February 24, 2005
Exhibit 99.3
February 24, 2005
Mr. G. Xxxxxx Xxxxxxx
Inland Real Estate Acquisitions, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
Re: Property Acquisition Agreement, Transition Property Due Diligence Services Agreement and Property Services Agreement, between Inland Real Estate Acquisitions, Inc., and Inland Retail Real Estate Trust, Inc.
Dear Xxx:
As you are aware, Inland Real Estate Acquisitions, Inc. (“IREA”) and Inland Retail Real Estate Trust, Inc. (“IRRETI”) have entered into a certain Property Acquisition Agreement and a certain Transition Property Due Diligence Services Agreement, each dated as of December 29, 2004 (collectively and as may be amended from time to time, the “Merger Agreements”). IREA and IRRETI also intend to enter into a certain Property Services Agreement on or about the date hereof (as may be amended from time to time, the “Services Agreement”, and together with the Merger Agreements, the “Agreements”). Initially capitalized terms used but not defined in this letter, but defined in the Agreements, shall have the meanings given to such terms in the Agreements.
This letter confirms the agreement of IREA and IRRETI that, notwithstanding anything to the contrary contained in the Agreements, in no event shall any Negotiation Costs, Negotiation Fee or Due Diligence Fee or any other amounts (other than any Third Party Costs and Due Diligence Costs under the Merger Agreements and any Third Party Cost Reimbursement under the Services Agreement) be due and payable in connection with either IREA’s (or any of its clients’) or IRRETI’s acquisition or pursuit of the acquisition of any of the properties listed on Schedule 1 attached hereto and made a part hereof (collectively, the “Properties”). The Properties contained in Section A of Schedule 1 attached hereto shall constitute Subject Properties under the Services Agreement, and, except to the extent otherwise expressly provided in this letter, the terms and provisions of the Services Agreement shall apply thereto; provided, however, that IREA agrees and confirms that IRRETI shall not be obligated to perform any Due Diligence Services for any of such Properties. The Properties contained in Section B of Schedule 1 attached hereto shall constitute Subject Properties under the Merger Agreements, and, except to the extent otherwise expressly provided in this letter, the terms and provisions of the Merger Agreements shall apply thereto.
G. Xxxxxx Xxxxxxx
Inland Real Estate Acquisitions, Inc.
February 24, 2005
Please confirm IREA’s agreement to the foregoing by signing all originals of this letter on the line provided below. Once executed, please return two (2) fully executed originals to us for our files.
If you have any questions or comments, please feel free to call me.
|
Sincerely yours, |
|||
|
|
|||
|
INLAND RETAIL REAL ESTATE TRUST, INC. |
|||
|
|
|||
|
|
|||
|
/s/ Xxxxx X Xxxxxxx |
|
||
|
Xxxxx X. Xxxxxxx |
|||
|
President and CEO |
|||
|
|
|||
|
|
|||
ACCEPTED, AGREED AND CONFIRMED |
|
|||
this 24th day of February, 2005 |
|
|||
|
|
|||
INLAND REAL ESTATE ACQUISITIONS, INC. |
|
|||
|
|
|||
|
|
|||
By: |
/s/ G. Xxxxxx Xxxxxxxx |
|
|
|
G. Xxxxxx Xxxxxxx |
|
|||
President |
|
|||
2
SCHEDULE 1
SECTION A
1. Burlington Crossing, Burlington, Washington
2. Xxxx Xxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxx
3. Frontier/Three City Centre, Rochester, New York
4. Xxxxxxxxxx (Xxx Xxxxxxx xx), Xxxxxxxxxx, Xxxxxxx
0. Xxxxxxxx Town Center, Duncansville (Altoona), Pennsylvania
6. Xxxxxxx Pass Phase II, Gilroy, California
7. Starwood Xxxxxxxxx Portfolio
0. Xxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxx
9. Xxxx Xxxx Xxxxxxx, Xx. Xxxx, Xxxxx Xxxxxxxx (REIT Loan)
10. Low Country Plaza, Bluffton, South Carolina
11. Xxxxxxx Pass (Phase I), Gilroy, California (earnout)
12. Governors Market Place, Tallahassee, Florida
Section B
1. Birkdale Outlot, Charlotte, North Carolina
2. Xxxxxx Xxxxxx Xxxxx Xxxxx XX, Xxxxxx, Xxxxx Xxxxxxxx
0. Circuit City, Dothan, Alabama
4. Crossroads Commons, Columbia, South Carolina
5. Cypress Trace, Ft. Xxxxx, Florida
6. Clearwater Redevelopment, Clearwater, Florida
7. Douglasville Vacant Land, Xxxxxxx County, Georgia
8. Eisenhower Parcel, Macon, Georgia
9. Fountains, Plantation, Florida
10. Wachovia Parcel, New Tampa, Florida
11. Eastside Plaza, Shreveport, Louisiana
12. FreeHome Village, FreeHome Comm., Georgia
13. Golden Acres (Shoppes at), Newport Xxxxxx, Florida
14. Xxxxxx Xxxx Commons, Winston-Salem, North Carolina
15. Xxxx Xxxx (Shoppes at), Lake Mary, Florida
16. North Hampton Market, Greer, South Carolina
17. Oak Summit Phase II Earnout, Winston-Salem, North Carolina
18. Wendover (Shoppes at) Phase II, Greensboro, North Carolina
19. Newnan Pavilion, Newnan, Georgia (earnout)
20. Pavilion at Kings Grant (earnout)
21. Southlake (earnout)
22. Xxxxxx Enterprises - Hiram Pavilion and Fayette I, II and III (all earnouts)