EXHIBIT 10.2.1
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 RETAIL 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 RETAIL 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 RETAIL 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