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EXHIBIT 10.1
ESCROW AGREEMENT
THIS AGREEMENT is made and entered into as of the ______ day of
_______________, 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").
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 7,816,000 shares of
Common Stock (the "Shares"), 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
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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.
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, pursuant to
that certain Dealer Manager Agreement dated __________, 1997 between the Company
and the Dealer Manager (the "Dealer Manager Agreement"), an amount equal to 7%
of the sales price (or up to $.70) 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
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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 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 laws 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.
16. Any notice required to be given hereunder by any of the parties hereto
shall be addressed as follows:
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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:_______________________________________
Title:______________________________________
INLAND SECURITIES CORPORATION
By:_______________________________________
Title:______________________________________
LASALLE NATIONAL BANK, N.A.
CHICAGO, IL
By:_______________________________________
Title:______________________________________
