EXHIBIT 10.7
AGREEMENT
THIS AGREEMENT is entered into as of this 4th day of March, 1999, by
and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
("IRRETI"), and INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware
corporation ("IREIC").
RECITALS
WHEREAS, IREIC is the Sponsor of IRRETI, and IRRETI has
commenced its initial public offering of its shares of common stock ("Shares")
pursuant to a registration statement declared effective by the Securities and
Exchange Commission on February 11, 1999.
WHEREAS, IRRETI wishes to sells its Shares in the state of Minnesota,
and IREIC wants IRRETI to be able to do so; however, IRRETI has been
informed that it will not be allowed to do so unless it makes arrangements for
stockholders who may call a special meeting of stockholders in accordance with
Section 2-502(b) of the Maryland General Corporation Law ("MGCL") to not be
required to pay for the cost of preparing and mailing the notice of any such
meeting as provided in Section 2-502(b) of the MGCL.
WHEREAS, IREIC is willing to accommodate IRRETI in making such
arrangements, provided that IRRETI's registration in Minnesota is declared
effective forthwith.
NOW, THEREFORE, in consideration of IRRETI pursuing the registration
and offering of its Shares in the State of Minnesota and for valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follows:
1. IREIC will pay for the reasonably estimated cost to prepare and mail
a notice to IRRETI's stockholders of any special meeting of stockholders
requested by stockholders of IRRETI pursuant to Section 2-502(b) of the MGCL
upon being notified by the secretary of IRRETI of the cost thereof, such payment
to be made to IRRETI promptly upon receipt of such notification.
2. IRRETI agrees to offer and sell its shares in Minnesota if its
registration is declared effective in Minnesota soon, and to notify IREIC
promptly of the reasonably estimated cost to prepare and mail a notice to
IRRETI's stockholders of any special meeting of stockholders requested by
stockholders of IRRETI pursuant to Section 2-502(b) of the MGCL, and if payment
of such estimated cost is received from IREIC, then IRRETI will not request
payment thereof from the stockholders requesting that meeting.
IN WITNESS WHEREOF, the parties have executed this Agreement in
Oak Brook, Illinois, as of the date first above written.
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INLAND RETAIL REAL INLAND REAL ESTATE
ESTATE TRUST, INC. INVESTMENT CORPORATION
By /s/ Xxxxxx X. Xxxxx By /s/ Xxxxxx Xxxx Xxxxxx
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Its Chairman Its President
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