EXHIBIT 10.3
MASTER MANAGEMENT AGREEMENT
This Master Management Agreement (this "Agreement") is entered into as
of the 11th day of February, 1999, by and between Inland Retail Real Estate
Trust, Inc., a Maryland corporation (the "Company") and Inland Southeast
Property Management Corp., a Delaware corporation (the "Manager").
WITNESSETH
WHEREAS, the Company intends to qualify as a "real estate investment
trust" (a "REIT") as defined in Sections 856 through 860 of the Internal Revenue
Code of 1986, as amended (the "Code"), and to make investments of the type
permitted to qualified REITs under the Code and not inconsistent with the
Articles of Incorporation of the Company, as amended (the "Articles") and the
Bylaws of the Company, as amended (such investments being referred to herein
collectively as the "Properties" and individually as a "Property"); and
WHEREAS, the Company desires to avail itself of the services,
experiences, sources of information, advice and assistance of the Manager and to
have the Manager manage the Properties and undertake the duties and
responsibilities hereinafter set forth; and
WHEREAS, the Manager is willing to undertake and render such services,
on the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the mutual covenants herein set
forth, the parties hereto agree as follows:
1. The Company will hire the Manager to manage each of its Properties.
The engagement of the Manager by the Company for each Property shall be pursuant
to the terms of a separate Management Agreement in the form of Exhibit A
attached hereto (the "Form Agreement").
2. The Manager will manage each of the Properties acquired by the
Company, according to the terms of the Form Agreement.
3. The initial term of the Management Agreement with respect to each
Property shall commence on the date of acquisition of such Property by the
Company and shall end on December 31st of the year in which such acquisition
occurred, with the three successive three year renewal periods occurring
immediately thereafter.
4. The parties may mutually agree to vary the terms of the Form
Agreement for any or all of the Properties or to not enter into a Form Agreement
with respect to any Property.
5. The Company shall have the option at any time after three years from
the initial date of effectiveness of the initial final Prospectus of the Company
for its initial public offering, upon prior written notice, during the term of
this Agreement without any consent of the Manager or its Board of Directors or
shareholders to cause the business conducted by the Manager (including all of
its assets) to be acquired by or consolidated into the Company. In such event,
the Manager and/or its respective shareholders will receive in connection with
such an acquisition and in exchange for
terminating this Agreement and all Management Agreements entered into pursuant
hereto and the release or waiver of all fees payable under the provisions of
this Agreement and all Management Agreements entered into pursuant hereto until
its and their stated terminations, but not paid, a determinable number of shares
of common stock of the Company (the "Shares"). The Company will be obligated to
pay any fees accrued under this Agreement and all Management Agreements entered
into pursuant hereto for services rendered through the closing of such
acquisition.
The number of Shares to be issued by the Company to the Manager or its
shareholders, as the case may be, shall be determined as follows. The Company
shall first send notice (the "Election Notice") to the Manager of its election
to proceed with such a transaction. Next, the net income of the Manager for the
six month period immediately preceding the month in which the Election Notice is
delivered, as determined by an independent audit conducted in accordance with
generally accepted auditing standards, shall be annualized. The Manager shall
bear the cost of any such audit. Such amount shall then be multiplied by ninety
percent (90%) and then divided by the "Funds from Operations per Weighted
Average Share" of the Company. "Funds from Operations per Weighted Average
Share" shall be equal to the annualized Funds from Operations (I.E., four times
the Funds from Operations for the quarter immediately preceding the delivery of
the Election Notice) per weighted average Share of the Company for such quarter,
all based upon the quarterly report of the Company delivered to its Stockholders
for such quarter. The resulting quotient shall constitute the number of Shares
to be issued by the Company to the Manager or its shareholders, with delivery
thereof and the closing of the transaction to occur within ninety (90) days of
delivery of the Election Notice. Any such transaction will occur, if at all,
only if the Board of Directors of the Company obtains a fairness opinion from a
recognized financial advisor or institution providing valuation services to the
effect that the consideration to be paid therefor is fair, from a financial
point of view, to the Stockholders of the Company.
The Company shall not terminate this Agreement solely for the purpose
of avoiding such a business combination, such as in anticipation of the listing
of the Shares on a national stock exchange or their inclusion in a national
market system.
6. This Agreement shall be binding on successors and permitted assigns
of the parties. This Agreement may not be assigned by either party without the
prior written consent of the other party. This Agreement shall be effective as
of the date hereof and shall remain in effect until the earlier to occur of (A)
the event described in paragraph 5 hereof, or (B) December 31, 2020.
7. All notices required or permitted to be given hereunder shall be in
writing and shall be delivered at the following addresses of the parties
thereto:
THE COMPANY:
Inland Retail Real Estate Trust, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: President
THE MANAGER:
Inland Southeast Property Management Corp.
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
With a copy to:
Xxxxxx X. Xxxx, Esq.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
THE COMPANY:
Inland Retail Real Estate Trust, Inc.
By: /s/ Xxxxxx X. Xxxxx
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Its: Chairman
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THE MANAGER:
Inland Southeast Property Management Corp.
By: /s/ Xxxxxx X. Xxxx
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Its: Secretary/Treasurer
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CONSENT OF SHAREHOLDERS
The undersigned, being all of the shareholders of Inland Southeast Property
Management Corp. (the "Manager") hereby consent to the Manager entering into the
foregoing Master Management Agreement, and specifically agree to the provisions
of paragraph 5 thereof, as of the date of the
Master Management Agreement.
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