EXHIBIT 4.2
SHARE REPURCHASE
PROGRAM
The Board of Directors (the
“Board”) of Inland American Real Estate Trust, Inc., a
Maryland corporation (the “Company”), has adopted this
Share Repurchase Program (this “Repurchase Program”) to
permit and authorize the Company to repurchase shares of its common
stock, par value $0.001 per share (the “Shares”), from
its stockholders, in all cases subject to the terms, conditions and
limitations set forth herein. The effective date of this
Repurchase Program is August 31, 2005.
1.
Repurchase Price .
(a)
The Company is authorized to repurchase Shares from its
stockholders at the following prices per Share:
(i)
if the Shares are
beneficially owned by the requesting stockholder continuously for
at least one (1) year, the repurchase price shall be equal to $9.25
per Share;
(ii)
if the Shares are
beneficially owned by the requesting stockholder continuously for
at least two (2) years, the repurchase price shall be equal to
$9.50 per Share;
(iii)
if the Shares are
beneficially owned by the requesting stockholder continuously for
at least three (3) years, the repurchase price shall be equal to
$9.75 per Share; or
(iv)
if the Shares are
beneficially owned by the requesting stockholder continuously for
at least four (4) years, the repurchase price per Share shall be
determined by the Board in its sole and absolute discretion, but in
no event less than $10.00 per Share.
(b)
Notwithstanding Section 1(a) above, during periods when the
Company is engaged in a public offering of its Shares, the
repurchase price per Share under this Repurchase Program shall be
less than the per share price of the Shares offered in the public
offering.
2.
Treatment of Repurchased Shares . All Shares
repurchased by the Company pursuant to this Repurchase Program
shall be canceled and shall have the status of authorized but
unissued shares. The Company shall not reissue any Shares
repurchased by it pursuant to this Repurchase Program unless those
Shares are first registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under
appropriate state securities laws or otherwise issued in compliance
with these laws.
3.
Time of Repurchase; Funding; Repurchase Limitations
.
(a)
Time of Repurchase . Except as otherwise provided from
time to time by the Board, the Company shall make repurchases of
Shares under this Repurchase Program on or about the last business
day of each calendar month. As soon as reasonably practicable
following the date of each monthly repurchase hereunder, the
Company shall send to the applicable stockholder all cash proceeds
resulting from the repurchase of the stockholder’s
Shares.
(b)
Funding . The Company is authorized, for the purpose
of repurchasing Shares under this Repurchase Program in a
particular calendar month, to use (i) offering proceeds from any
public offerings of its Shares, (ii) proceeds from its Distribution
Reinvestment Plan (“Reinvestment Plan”) or (iii) any
operating funds that the Board in its sole discretion may reserve
for this purpose (collectively, the “Available
Funds”).
(c)
Excess Available Funds . In any calendar month, if the
aggregate amount of Available Funds exceeds the aggregate amount
needed to repurchase all Shares for which repurchase requests have
been received by the Company, the Company may, but shall not be
obligated to, carry over the excess amount of Available Funds to a
subsequent calendar month(s) for use in addition to the amount of
Available Funds otherwise available for repurchases during that
subsequent calendar month(s).
(d)
Insufficient Available Funds; Other Limitations . The
Company cannot guarantee that it will be able to repurchase all
Shares for which a repurchase request is received. In any
calendar month, if the aggregate amount of Available Funds
(including any excess amount carried over pursuant to Section
3(c) above) is less than the aggregate amount needed to
repurchase all Shares for which repurchase requests have been
received by the Company, the Company shall repurchase Shares on a
pro rata basis up to, but not in excess of, the aggregate
amount of Available Funds (including any excess amount carried over
pursuant to Section 3(c) above). In any calendar
month, if repurchasing all Shares for which repurchase requests
have been received by the Company would exceed the Aggregate Number
of Shares Limit (as defined below), the Company shall, to the
extent it has Available Funds (including any excess amount carried
over pursuant to Section 3(c) above), repurchase Shares on a
pro rata basis up to, but not in excess of, the Aggregate
Number of Shares Limit. Any stockholder whose repurchase
request has been partially accepted by the Company in a particular
calendar month shall have the remainder of his or her request
included with all new repurchase requests received by the Company
in the immediately following calendar month.
(e)
Percentage Limitation . Notwithstanding anything to
the contrary herein, at no time during any consecutive twelve (12)
calendar month period shall the number of Shares repurchased by the
Company under this Repurchase Program exceed five
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