AMENDMENT
TO
DEALER MANAGER AGREEMENT
DATED FEBRUARY 11, 1999
BY AND BETWEEN
INLAND RETAIL REAL ESTATE TRUST, INC.
AND
INLAND SECURITIES CORPORATION
THIS AMENDMENT TO DEALER MANAGER AGREEMENT (this
"Amendment") is made and entered into as of the 22nd day of
February, 2000, by and between Inland Retail Real Estate Trust,
Inc., a Maryland corporation (the "Company") and Inland
Securities Corporation (the "Dealer Manager").
WHEREAS, the Company and the Dealer Manager have executed
that certain Dealer Manager Agreement dated February 11, 1999
(the "Agreement") relating to the initial public offering of
shares of common stock ("Shares") of the Company;
WHEREAS, the parties hereto desire to amend the Agreement to
provide for a deferred commission option arrangement;
WHEREAS, paragraph 10 of each Soliciting Dealers Agreement
("Soliciting Dealers Agreement") entered into between the Dealer
Manager and each of the Soliciting Dealers relating to the
Company's initial public offering of Shares authorizes the Dealer
Manager to execute and deliver any amendment to the Agreement;
and
WHEREAS, the parties hereto desire to set forth herein the
terms and conditions of their agreements and understandings with
respect to the foregoing.
NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises of the parties contained herein and of other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending legally to
be bound, hereby covenant and agree as follows:
1. Section 2(d) of the Agreement is hereby amended by the
insertion of the following new subsection:
(iv) Deferred Commission Option. Certain subscribers to the
Company's Shares may agree with their participating Soliciting
Dealer and the Dealer Manager to have selling commissions
relating to their Shares paid over a six year period pursuant to
a deferred commission arrangement (the "Deferred Commission
Option"), as more fully explained, and subject to the conditions
set forth, under the section "Plan of Distribution-Deferred
Commission Option" in the Company's Prospectus as supplemented on
and after February 22, 2000, which section is incorporated by
reference herein. Stockholders electing the Deferred Commission
Option will be required to pay a total of $9.40 per Share
purchased upon subscription, rather than $10.00 per Share, with
respect to which $0.10 per Share will be payable by the Company
to the Dealer Manager as selling commissions due upon
subscription, which may be reallowed to the participating
Soliciting Dealer by the Dealer Manager. For each of the six
years following such subscription on a date or dates to be
determined by the Dealer Manager, $0.10 per Share will be paid by
the Company to the Dealer Manager as deferred selling commissions
with respect to Shares sold pursuant to the Deferred Commission
Option, which amounts will be deducted from and paid out of cash
distributions otherwise payable to such stockholders holding such
Shares, and may be reallowed to the participating Soliciting
Dealer by the Dealer Manager. The net proceeds to the Company
will not be affected by the election of the Deferred Commission
Option. Under this arrangement and based on a $10.00 per share
deemed value for each Share issued, a stockholder electing the
Deferred Commission Option will pay a 1% selling commission upon
subscription, rather than a 7% selling commission, and an amount
equal to a 1% selling commission per year thereafter for the next
six years which will be deducted from and paid by the Company out
of cash distributions otherwise payable to such stockholder. The
foregoing selling commission amounts may be adjusted with
approval of the Dealer Manager by application of the volume
discount provisions described above in Section 2(d)(i) of the
Agreement. At such time, if any, that the Company's Shares are
listed on a national securities exchange or included for
quotation on a national market system, or such listing or
inclusion is reasonably anticipated to occur at any time prior to
the satisfaction of the remaining deferred commission
obligations, the Company shall accelerate all outstanding payment
obligations under the Deferred Commission Option. The amount of
the remaining selling commissions due shall be deducted and paid
by the Company out of cash distributions otherwise payable to
such Stockholders during the time period prior to any such
listing of the Shares for trading on a national securities
exchange or inclusion for quotation on a national market system;
provided that, in no event may the Company withhold in excess of
$0.60 per Share in the aggregate during the six-year period
following the subscription. To the extent that the cash
distributions during such time period are insufficient to satisfy
the remaining deferred selling commissions due, the obligations
of the Company and the Company's Stockholders to make any further
payments of deferred selling commissions under the Deferred
Commission Option shall terminate and the Dealer Manager (and
participating Soliciting Dealers if the deferred selling
commissions are reallowed to them by the Dealer Manager) will not
be entitled to receive any further portion of the unpaid deferred
selling commissions following any such listing for trading or
inclusion for quotation of the Shares.
2. The text of Section 4(d) is hereby deleted in its entirety
and the following language is inserted in its stead:
(d) Subscription Agreement. Subscriptions for Shares of
subscribers who have elected the Deferred Commission Option will
be submitted by you and each Soliciting Dealer to the Company
only on the form of Subscription Agreement which is included as
Appendix A to Supplement No. 10 dated February 22, 2000 to the
Prospectus and any later dated supplements to the Prospectus or
as such form of Subscription Agreement may be revised by the
Company. All other subscriptions for Shares will be submitted by
you and each Soliciting Dealer to the Company only on the form of
Subscription Agreement which is included as Appendix C to the
Prospectus or as such form of Subscription Agreement may be
revised by the Company. You and each Soliciting Dealer understand
and acknowledge that the Subscription Agreement must be executed
by the subscriber. In addition, you and each Soliciting Dealer
shall ensure that no Subscription Agreement is presented to the
Company for acceptance until at least five (5) business days
after the date on which the subscriber received the Prospectus.
3. The Dealer Manager agrees to promptly notify each Soliciting
Dealer that has executed a Soliciting Dealers Agreement of the
entering into of this Amendment and to provide a copy of this
Amendment to each such Soliciting Dealer, and to provide a copy
of this Amendment to any new Soliciting Dealer at the time it
executes a Soliciting Dealers Agreement.
4. To the extent, if any, that a provision of this Amendment
conflicts with or differs from any provision of the Agreement,
such provision of this Amendment shall prevail and govern for all
purposes and in all respects.
5. Except as modified hereby, the Agreement and its terms and
provisions are hereby ratified and confirmed for all purposes and
in all respects.
IN WITNESS WHEREOF, the undersigned parties have hereunto
affixed their signatures as of the day and year first above
written.
Inland Retail Real Estate Trust, Inc.,
By:
Title:
Inland Securities Corporation
By:
Title:
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Doc. No.: 456183
