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EXHIBIT 10.1
ESCROW AGREEMENT
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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"). 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
(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
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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.
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
__________, 1997 between the Company and the Dealer Manager (the "Dealer
Manager Agreement"), up to 7% of the sales price ($.70 based on $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
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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 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
principles, 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
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If to the Dealer Manager:
Inland Securities Corporation
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If to Escrow Agent:
LaSalle National Bank, N.A.
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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:______________________________________
