCE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date (as defined below) by and between Inland Retail Real Estate Trust, Inc., a Maryland corporation having its principal place of business in Oak Brook, Illinois (“Company”), and ________________________ (“Executive”).

Inland Retail Real Estate Trust Inc – List of Senior Management Personnel Entering Into Senior Management Special Bonus Agreements (December 8th, 2006)
Inland Retail Real Estate Trust Inc – SENIOR MANAGEMENT SPECIAL BONUS AGREEMENT (December 8th, 2006)

This SENIOR MANAGEMENT SPECIAL BONUS AGREEMENT (“Agreement”) is made and entered into as of the Effective Date (as defined below) by and between Inland Retail Real Estate Trust, Inc., a Maryland corporation having its principal place of business in Oak Brook, Illinois (“Company”), and ________________________ (“Executive”).

Inland Retail Real Estate Trust Inc – List of Senior Management Personnel Entering Into Senior Management Retention and Severance Agreements (December 8th, 2006)
Inland Retail Real Estate Trust Inc – December 7, 2006 (December 5th, 2006)

On December 7, 2006, Inland Retail Real Estate Trust, Inc. (“Inland Retail”) paid a distribution of $0.069167 per share to shareholders of record as of November 22, 2006.  This calculation is based upon an annualized rate of $.83 per share divided by 12 months.  The annualized distribution rate of $0.83 per share remains the same.

Inland Retail Real Estate Trust Inc – SENIOR MANAGEMENT RETENTION AND SEVERANCE AGREEMENT (November 13th, 2006)

This SENIOR MANAGEMENT RETENTION AND SEVERANCE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date (as defined below) by and between Inland Retail Real Estate Trust, Inc., a Maryland corporation having its principal place of business in Oak Brook, Illinois (“Company”), and Barry L. Lazarus (“Executive”).

Inland Retail Real Estate Trust Inc – NEWS RELEASE (October 31st, 2006)

Oak Brook, Ill. — Inland Retail Real Estate Trust, Inc., which is one of four real estate investment trusts that have been sponsored by the Inland Real Estate Investment Corporation, has entered into a definitive merger agreement with Developers Diversified. This transaction does not affect the stockholders of the other Inland-sponsored companies, which will continue to play a leading role in retail real estate, as well as other sectors of the real estate industry.

Inland Retail Real Estate Trust Inc – AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 20, 2006 BY AND AMONG INLAND RETAIL REAL ESTATE TRUST, INC., DEVELOPERS DIVERSIFIED REALTY CORPORATION AND (October 24th, 2006)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 20, 2006, is by and among Inland Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”), Developers Diversified Realty Corporation, an Ohio corporation (“Parent”), and DDR IRR Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”).

Inland Retail Real Estate Trust Inc – Inland Retail Real Estate Investment Trust, Inc. Outline of Senior and Executive Officer Incentive Plan For Year Ended 2006 (October 18th, 2006)
Inland Retail Real Estate Trust Inc – AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF INLAND-SAU RETAIL FUND, L.L.C. (July 31st, 2006)

This Amendment No. 1 (the “Amendment”) to the Limited Liability Company Agreement of Inland-SAU Retail Fund, L.L.C. (the “Company”) dated May 13, 2005 (the “Agreement”) is made and entered into this ___ day of ________, 2006 (the “Amendment Effective Date”) by and among the following Persons:  Inland Retail Real Estate Limited Partnership, an Illinois limited partnership (“Inland”), Special Account-U, L.P., a Delaware limited partnership (“SAU”), by and through its designated advisor, Henderson Global Investors (North America) Inc. (“Henderson”), and Inland Southeast Retail Real Estate Manager, L.L.C., a Delaware limited liability company (“Manager”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Inland Retail Real Estate Trust Inc – AMENDED SCHEDULE A TO INVESTMENT ADVISORY AGREEMENT DATED MAY 1, 2006 BETWEEN INLAND INVESTMENT ADVISORS, INC ("Adviser") INLAND RETAIL REAL ESTATE TRUST, INC. ("Client") (July 31st, 2006)
Inland Retail Real Estate Trust Inc – AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF INLAND-SAU RETAIL FUND, L.L.C. (July 31st, 2006)

