0000923284-06-000055 Sample Contracts

OPERATING AGREEMENT OF OAK PROPERTY AND CASUALTY LLC
Operating Agreement • November 6th, 2006 • Inland Real Estate Corp • Real estate investment trusts • Vermont

This Operating Agreement (“Agreement”) for Oak Property and Casualty LLC (the “Company”), is adopted and made effective as of the 1st day of October, 2006.

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OAK PROPERTY AND CASUALTY LLC MEMBERSHIP PARTICIPATION AGREEMENT
Membership Participation Agreement • November 6th, 2006 • Inland Real Estate Corp • Real estate investment trusts • Vermont

This Membership Participation Agreement (the “Agreement”) is made as of the 1st day of October, 2006, by and among the undersigned participants (the “Member” or “Members”) and Oak Property and Casualty LLC, a Vermont captive insurance company, with a principal place of business at 76 St. Paul Street, Burlington, Vermont (the “Company”).

LOAN PARTICIPATION AGREEMENT
Loan Participation Agreement • November 6th, 2006 • Inland Real Estate Corp • Real estate investment trusts

THIS LOAN PARTICIPATION AGREEMENT (this “Agreement”) is made as of this ___ day of October, 2006, by and between IA ORLANDO SAND, L.L.C., a Delaware limited liability company, having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (together with its successors and/or assigns, hereinafter referred to as “Lender”) and INLAND REAL ESTATE CORPORATION, a Maryland corporation “Participant”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 6th, 2006 • Inland Real Estate Corp • Real estate investment trusts

This First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) is made as of September 27, 2006, by and among Inland Real Estate Corporation (the “Borrower”), KeyBank National Association, individually and as “Administrative Agent,” and the “Lenders” as shown on the signature pages hereof.

AGREEMENT FOR THE CONTRIBUTION OF LIMITED LIABILITY COMPANY INTERESTS
Contribution Agreement • November 6th, 2006 • Inland Real Estate Corp • Real estate investment trusts

THIS AGREEMENT FOR THE CONTRIBUTION OF LIMITED LIABILITY COMPANY INTERESTS (this “Agreement”) dated as of October 10, 2006, is entered into between Inland Real Estate Corporation, a Maryland corporation (“IREC”), Inland Venture Corporation, a Delaware corporation (“IVC”) and IRC-IREX Venture, L.L.C., a Delaware limited liability company (“ the JV”).

SOFTWARE AND CONSULTING SHARED SERVICES AGREEMENT
Software and Consulting Shared Services Agreement • November 6th, 2006 • Inland Real Estate Corp • Real estate investment trusts

THIS SOFTWARE AND CONSULTING SHARED SERVICES AGREEMENT (the AAgreement@), effective as of February 13, 2006, (the AEffective Date@) is made by and between INLAND COMPUTER SERVICES, INC, an Illinois corporation, (AICS@), INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, (AIRRETI@), INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, (AIWEST@), INLAND REAL ESTATE CORPORATION, a Maryland corporation, , (AIREC@), INLAND AMERICAN REAL ESTATE TRUST, INC., a Maryland corporation, (AIARE@), (IRRETI, IWEST, IREC AND IARE are sometimes hereinafter collectively referred to as the AREITS@ and individually as a AREIT@), Inland HOLDCO Management LLC, a Delaware LLC (AIHM@) and Inland American HOLDCO Management LLC, a Delaware limited liability company (AIAHM@ and together with IHM sometimes hereinafter collectively referred to as the AManagement Companies@ and individually as a AManagement Company@).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 6th, 2006 • Inland Real Estate Corp • Real estate investment trusts

This Second Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) is made as of November 2, 2006, by and among Inland Real Estate Corporation (the “Borrower”), KeyBank National Association, individually and as “Administrative Agent,” and the “Lenders” as shown on the signature pages hereof.

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