EXHIBIT 10.2.2
MASTER MANAGEMENT AGREEMENT
THIS MASTER MANAGEMENT AGREEMENT (this "Agreement"), dated as of August 31,
2005, is entered into by and between INLAND AMERICAN REAL ESTATE TRUST, INC., a
Maryland corporation (the "Company"), and INLAND AMERICAN APARTMENT MANAGEMENT
LLC, a Delaware limited liability company (the "Property Manager").
WITNESSETH:
WHEREAS, the Company intends to operate as a "real estate investment trust" (a
"REIT"), as defined in Sections 856 through 860 of the Internal Revenue Code of
1986, as amended (the "Code"), for federal and state income tax purposes and
expects to make investments in real estate assets of the type permitted to be
made by REITs under the Code and otherwise in accordance with the Articles of
Incorporation and Bylaws of the Company (such investments being referred to
herein collectively as the "Properties" and individually as a "Property"); and
WHEREAS, the Company desires to have the Property Manager manage certain
Properties, and the Property Manager is willing to manage those Properties, on
the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the mutual covenants and conditions herein
set forth, the parties hereto agree as follows:
1.
EFFECTIVE DATE.
EFFECTIVE AS OF
AUGUST 31, 2005, THE COMPANY HEREBY RETAINS THE PROPERTY MANAGER TO MANAGE
CERTAIN APARTMENT AND OTHER PROPERTIES LOCATED IN THE UNITED STATES AND CANADA
(COLLECTIVELY, THE "TERRITORY").
THIS AGREEMENT IS NOT AN EXCLUSIVE MANAGEMENT
AGREEMENT AND THE PROPERTY MANAGER ACKNOWLEDGES AND AGREES THAT THE COMPANY MAY
ENGAGE OTHER MANAGEMENT COMPANIES TO MANAGE PROPERTIES WITHIN THE TERRITORY.
2.
TERMS AND CONDITIONS.
(A)
THE ENGAGEMENT OF THE PROPERTY MANAGER BY
THE COMPANY FOR ANY PROPERTY SHALL BE PURSUANT TO THE TERMS AND CONDITIONS OF A
SEPARATE MANAGEMENT AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS
EXHIBIT A (THE "MANAGEMENT AGREEMENT").
THE INITIAL TERM OF EACH MANAGEMENT
AGREEMENT SHALL COMMENCE ON THE DATE OF ACQUISITION BY THE COMPANY OF THE
PROPERTY, IF THE PROPERTY WILL BE MANAGED BY THE PROPERTY MANAGER, AND SHALL END
DECEMBER 31 OF THE YEAR IN WHICH THE PROPERTY WAS ACQUIRED, WITH THREE
SUCCESSIVE ONE-YEAR RENEWAL PERIODS OCCURRING IMMEDIATELY AFTER THIS INITIAL
TERM UNLESS EITHER PARTY TO THE MANAGEMENT AGREEMENT NOTIFIES THE OTHER PARTY IN
WRITING OF ITS INTENT TO TERMINATE BETWEEN SIXTY (60) AND NINETY (90) DAYS PRIOR
TO THE EXPIRATION OF THE INITIAL OR RENEWAL TERM.
NOTWITHSTANDING THE
FOREGOING, THE PARTIES MAY MUTUALLY AGREE TO VARY THE TERMS OF THE MANAGEMENT
AGREEMENT FOR ANY OR ALL OF THE PROPERTIES OR TO NOT ENTER INTO A WRITTEN
MANAGEMENT AGREEMENT FOR ANY PROPERTY.
(B)
FOR EACH APARTMENT PROPERTY MANAGED DIRECTLY
BY ENTITIES OTHER THAN THE PROPERTY MANAGER, ITS AFFILIATES OR AGENTS, THE
COMPANY SHALL PAY THE PROPERTY MANAGER A MONTHLY OVERSIGHT FEE OF UP TO ONE
PERCENT (1.0%) OF THE "GROSS INCOME" ATTRIBUTABLE TO
THE PROPERTY FOR THE MONTH FOR WHICH THE OVERSIGHT FEE IS PAID.
FOR THESE
PURPOSES, THE TERM "GROSS INCOME" MEANS THE AGGREGATE AMOUNT OF ANY AND ALL
RENTS, ASSESSMENTS AND OTHER ITEMS, INCLUDING, BUT NOT LIMITED TO, TENANT
PAYMENTS FOR