This Amendment No. 1 (the “Amendment”) to the Limited Liability Company Agreement of Inland-SAU Retail Fund, L.L.C. (the “Company”) dated May 13, 2005 (the “Agreement”) is made and entered into this ___ day of ________, 2006 (the “Amendment Effective Date”) by and among the following Persons:  Inland Retail Real Estate Limited Partnership, an Illinois limited partnership (“Inland”), Special Account-U, L.P., a Delaware limited partnership (“SAU”), by and through its designated advisor, Henderson Global Investors (North America) Inc. (“Henderson”), and Inland Southeast Retail Real Estate Manager, L.L.C., a Delaware limited liability company (“Manager”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Inland Retail Real Estate Trust Inc – SECOND AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PROGRAM OF INLAND RETAIL REAL ESTATE TRUST, INC. (May 23rd, 2006)

This SECOND AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PROGRAM (the “DRP”) OF INLAND RETAIL REAL ESTATE TRUST, INC. (the “Company”) is made and shall be effective as of this 7th day of July, 2006, pursuant to its Sixth Articles of Amendment and Restatement of Charter (the “Charter”).  Capitalized terms are defined in Section 15 below, unless otherwise defined herein.

Inland Retail Real Estate Trust Inc – TRADEMARK LICENSE AGREEMENT (May 23rd, 2006)

This Trademark License Agreement (“Agreement”), by and between The Inland Real Estate Group, Inc., an Illinois corporation with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Licensor”), and Inland Retail Real Estate Trust, Inc., a Maryland corporation, with its principal place of business at 2907 Butterfield Road, Oak Brook, Illinois 60523 (“Licensee”), is effective as of May 19, 2006 (the “Effective Date”).

Inland Retail Real Estate Trust Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 6, 2005 AMONG INLAND RETAIL REAL ESTATE TRUST, INC., AND INLAND RETAIL REAL ESTATE LIMITED PARTNERSHIP AS BORROWERS KEYBANK NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT KEYBANC CAPITAL MARKETS AS JOINT LEAD ARRANGER AND BOOK MANAGER AND BANK OF AMERICA, N.A. AS SYNDICATION AGENT BANC OF AMERICA SECURITIES LLC AS JOINT LEAD ARRANGER AND BOOK MANAGER AND LASALLE BANK NATIONAL ASSOCIATION AS DOCUMENTATION AGENT AND THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO AS LENDERS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (May 4th, 2006)

Second Amended and Restated Credit Agreement dated as of May __, 2005 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) between INLAND RETAIL REAL ESTATE TRUST, INC. and INLAND RETAIL REAL ESTATE LIMITED PARTNERSHIP (collectively, the “Borrowers”), and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for itself and the other lenders parties thereto from time to time (“Lenders”).

Inland Retail Real Estate Trust Inc – Inland Retail Real Estate Investment Trust, Inc. Senior and Executive Officer Incentive Plan For Year Ended 2005 (February 2nd, 2006)
Inland Retail Real Estate Trust Inc – Inland Retail Real Estate Trust, Inc. Development Division 2005 Value Creation Model (February 2nd, 2006)

Certain employees of the Company, including John DiGiovanni, are eligible for a cash bonus during each fiscal year of the Company based on the value created by various projects under development and chosen by the Company.  The eligible employees under the Value Creation Model bonus plan are not eligible for cash bonuses in the Senior and Executive Officer Incentive Plan but are eligible for stock and option grants pursuant to the Senior and Executive Officer Incentive Plan.  For the 2005 fiscal year of the Company, the projects under development to be included in the Value Creation Model include Douglasville, Augusta, Eisenhower, Denbigh, Valley Park, Piedmont and New Tampa.  The calculation of a participant’s cash bonus for a fiscal year shall be determined as follows:

Inland Retail Real Estate Trust Inc – AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PROGRAM OF INLAND RETAIL REAL ESTATE TRUST, INC. (January 18th, 2006)

This AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PROGRAM (the “DRP”) OF INLAND RETAIL REAL ESTATE TRUST, INC. (the “Company”) is made and shall be effective as of this 7th day of February, 2006, pursuant to its Sixth Articles of Amendment and Restatement of Charter (the “Charter”).  Capitalized terms are defined in Section 15 below, unless otherwise defined herein.

