Inland Retail Real Estate Trust Inc Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • June 6th, 2002 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
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EXHIBIT 10.1 FORM OF ESCROW AGREEMENT ESCROW AGREEMENT
Escrow Agreement • September 28th, 1998 • Inland Retail Real Estate Trust Inc • Illinois
EXHIBIT 1.1 FORM OF DEALER MANAGER AGREEMENT
Inland Retail Real Estate Trust Inc • January 28th, 1999 • Real estate investment trusts • Illinois
01 PAR VALUE
Warrant Purchase Agreement • June 6th, 2002 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
EXHIBIT 1.2 FORM OF SOLICITING DEALERS AGREEMENT
Dealers Agreement • January 7th, 1999 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
EXHIBIT 1.1 INLAND RETAIL REAL ESTATE TRUST, INC. SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 6th, 2002 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
EXHIBIT 10.2 FORM OF ADVISORY AGREEMENT ADVISORY AGREEMENT
Advisory Agreement • September 28th, 1998 • Inland Retail Real Estate Trust Inc • Illinois
December 29, 2004
Letter Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
WITNESSETH
Master Management Agreement • April 5th, 2002 • Inland Retail Real Estate Trust Inc • Real estate investment trusts
R E C I T A L S
Indemnification Agreement • February 9th, 1999 • Inland Retail Real Estate Trust Inc • Real estate investment trusts
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 1st, 2001 • Inland Retail Real Estate Trust Inc • Real estate investment trusts
01 PAR VALUE
Warrant Purchase Agreement • November 28th, 2000 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF INLAND-SAU RETAIL FUND, L.L.C.
Limited Liability Company Agreement • July 31st, 2006 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

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.

LOAN SERVICING AGREEMENT (PAYABLE)
Loan Servicing Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Loan Servicing Agreement is made as of the 1st day of April, 2004 by and between Inland Retail Real Estate Trust, Inc. ("Trust"), a Maryland corporation, and Inland Mortgage Servicing Corporation ("Servicer"), an Illinois corporation.

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 7, 2004 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...
Credit Agreement • August 9th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Amended and Restated Credit Agreement, dated as of May 7, 2004, is among Inland Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the "REIT") and Inland Retail Real Estate Limited Partnership, an Illinois limited partnership (the "Operating Partnership") (the REIT and the Operating Partnership are individually referred to as a "Borrower" and collectively referred to as the "Borrowers"), KeyBank, National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the "Lenders") and KeyBank, National Association, not individually, but as "Administrative Agent", Bank of America, N.A., individually as a Lender and as "Syndication Agent" and LaSalle Bank National Association, individually as a Lender and as "Documentation Agent".

TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT
Due Diligence Services Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INLAND REAL ESTATE ACQUISITIONS, INC., Illinois Corporation ("Service Provider").

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FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF INLAND RETAIL REAL ESTATE LIMITED PARTNERSHIP
Inland Retail Real Estate Trust Inc • November 2nd, 2000 • Real estate investment trusts

This is the First Amendment dated as of March 4, 1999 (this "First Amendment") to that certain Agreement of Limited Partnership of Inland Retail Estate Limited Partnership (the "Operating Partnership Agreement") dated as of February 11, 1999, by and among Inland Retail Real Estate Trust, Inc., a Maryland corporation, as General Partner, and Inland Retail Real Estate Advisory Services, Inc., an Illinois corporation, as the initial Limited Partner, and those other parties, if any, who become Limited Partners.

INVESTMENT ADVISORY AGREEMENT FOR DISCRETIONARY ACCOUNTS
Investment Advisory Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made and entered into as of this 31st day of July, 2003 and between Inland retail Real Estate Trust, Inc. ("Client") and Inland Investment Advisors, Inc., an Illinois corporation ("Adviser"), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), for the purpose of setting forth the terms and conditions pursuant to which Adviser will manage Client's assets designed for management hereunder.

CONSULTING AGREEMENT
Consulting Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 29th day of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (the "REIT"), and Daniel L. Goodwin (the "Consultant").

MASTER MANAGEMENT AGREEMENT
Master Management Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

IN CONSIDERATION of the mutual covenants and agreements herein contained, ______________________________ ("OWNER"), and Inland Mid-Atlantic Management Corp., a Delaware corporation ("MANAGER"), agree as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Registration Rights Agreement (the "Agreement") is made and entered into effective as of the 29th day of December, 2004, by and among Inland Retail Real Estate Trust, Inc., a Maryland corporation (the "REIT"), Inland Real Estate Investment Corporation, a Delaware corporation ("IREIC"), and the persons identified on Schedule A attached hereto (the "Schedule A Shareholders"; each of IREIC and the Schedule A Shareholders being hereinafter referred to as a "Shareholder" and collectively the "Shareholders").

INSURANCE AND RISK MANAGEMENT SERVICES AGREEMENT
Insurance and Risk • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS INSURANCE AND RISK MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INLAND RISK AND INSURANCE MANAGEMENT SERVICES, INC., an Illinois corporation ("Service Provider").

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Second Amendment to Credit Agreement (this "Amendment") is made as of this 26th day of March, 2004 by and among Inland Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the "REIT") and Inland Retail Real Estate Limited Partnership, an Illinois limited partnership (the "Operating Partnership") (the REIT and the Operating Partnership are individually referred to as a "Borrower" and collectively referred to as the "Borrowers"), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, as amended, (collectively, the "Lenders") and KeyBank National Association, not individually, but as "Administrative Agent".

LEGAL SERVICES AGREEMENT
Legal Services Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS LEGAL SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and THE INLAND REAL ESTATE GROUP, INC., an Illinois corporation ("Service Provider").

LIMITED LIABILITY COMPANY AGREEMENT OF INLAND - SAU RETAIL FUND, L.L.C.
Limited Liability Company Agreement • May 18th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Delaware
December 29, 2004
Employment Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

As you know, Inland Retail Real Estate Trust, Inc. (the "Company") has entered into an agreement to acquire, through subsidiaries of the Company, certain entities presently providing business management, advisory and property management services to the Company pursuant to an Agreement and Plan of Merger dated as of September 10, 2004 (the "Merger Agreement"). This letter agreement (the "Agreement") sets forth the terms under which, upon the consummation of transactions set forth in the Merger Agreement (the "Closing"), you agree to be employed by the Company and the Company agrees to employ you.

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