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EXHIBIT 10.1
ESCROW AGREEMENT
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EXHIBIT 10.1
ESCROW AGREEMENT
THIS AGREEMENT is made and entered into as of the 14th day of July, 1997,
by and among INLAND REAL ESTATE CORPORATION, a Maryland corporation (the
"Company"), INLAND SECURITIES CORPORATION, an Illinois Corporation (the "Dealer
Manager"), and LASALLE NATIONAL BANK, N.A., CHICAGO, ILLINOIS (the "Escrow
Agent"). Unless otherwise defined, capitalized terms used herein shall have
the same meaning as in the Registration Statement on Form S-11.
1. The Company does hereby open this escrow and Escrow Agent's sole
concern and duties shall be as specifically set forth herein:
1.1 From time to time during the course of this escrow, in
connection with the Company's offering (the "Offering") of up to
20,000,000 shares of Common Stock on a "best efforts" basis (the
"Shares") (exclusive of Shares offered and sold pursuant to the
Company's distribution reinvestment program), Escrow Agent will receive
from subscribers deposits to be held in escrow in accordance with the
terms hereof. All such funds received by Escrow Agent shall be placed
into an interest-bearing account entitled "Inland Real Estate
Corporation Escrow Account" (the "Escrow Account").
2. All deposits from each subscriber shall be accompanied by a
subscription agreement, stating among other things, subscriber name, current
address and investment amount.
3. Checks deposited in the Escrow Account from the various subscribers
shall be made payable to "LNB, Escrow Agent for IREC."
4. All parties understand and are aware that all funds received during
the course of the escrow and deposited in the Escrow Account must clear the
normal banking channels prior to the release of any funds.
5. The Company understands that it is not entitled to any funds
received into escrow in the event of cancellation of the Offering and in such
event, deposits shall be returned to the subscribers.
6. Subscribers named in any subscription for Shares clearly understand
that this is an impound escrow between the Company, the Dealer Manager, and the
Escrow Agent and that they are not a party to this escrow.
7. All documents, including any instrument necessary for the
negotiation or other transfer of escrow assets, deposited simultaneously with
the execution of this Agreement are approved by the Company, and the Escrow
Agent shall not be obligated to inquire as to the form, manner of execution or
validity of these documents or any document hereafter deposited pursuant to the
provisions hereof, nor shall the Escrow Agent be obligated to inquire as to the
identity, authority or rights of the persons executing the same. The Escrow
Agent shall be liable under this Agreement only for its failure to exercise due
care in the performance of its duties expressly set forth in this Agreement.
The Escrow Agent shall have a lien on all securities, monies and documents
deposited in this escrow by each subscriber to secure Escrow Agent's reasonable
compensation and expenses and for judgments, attorneys' fees and other
liabilities which the Escrow Agent may incur or sustain by reason of this
escrow, and the undersigned agrees to pay to Escrow Agent, upon demand, amounts
to satisfy all such liabilities, fees and expenses. In case of conflicting
demands upon it, the Escrow Agent may withhold performance of this escrow until
such time as the conflicting demands shall have been withdrawn or the rights of
the respective parties shall have been settled by court adjudication,
arbitration, joint order or otherwise.
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8. Commencing with the date the Securities and Exchange Commission
declares the Company's Registration Statement on Form S-11 effective (the
"Effective Date"), and ending on the Termination Date (the "Offering Period"),
the Escrow Agent shall disburse (i) to the Dealer Manager on a monthly basis,
subject to the terms and conditions of the Dealer Manager Agreement dated July
14, 1997 between the Company and the Dealer Manager (the "Dealer Manager
Agreement"), up to 7% of the sales price ($.70 based on the $10.00 sales price)
for each Share sold by the Dealer Manager; and (ii) the remainder of any funds
received by the Escrow Agent to the Company on a monthly basis, or otherwise in
accordance with the Company's written request, and any funds held in escrow
shall be invested by the Escrow Agent, subject to paragraph 9 hereof, in such
instruments as the Company may direct. Upon termination of the Offering, which
shall occur not later than 12 months after the Effective Date, provided however
that, subject to requalification in certain states, the Company may extend the
Offering Period from time to time, but in no event more than two years after
the Effective Date (the "Termination Date"), all amounts theretofore
undistributed shall be distributed to the Company and to the Dealer Manager,
and this escrow shall close and be consummated in its entirety.
