exv10w18






Exhibit 10.18




PROMISSORY NOTE




DEFINED TERMS



	 	 	 

	Execution Date:

	 	City and State of Signing:
	December
29, 2010

	 	Houston, Texas
	 
	 	 
	Loan Amount: Twenty-Three Million Two
Hundred Fifty Thousand and No/100
Dollars ($23,250,000.00) to be
disbursed to Borrower on the Advance
Date

	 	Interest Rate:

3.45% per annum.





Borrower: AMREIT PLAZA IN THE PARK, LP, A TEXAS LIMITED PARTNERSHIP





			
	Borrower’s Address:	 	AmREIT Plaza in the Park, LP

c/o AmREIT

8 Greenway Plaza, Suite 1000

Houston, Texas 77046




Holder: METLIFE BANK, N.A., A NATIONAL BANKING ASSOCIATION





			
	Holder’s Address:	 	MetLife Bank, N.A.

c/o Metropolitan Life Insurance Company

10 Park Avenue

Morristown, New Jersey 07962

Attn: Senior Vice President

         Real Estate Investments

	and	 	
		 	c/o Metropolitan Life Insurance Company

Two Lincoln Centre

5420 LBJ Freeway, Suite 1310

Dallas, Texas 75240

Attn: Director and OIC





	 	 	 

	Maturity Date: January 1, 2016
	 	Advance Date: The date funds are disbursed to
Borrower.

	 	 	 

	Interest Only Period: The period from
the Advance Date and ending on the
last day of the thirty-sixth (36th)
month thereafter.
	 	Liable Parties: As of the Execution Date, solely:

                          AmREIT, Inc.,

                          a Maryland corporation

                          8 Greenway Plaza, Suite 1000

                          Houston, Texas 77046

	 	 	 

	Interest Only Monthly Installment:
Equal monthly installments of interest
only at the Interest Rate each in the
amount of $66,843.75.


Principal and Interest Monthly
Installment: Equal monthly
installments of principal and interest
at the Interest Rate each in the
amount of $103,755.05. The Principal
and Interest Monthly Installment is
based upon an amortization period of
30 years.


Late Charge: An amount equal to four
cents ($.04) for each dollar that is
overdue.


Default Rate: An annual rate equal to
the Interest Rate plus four percent
(4%).
	 	Permitted Prepayment Period: The Loan may not be
prepaid in whole or in part at any time prior to
the Maturity Date except as follows: During the
90-day period prior to the Maturity Date,
Borrower may prepay the Loan in whole but not in
part without a Prepayment Fee on ‘not less than
30 days; prior written notice (“Prepayment
Notice”). In addition, commencing on the first
day of the twenty fifth (25th) month following
the Advance Date, Borrower may prepay the Loan,
in whole but not in part, with a Prepayment Fee
on not less than a 30-day Prepayment Notice.







 









 








Note: This Promissory Note. Deed of Trust: Deed of Trust, Security Agreement, and Fixture
Filing dated as of the Execution Date granted by Borrower to the Trustee named in the Deed of
Trust for the benefit of Holder. Loan Documents: This Note, the Deed of Trust and any other
documents related to this Note and/or the Deed of Trust, and all renewals, amendments,
modifications, restatements and extensions of these documents, except the Indemnity Agreement
and the Guaranty. Guaranty: The Guaranty Agreement dated as of the Execution Date and
executed by Liable Parties in favor of Holder. Indemnity Agreement: The Unsecured Indemnity
Agreement dated as of the Execution Date and executed by Borrower in favor of Holder.



Other Borrower: AmREIT C-Ranch, LP, a Texas limited partnership. Other Property: The real and
personal property collectively defined as the “Property” in the Other Deed of Trust. Other
Loan Documents: The Other Note, the Other Deed of Trust and any other documents related to
the Other Note and/or the Other Deed of Trust, and all renewals, amendments, modifications,
restatements and extensions of these documents, except the Other Indemnity Agreement and the
Other Guaranty. Other Note: Promissory Note made by Other Borrower, dated as of the Execution
Date, payable to the order of Holder in the principal amount of Nine Million Seven Hundred
Fifty Thousand and No/ 100 Dollars ($9,750,000.00). Other Deed of Trust: Deed of Trust,
Security Agreement and Fixture Filing dated as of the Execution Date and executed by Other
Borrower in favor of Holder covering the Other Property. Other Guaranty: The Guaranty
Agreement dated as of the Execution Date and executed by Liable Parties in favor of Holder in
relation to the Other Loan Documents. Other Indemnity Agreement: The Unsecured Indemnity
Agreement dated as of the Execution Date and executed by Other Borrower in favor of Holder.



