EXHIBIT 99.1
INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC.
AMENDED AND RESTATED SHARE
REPURCHASE PLAN
The Board of Directors (the
“Board”) of Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation (the “Company”), has
adopted and elected to implement a share repurchase plan (the
“Original Plan”) by which shares of the Company’s
Common Stock (“Shares”) may be repurchased by the
Company from shareholders subject to certain conditions and
limitations. The Board of the Company has elected, pursuant to
Section 6 of the Original Plan, to amend and restate the Original
Plan in its entirety, as set forth below (as so amended and
restated, the “Repurchase Plan”). The effective
date of the Original Plan was August 1, 2003, and the effective
date of the Repurchase Plan is February 1, 2007.
1.
REPURCHASE OF SHARES. The Company may, at its option,
repurchase Shares presented to the Company for cash, subject to the
limitations regarding availability of funds and the aggregate
amount of Shares the Company is permitted to purchase under the
Repurchase Plan, and certain other conditions and restrictions
established by this Repurchase Plan. Any and all Shares the Company
purchases under the Repurchase Plan shall be canceled, and shall
have the status of authorized but unissued Shares. Any and all
Shares the Company acquires under the Repurchase Plan shall not be
reissued unless such Shares are first registered with the
Securities and Exchange Commission under the Securities Act of 1933
and under appropriate state securities laws or otherwise issued in
compliance with such laws.
2.
REPURCHASE PRICE. The repurchase price at which Shares
may be sold back to the Company are as follows:
(a)
EFFECTIVE FEBRUARY 1, 2007. Effective February 1, 2007,
if the Shares are beneficially held for one year from the purchase
date, the repurchase price shall be $9.75 per Share.
(b)
EFFECTIVE OCTOBER 1, 2007. Effective October 1, 2007,
if the Shares are beneficially held for one year from the purchase
date, the repurchase price shall be $10.00 per Share.
3.
FUNDING OF REPURCHASE PLAN. The Company is permitted,
for the purpose of repurchasing Shares, to use offering proceeds
from public offerings of its Shares, as well as proceeds from its
Distribution Reinvestment Program (“Reinvestment
Program”) and other operating funds, if any, as the Board, in
its sole discretion, may reserve for this purpose.
(a)
DISTRIBUTION REINVESTMENT PROGRAM. The full amount of
the proceeds from the Reinvestment Program attributable to any
month may be used by the Company to repurchase Shares presented
during that month.
(b)
EXCESS AVAILABLE FUNDS. In the event that the proceeds
from the Reinvestment Program plus the amount of available funds
from a concurrent public offering, if any, exceed the amount needed
to repurchase the Shares for which repurchase requests have been
submitted in a particular calendar month, the Company may in its
sole discretion (but shall not be obligated to) carryover such
excess amount to the subsequent calendar month(s) for use in
addition to the amount of proceeds available from the Reinvestment
Program and available funds from a concurrent public offering, if
any, otherwise available for repurchases during that subsequent
month(s).
(c)
INSUFFICIENT AVAILABLE FUNDS. In the event that the
proceeds from the Reinvestment Program plus the amount of available
funds from a concurrent offering, if any, are insufficient in
amount to repurchase all of the Shares for which repurchase
requests have been submitted in a particular month, including
Shares which the Company was unable to purchase in preceding months
(or in the event honoring all repurchase requests would violate the
Aggregate Number of Shares Limit described in Section 4(b) below),
the Company shall repurchase only those Shares for which it has
available funds (and which would not violate the Aggregate Number
of Shares Limit), on a pro rata basis for that calendar month. A
shareholder whose Shares are not repurchased due to insufficient
proceeds or because of the Aggregate Number of Shares Limit in that
month will have his or her request included in the next succeeding
month. As provided for in Section 4(g) below, a shareholder whose
Shares are not repurchased may withdraw his or her request for
repurchase by notifying the Company in writing before the last
business day of the month. The Company cannot guarantee that it
will be able to repurchase all Shares for which a repurchase
request is received.
(d)
PERCENTAGE LIMITATION. To the extent the Company has
funds available from sources described in subparagraphs 3(a), 3(b)
and 3(c) above, the Company may effect repurchases of Shares;
provided, however, at no time during any consecutive 12-month
period may the number of Shares repurchased by the Company under
this Repurchase Plan exceed five percent (5%) of the number of
Shares outstanding at the beginning of such 12-month
period.
(e)
TIME OF REPURCHASE. The Company shall effect all
repurchases under the Repurchase Plan on the last business day of
the calendar month. Following such repurchases, the Company shall
send to the subject shareholder the cash proceeds of such
repurchase.
(f)