9. The funds deposited herein shall be invested in federally insured
bank accounts (e.g., savings accounts), short-term certificates of deposit
issued by a bank, short-term securities issued or guaranteed by the United
States government and any other investments permitted under Rule 15c2-4 of the
Securities Exchange Act of 1934, as amended, at the direction of the Company.
The interest on such investments shall, on a monthly basis while subscribers'
deposits remain in escrow and, if all conditions herein are met, when such
deposits are disbursed to the Company, be disbursed by the Escrow Agent to the
Company in accordance with paragraph 8 hereof.
10. Any notices which are required or desired to be given hereunder to
the parties hereto shall be in writing and may be given by mailing the same to
the address indicated below (or to such other address as either of the parties
may have theretofore substituted therefor by written notification to the other
party hereto), by registered or certified United States mail, postage prepaid.
For all purposes hereof, any notice so mailed by the Escrow Agent shall be
treated as though served upon the party to whom it was mailed at the time it is
deposited in the United States mail by the Escrow Agent whether or not such
party thereafter actually receives such notice. Notices to the Escrow Agent
shall be in writing and shall not be deemed to be given until actually received
by the Escrow Agent's trust department. Whenever under the terms hereof the
time for giving a notice or performing an act falls upon a Saturday, Sunday or
bank holiday, such time shall be extended to the Escrow Agent's next business
day.
11. The Escrow Agent, when acting as the Escrow Agent, undertakes to
perform only such duties as are expressly set forth herein and the Escrow Agent
shall not be subject to, nor obliged to recognize, any other agreement between,
or direction or instruction of, the Company even though reference thereto may
be made herein; provided, however, this Agreement may be amended at any time or
times by an instrument in writing signed by the Company, the Dealer Manager and
Escrow Agent. In the event the Escrow Agent becomes involved in or is
threatened with litigation by reason hereof, it is hereby authorized to and may
deposit with the clerk of a court of competent jurisdiction any and all funds
held by it pursuant hereto, and thereupon the Escrow Agent shall stand fully
relieved and discharged of any further duties hereunder.
12. If any property subject hereto is at any time attached, garnished
or levied upon, under any court order, or in case the payment, assignment,
transfer, conveyance or delivery of any such property shall be stayed or
enjoined by any court order, or in any case any order, judgment or decree shall
be made or entered by any court affecting such property, or any part thereof,
then in any of such events, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ, judgment or
decree, which it is advised by legal counsel of its own choosing is binding
upon it, and if it complies with any such order, writ, judgment or decree, it
shall not be liable to any of the parties hereto or to any other person, firm
or corporation by reason of such compliance, even though
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such order, writ, judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.
13. This Agreement shall be construed, enforced and administered in
accordance with the internal laws, as opposed to the conflicts of laws
provisions, of the State of Illinois.
14. The Escrow Agent shall be entitled to reasonable fees in connection
with this Escrow, which fees shall be payable by the Company.
15. The Escrow Agent may resign by giving five days written notice by
registered or first class mail sent to the undersigned at its address herein
set forth; and, thereafter, shall deliver all remaining deposits in said escrow
upon the written and signed order of the undersigned. If no such notice is
received by the Escrow Agent within 30 days after mailing such notice it is
unconditionally and irrevocably authorized and empowered to send any and all
items deposited hereunder by registered mail to the respective depositors
thereof or, at its sole option, to deliver such deposited items to the
respective depositors.
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16. Any notice required to be given hereunder by any of the parties
hereto shall be addressed as follows:
If to the Company:
Inland Real Estate Corporation
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
If to the Dealer Manager:
Inland Securities Corporation
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
If to Escrow Agent:
LaSalle National Bank, N.A.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Corporate Trust Department
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
INLAND REAL ESTATE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
INLAND SECURITIES CORPORATION
By: /s/ Xxxxxx Xxxx Xxxxxx
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Title: President
LASALLE NATIONAL BANK, N.A.
CHICAGO, IL
By: /s/ Xxxxxxxx Xxxx
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Title: Assistant Vice President
