SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT
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".
RECITALS
A. The REIT, Operating Partnership, Administrative Agent, and the Lenders are parties to a Credit Agreement dated as of March 31, 2003, as amended by a First Amendment to Credit Agreement dated as of May 7, 2003 (as amended, the "Credit Agreement"). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.
B. Pursuant to its rights under Section 2.20 of the Credit Agreement the Borrower has previously extended the Facility Termination Date from September 30, 2003 to March 31, 2004.
C. Borrower has requested that Lenders further extend the Facility Termination Date and the Lenders are willing to do so on the terms described herein.
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS
1. The foregoing recitals to this Amendment are incorporated into and made a part of this Amendment.
2. The Facility Termination Date is hereby extended to May 14, 2004.
3. The REIT and the Operating Partnership each hereby represent and warrant that:
(a) no Default or Unmatured Default exists under the Loan Documents or will exist after giving effect to the terms of this Amendment;
(b) the representations and warranties contained in Article V of the Credit Agreement are true and correct;
(c) the Loan Documents are in full force and effect and it has no defenses or offsets to, or claims or counterclaims relating to, the obligations under the Loan Documents;
(d) no changes have been made to its organizational documents since the date of the Credit Agreement unless such changes have been previously provided to Administrative Agent;
(e) there has been no material adverse change in its financial condition since the date of the Credit Agreement; and
(f) it has full power and authority to execute this Amendment.
3. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. All references in the Loan Documents to the "Credit Agreement" henceforth shall be deemed to refer to the Credit Agreement as amended by this Amendment.
4. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.
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IN WITNESS WHEREOF, the Borrowers, the Lenders and the Administrative Agent have executed this Amendment as of the date first above written.
INLAND RETAIL REAL ESTATE TRUST, INC.
By: /s/ Xxxxx X. Xxxxxxx
Print Name: Xxxxx X. Xxxxxxx
Title: President
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: G. Xxxxxx Xxxxxxx
with a copy to:
Xxxxx X. Xxxxxxx
000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx, Xxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
INLAND RETAIL REAL ESTATE
LIMITED PARTNERSHIP
By: Inland Retail Real Estate Trust, Inc., its general partner
By: /s/ Xxxxx X. Xxxxxxx
Print Name: Xxxxx X. Xxxxxxx
Title: President
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: G. Xxxxxx Xxxxxxx
with a copy to:
Xxxxx X. Xxxxxxx
000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx, Xxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
COMMITMENT: KEYBANK NATIONAL ASSOCIATION,
$75,000,000 Individually and as Administrative Agent
By: ______________________________________
Print Name: _______________________________
Title: ____________________________________
000 Xxxx Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxx Xxxxxxxxx
KeyBank Real Estate Capital
COMMITMENT: BANK OF AMERICA, N.A.,
$50,000,000
By:
Print Name: Xxxxx Xxxxxxxxxxx
Title: Senior Vice President
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, XX 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Real Estate Group
COMMITMENT: LASALLE BANK NATIONAL ASSOCIATION
$35,000,000
By: ________________________
Print Name: Xxxxxxx Xxxxxxx
Title: Vice President
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
COMMITMENTS: EUROHYPO AG, NEW YORK BRANCH
$30,000,000
By: ___________________________
Print Name: Xxx Xxxxxxxx
Title: Managing Director
By: __________________________
Print Name: Xxxx Xxxx
Title: Vice President
000 Xxxxx Xxxxxx Xxxxx - Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxx Xxxxxxxxxx
with a copy to:
Eurohypo AG, New York Branch
1114 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attn: Legal Director
COMMITMENTS: FIRST TENNESSEE BANK NATIONAL
$10,000,000 ASSOCIATION
By: ____________________________
Print Name: Xxxxxx XxXxxxxxx
Title: Vice President
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000