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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 February [__], 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.
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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
LESS the cost of
any UCC search (as described in SECTION 4(d) below)
completed by, or
on behalf of, the Company with respect to those 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 percent (5.0%) of the aggregate number of Shares issued
and outstanding
as of the beginning of the twelve (12) calendar month
period (the
"Aggregate Number of Shares Limit").
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(f)
INEFFECTIVE WITHDRAWAL. In the ev