The Guaranty, the Indemnity Agreement, the Other Guaranty and the Other Indemnity Agreement
are not Loan Documents or Other Loan Documents and shall survive repayment of the Loan or
other termination of the Loan Documents and/or the Other Loan Documents in accordance with
the terms of the Guaranty, the Indemnity Agreement, the Other Guaranty and the Other
Indemnity Agreement.







     FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder at Holder’s Address
or such other place as Holder may from time to time designate, the Loan Amount with interest
payable in the manner described below, in money of the United States of America that at the time of
payment shall be legal tender for payment of all obligations.



     Capitalized terms which are not defined in this Note shall have the meanings set forth in the
Deed of Trust.



     1. Payment of Principal and Interest. Principal and interest under this Note shall be
payable as follows:




     (a) Interest on the funded portion of the Loan Amount shall accrue from the Advance
Date at the Interest Rate and shall be paid on the first day of the first calendar month
following the Advance Date;




     (b) Commencing on the first day of the second calendar month following the Advance Date
and on the first day of each calendar month thereafter, to and including the first day of
the thirty-seventh (37th) calendar month following the Advance Date, Borrower shall pay the
Interest Only Monthly Installment; and,




     (c) Commencing on the first day of the thirty-eighth (38th) calendar month following
the Advance Date and on the first day of each calendar month thereafter, to and including
the first day of the calendar month immediately preceding the Maturity Date, Borrower shall
pay the Principal and Interest Monthly Installment; and,



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     (d) On the Maturity Date, a final payment in the aggregate amount of (i) the unpaid
principal sum evidenced by this Note, (ii) all accrued and unpaid interest, (iii) all
other sums evidenced by this Note, (iv) all other sums relating to the Property that
are secured by the Deed of Trust and/or any other Loan Documents, and (v) any future
advances under the Deed of Trust that may be made to or on behalf of Borrower by Holder
following the Advance Date (collectively, the “Secured Indebtedness”), shall become
immediately payable in full.



     Borrower acknowledges and agrees that, except for a prepayment permitted under the Loan
Documents, the outstanding Loan Amount shall be due on the Maturity Date.



     Interest shall be calculated on the basis of a thirty (30) day month and a three hundred sixty
(360) day year, except that (i) if the Advance Date occurs on a date other than the first day of a
calendar month, interest payable for the period commencing on the Advance Date and ending on the
last day of the month in which the Advance Date occurs shall be calculated on the basis of the
actual number of days elapsed over a 365 day or 366 day year, as applicable, and (ii) if the
Maturity Date occurs on a date other than the last day of the month, interest payable for the
period commencing on the first day of the month in which the Maturity Date occurs and ending on the
Maturity Date shall be calculated on the basis of the actual number of days elapsed over a 365 day
or 366 day year, as applicable.



     2. Application of Payments. At the election of Holder, and to the extent permitted by
law, all payments shall be applied in the order selected by Holder to any expenses, prepayment
fees, late charges, escrow deposits and other sums due and payable under the Loan Documents, and to
unpaid interest at the Interest Rate or at the Default Rate, as applicable. The balance of any
payments shall be applied to reduce the then unpaid Loan Amount.



     3. Security. The covenants of the Deed of Trust are incorporated by reference into
this Note. This Note shall evidence the Secured Indebtedness, and the Deed of Trust and the Other
Deed of Trust shall both secure each of the Secured Indebtedness and the Other Secured Indebtedness
(as defined in the Deed of Trust).



     4. Late Charge. If any payment of interest, any payment of an Interest Only Monthly
Installment or Principal and Interest Monthly Installment or any payment of a required escrow
deposit is not paid within 7 days (except as expressly provided otherwise in the Loan Documents)
after the due date, Holder shall have the option to charge Borrower the Late Charge. The Late
Charge is for the purpose of defraying the expenses incurred in connection with handling and
processing delinquent payments and is payable in addition to any other remedy Holder may have.
Unpaid Late Charges shall become part of the Secured Indebtedness and shall be added to any
subsequent payments due under the Loan Documents.



