0001070764-04-000033 Sample Contracts

LOAN SERVICING AGREEMENT (PAYABLE)
Loan Servicing Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Loan Servicing Agreement is made as of the 1st day of April, 2004 by and between Inland Retail Real Estate Trust, Inc. ("Trust"), a Maryland corporation, and Inland Mortgage Servicing Corporation ("Servicer"), an Illinois corporation.

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INVESTMENT ADVISORY AGREEMENT FOR DISCRETIONARY ACCOUNTS
Investment Advisory Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made and entered into as of this 31st day of July, 2003 and between Inland retail Real Estate Trust, Inc. ("Client") and Inland Investment Advisors, Inc., an Illinois corporation ("Adviser"), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), for the purpose of setting forth the terms and conditions pursuant to which Adviser will manage Client's assets designed for management hereunder.

MASTER MANAGEMENT AGREEMENT
Master Management Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

IN CONSIDERATION of the mutual covenants and agreements herein contained, ______________________________ ("OWNER"), and Inland Mid-Atlantic Management Corp., a Delaware corporation ("MANAGER"), agree as follows:

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Second Amendment to Credit Agreement (this "Amendment") is made as of this 26th day of March, 2004 by and among Inland Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the "REIT") and Inland Retail Real Estate Limited Partnership, an Illinois limited partnership (the "Operating Partnership") (the REIT and the Operating Partnership are individually referred to as a "Borrower" and collectively referred to as the "Borrowers"), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, as amended, (collectively, the "Lenders") and KeyBank National Association, not individually, but as "Administrative Agent".

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 10th, 2004 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This First Amendment to Credit Agreement (this "Amendment") is made as of this 7th day of May, 2003 by and among Inland Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the "REIT") and Inland Retail Real Estate Limited Partnership, an Illinois limited partnership (the "Operating Partnership") (the REIT and the Operating Partnership are individually referred to as a "Borrower" and collectively referred to as the "Borrowers"), KeyBank, National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, as amended, (collectively, the "Lenders") and KeyBank, National Association, not individually, but as "Administrative Agent".

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