SECOND AMENDMENT TO CREDIT AGREEMENT



SECOND AMENDMENT TO CREDIT AGREEMENT


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".


RECITALS


A.The REIT, Operating Partnership, Administrative Agent, and the Lenders are parties to a Credit Agreement dated as of March 31, 2003, as amended by a First Amendment to Credit Agreement dated as of May 7, 2003 (as amended, the "Credit Agreement").  All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

B.Pursuant to its rights under Section 2.20 of the Credit Agreement the Borrower has previously extended the Facility Termination Date from September 30, 2003 to March 31, 2004.

C.Borrower has requested that Lenders further extend the Facility Termination Date and the Lenders are willing to do so on the terms described herein.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS


1.The foregoing recitals to this Amendment are incorporated into and made a part of this Amendment.

2.The Facility Termination Date is hereby extended to May 14, 2004. 

3.The REIT and the Operating Partnership each hereby represent and warrant that:

(a)no Default or Unmatured Default exists under the Loan Documents or will exist after giving effect to the terms of this Amendment;

(b)the representations and warranties contained in Article V of the Credit Agreement are true and correct;

(c)the Loan Documents are in full force and effect and it has no defenses or offsets to, or claims or counterclaims relating to, the obligations under the Loan Documents;

(d)no changes have been made to its organizational documents since the date of the Credit Agreement unless such changes have been previously provided to Administrative Agent;

(e)there has been no material adverse change in its financial condition since the date of the Credit Agreement; and

(f)it has full power and authority to execute this Amendment.  







3.Except as specifically modified hereby, the Credit Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed.  All references in the Loan Documents to the "Credit Agreement" henceforth shall be deemed to refer to the Credit Agreement as amended by this Amendment.  

4.This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.  




















 

 

 

 

 

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IN WITNESS WHEREOF, the Borrowers, the Lenders and the Administrative Agent have executed this Amendment as of the date first above written.


INLAND RETAIL REAL ESTATE TRUST, INC. 





By:    /s/ Barry L. Lazarus

Print Name:  Barry L. Lazarus

Title:  President



2901 Butterfield Road

Oak Brook, Illinois  60523

Phone:  630-218-8000

Facsimile:  630-218-4935

Attention:  G. Joseph Cosenza



with a copy to: 



Barry L. Lazarus

200 Waymont Court

Suite 126

Lake Mary, Florida  32746

Phone:  407-688-6540

Facsimile:  407-688-6543




 

 

 












INLAND RETAIL REAL ESTATE

LIMITED PARTNERSHIP


By:Inland Retail Real Estate Trust, Inc., its general partner





By:  /s/ Barry L. Lazarus

Print Name:  Barry L. Lazarus

Title:  President



2901 Butterfield Road

Oak Brook, Illinois  60523

Phone:  630-218-8000

Facsimile:  630-218-4935

Attention:  G. Joseph Cosenza



with a copy to: 



Barry L. Lazarus

200 Waymont Court

Suite 126

Lake Mary, Florida  32746

Phone:  407-688-6540

Facsimile:  407-688-6543


 

 

 

 

 















 
COMMITMENT:KEYBANK NATIONAL ASSOCIATION,

$75,000,000Individually and as Administrative Agent





By:  ______________________________________

Print Name:  _______________________________

Title:  ____________________________________



227 West Monroe Street

18th Floor

Chicago, Illinois 60606

Phone:  312-730-2731

Facsimile:  312-730-2755

Attention:  Jane Blomquist

                  KeyBank Real Estate Capital


 

 

 

 

 

 













COMMITMENT:BANK OF AMERICA, N.A., 

$50,000,000


By:  

Print Name:  Susan Vercauteren

Title:  Senior Vice President



100 North Tryon Street

NC1-007-11-15

Charlotte, NC 28255

Phone:    704-388-4844

Facsimile:   704-333-2416

Attention:    Real Estate Group




 

 

 

 













COMMITMENT:LASALLE BANK NATIONAL ASSOCIATION

$35,000,000


By:  ________________________

Print Name:  Stephen Shockey

Title:  Vice President



135 South LaSalle Street

Chicago, Illinois  60603

Phone:  312-904-7096

Facsimile:  312-904-6691




 

 

 













COMMITMENTS:EUROHYPO AG, NEW YORK BRANCH

$30,000,000




By:  ___________________________

Print Name:  Ben Marciano

Title:  Managing Director



By:  __________________________

Print Name:  Jeff Page

Title:  Vice President



123 North Wacker Drive - Suite 2300

Chicago, Illinois  60606

Phone:  312-267-8870

Facsimile:  312-267-8875

Attention:  Ryan Huddlestun



with a copy to: 



Eurohypo AG, New York Branch

1114 Avenue of the Americas

New York, New York  10036

Attn:  Legal Director




 

 

 

 













 

COMMITMENTS:FIRST TENNESSEE BANK NATIONAL 

$10,000,000ASSOCIATION


By:  ____________________________

Print Name:  Philip McCutchan

Title:  Vice President



701 Market Street

Chattanooga, Tennessee  37402

Phone:  423-757-4075

Facsimile:  423-757-4040