     5. Acceleration Upon Default. At the option of Holder, if Borrower fails to pay any
sum specified in this Note within 7 days of the due date (except as expressly provided otherwise in
the Loan Documents), or if an Event of Default occurs, the Secured Indebtedness, and all other sums
evidenced and/or secured by the Loan Documents, including without limitation any applicable
Prepayment Fees (collectively, the “Accelerated Loan Amount”), shall become immediately due and
payable.



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     6. Interest Upon Default. The Accelerated Loan Amount shall bear interest at the
Default Rate, which shall never exceed the maximum rate of interest permitted to be contracted for
under the laws of the State. The Default Rate shall commence upon the occurrence of an Event of
Default and shall continue until all defaults are cured.



     7. Limitation on Interest.




     (a) Savings Clause. It is expressly stipulated and agreed to be the intent of
Borrower and Holder at all times to comply strictly with the applicable Texas law governing
the maximum rate or amount of interest payable on this Note or the Related Indebtedness (as
herein defined) (or applicable United States federal law to the extent that it permits
Holder to contract for, charge, take, reserve or receive a greater amount of interest than
under Texas law). If the applicable law is ever judicially interpreted so as to render
usurious any amount (1) contracted for, charged, taken, reserved or received pursuant to
this Note, any of the other Loan Documents or any other communication or writing by or
between Borrower and Holder related to the transaction or transactions that are the subject
matter of the Loan Documents, (ii) contracted for, charged or received by reason of Holder’s
exercise of the option to accelerate the maturity of this Note and/or the Related
Indebtedness, or (iii) Borrower will have paid or Holder will have received by reason of any
voluntary prepayment by Borrower of this Note and/or the Related Indebtedness, then it is
Borrower’s and Holder’s express intent that all amounts charged in excess of the Maximum
Lawful Rate shall be automatically cancelled, ab initio, and all amounts in excess
of the Maximum Lawful Rate theretofore collected by Holder shall be credited on the
principal balance of this Note and/or the Related Indebtedness without payment of the
Prepayment Fee (or, if this Note and all Related Indebtedness have been or would thereby be
paid in full, refunded to Borrower), and the provisions of this Note and the other Loan
Documents immediately be deemed reformed and the amounts thereafter collectible hereunder
and thereunder reduced, without the necessity of the execution of any new document, so as to
comply with the applicable law, but so as to permit the recovery of the fullest amount
otherwise called for hereunder and thereunder; provided, however, if this Note has been paid
in full before the end of the stated term of this Note, then Borrower and Holder agree that
Holder shall, with reasonable promptness after Holder discovers or is advised by Borrower
that interest was received in an amount in excess of the Maximum Lawful Rate, either refund
such excess interest to Borrower and/or credit such excess interest against this Note and/or
any Related Indebtedness then owing by Borrower to Holder without payment of the Prepayment
Fee. Borrower hereby agrees that as a condition precedent to any claim seeking usury
penalties against Holder, Borrower will provide written notice to Holder, advising Holder in
reasonable detail of the nature and amount of the violation, and Holder shall have sixty
(60) days after receipt of such notice in which to correct such usury violation, if any, by
either refunding such excess interest to Borrower or crediting such excess interest against
this Note and/or the Related Indebtedness then owing by Borrower to Holder without payment
of the Prepayment Fee. All sums contracted for, charged or received by Holder for the use,
forbearance or detention of any debt evidenced by this Note and/or the Related Indebtedness
shall, to the extent permitted by applicable law, be amortized or spread, using the
actuarial method, throughout the stated term of this Note and/or the Related Indebtedness
(including any and all renewal and extension periods) until payment in full



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so that the rate or amount of interest on account of this Note and/or the Related
Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect and
applicable to this Note and/or the Related Indebtedness for so long as debt is outstanding.
In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates
certain revolving credit loan accounts and revolving triparty accounts) apply to this Note
and/or the Related Indebtedness. Notwithstanding anything to the contrary contained herein
or in any of the other Loan Documents, it is not the intention of Holder to accelerate the
maturity of any interest that has not accrued at the time of such acceleration or to collect
unearned interest at the time of such acceleration.