Inland Retail Real Estate Trust Inc – AMENDED AND RESTATED SHARE REPURCHASE PROGRAM OF INLAND RETAIL REAL ESTATE TRUST, INC. (January 18th, 2006)

This AMENDED AND RESTATED SHARE REPURCHASE PROGRAM (the “SRP”) OF INLAND RETAIL REAL ESTATE TRUST, INC. (the “Company”) is made and shall be effective as of this 7th day of February, 2006, pursuant to its Sixth Articles of Amendment and Restatement of Charter (the “Charter”).  Capitalized terms are defined in Section 11 below, unless otherwise defined herein.

Inland Retail Real Estate Trust Inc – EMPLOYMENT AGREEMENT (September 29th, 2005)

This Employment Agreement is made and entered into as of the Effective Date (as defined below) by and between Inland Retail Real Estate Trust, Inc., a Maryland corporation having its principal place of business in Oak Brook, Illinois, and Robert J. Walner, and sets forth the terms of Executive’s employment with the Company.

Inland Retail Real Estate Trust Inc – Indemnification Agreement (September 29th, 2005)

INDEMNIFICATION AGREEMENT, dated as of September 19, 2005 between Inland Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”), and the undersigned officer of the Company (the “Indemnitee”).

Inland Retail Real Estate Trust Inc – INLAND RETAIL REAL ESTATE TRUST, INC. SIXTH ARTICLES OF AMENDMENT AND RESTATEMENT OF CHARTER (September 14th, 2005)

First:  Inland Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”), desires to amend and restate its charter as currently in effect and as hereinafter amended.

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This presentation may contain forward-looking statements. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.”  We intend that such forward-looking statements be subject to the safe harbor provisions created by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and the Federal Private Securities Litigation Reform Act of 1995, and we include this statement for the purpose of complying with such safe harbor provisions.  Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements.  Risks

Inland Retail Real Estate Trust Inc – NEWS RELEASE 2901 Butterfield Road Oak Brook, Ill. 60523 www.inlandgroup.com (June 21st, 2005)
Inland Retail Real Estate Trust Inc – LIMITED LIABILITY COMPANY AGREEMENT OF INLAND - SAU RETAIL FUND, L.L.C. (May 18th, 2005)
Inland Retail Real Estate Trust Inc – AMENDED AND RESTATED BYLAWS OF INLAND RETAIL REAL ESTATE TRUST, INC. (March 25th, 2005)
Inland Retail Real Estate Trust Inc – Bylaw Amendment No. 3 (March 25th, 2005)
Inland Retail Real Estate Trust Inc – AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PROGRAM OF INLAND RETAIL REAL ESTATE TRUST, INC. (March 3rd, 2005)

This AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PROGRAM (the “DRP”) OF INLAND RETAIL REAL ESTATE TRUST, INC. (the “Company”) is made and shall be effective as of this 7th day of April, 2005, pursuant to its Fifth Articles of Amendment and Restatement of Charter (the “Charter”).  Capitalized terms are defined in Section 15 below, unless otherwise defined herein.

Inland Retail Real Estate Trust Inc – AMENDED AND RESTATED SHARE REPURCHASE PROGRAM OF INLAND RETAIL REAL ESTATE TRUST, INC. (March 3rd, 2005)

This AMENDED AND RESTATED SHARE REPURCHASE PROGRAM (the “SRP”) OF INLAND RETAIL REAL ESTATE TRUST, INC. (the “Company”) is made and shall be effective as of this 15th day of March, 2005, pursuant to its Fifth Articles of Amendment and Restatement of Charter (the “Charter”).  Capitalized terms are defined in Section 11 below, unless otherwise defined herein.

Inland Retail Real Estate Trust Inc – PROPERTY SERVICES AGREEMENT (February 28th, 2005)

THIS PROPERTY SERVICES AGREEMENT (this “Agreement”) is entered into as of the 24th day of February, 2005, by and between Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Acquisitions”), and Inland Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”).  Acquisitions and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Inland Retail Real Estate Trust Inc – FIRST AMENDMENT TO TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT (February 28th, 2005)

THIS FIRST AMENDMENT TO TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT (this “Amendment”) is made and entered into as of the 24th day of February, 2005, by and between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Service Provider”), and INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (“Client”).

Inland Retail Real Estate Trust Inc – INLAND RETAIL REAL ESTATE TRUST, INC. FIFTH ARTICLES OF AMENDMENT AND RESTATEMENT OF CHARTER (January 4th, 2005)

First: Inland Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), desires to amend and restate its charter as currently in effect and as hereinafter amended.