     (b) Definitions. As used herein, the term “Maximum Lawful Rate” shall mean the
maximum lawful rate of interest which may be contracted for, charged, taken, received or
reserved by Holder in accordance with the applicable laws of the State of Texas (or
applicable United States federal law to the extent that it permits Holder to contract for,
charge, take, receive or reserve a greater amount of interest than under Texas law), taking
into account all Charges (as herein defined) made in connection with the transaction
evidenced by this Note and the other Loan Documents. As used herein, the term “Charges”
shall mean all fees, charges and/or any other things of value, if any, contracted for,
charged, received, taken or reserved by Holder in connection with the transactions relating
to this Note and the other Loan Documents, which are treated as interest under applicable
law. As used herein, the term “Related Indebtedness” shall mean any and all debt paid or
payable by Borrower to Holder pursuant to the Loan Documents or any other communication or
writing by or between Borrower and Holder related to the transaction or transactions that
are the subject matter of the Loan Documents, except such debt which has been paid or is
payable by Borrower to Holder under this Note.




     (c) Ceiling Election. To the extent that Holder is relying on Chapter 303 of
the Texas Finance Code to determine the Maximum Lawful Rate payable on this Note and/or the
Related Indebtedness, Holder will utilize the weekly ceiling from time to time in effect as
provided in such Chapter 303, as amended. To the extent United States federal law permits
Holder to contract for, charge, take, receive or reserve a greater amount of interest than
under Texas law, Holder will rely on United States federal law instead of such Chapter 303
for the purpose of determining the Maximum Lawful Rate. Additionally, to the extent
permitted by applicable law now or hereafter in effect, Holder may, at its option and from
time to time, utilize any other method of establishing the Maximum Lawful Rate under such
Chapter 303 or under other applicable law by giving notice, if required, to Borrower as
provided by applicable law now or hereafter in effect.



     8. Prepayment. Borrower shall not have the right to prepay all or any portion of the
Loan Amount at any time during the term of this Note except as expressly set forth in the Loan
Documents. If Borrower provides notice of its intention to prepay, (a) the Accelerated Loan Amount
or, (b) in the case of a partial prepayment expressly permitted under the Loan Documents, the
amount specified in such notice and the applicable Prepayment Fee shall become due and payable on
the date specified in the Prepayment Notice; provided, however, Borrower shall have the right from
time to time to rescind or extend a Prepayment Notice in writing, provided that Borrower reimburses
Holder for any out-of-pocket costs (but specifically



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excluding any arising from any missed reinvestment opportunity) incurred by Holder in reliance
on Borrower’s original notice of intention to prepay the Loan. In addition to the foregoing
limitations on prepayment, this Note may not be prepaid without the simultaneous repayment of the
Other Note in accordance with the terms of each, except as otherwise permitted pursuant to, and
subject to the terms of, the Deed of Trust, including, without limitation, Section 10.05 thereof,
and the other Loan Documents.




     9. Prepayment Fee.




     (a) Any tender of payment by Borrower or any other person or entity of the Secured
Indebtedness, other than as expressly provided in the Loan Documents, shall constitute a
prohibited prepayment. If a prepayment of all or any part of the Secured Indebtedness is
made (i) following an Event of Default and an acceleration of the Maturity Date (provided
that reinstatement of the Loan in accordance with applicable law shall not constitute a
prepayment), (ii) following the application of Insurance Proceeds or Condemnation Proceeds
to the principal of the Loan in accordance with the terms and conditions of the Deed of
Trust, (iii) in connection with a purchase of the Property or a repayment of the Secured
Indebtedness at any time during or after a judicial or non-judicial foreclosure or sale of
the Property or (iv) in connection with the exercise of Borrower’s right to a Release of the
Deed of Trust under Section 10.05 of the Deed of Trust, then to compensate Holder for the
loss of the investment, Borrower shall pay an amount equal to the Prepayment Fee (as
hereinafter defined). Notwithstanding the foregoing, so long as Borrower makes a good faith
effort to recover any Prepayment Fee, including making and diligently pursuing a claim with
the insurer or condemning authority, as the case may be (provided that Borrower shall not be
required to commence litigation to recover the Prepayment Fee), which would be due as a
result of a casualty or condemnation, then the Prepayment Fee due as a result of the
casualty or condemnation shall be waived except to the extent recovered by Borrower. Upon
written request from Borrower, Holder will confirm waiver of the Prepayment Fee in
accordance with this Section 9(a). In addition, notwithstanding subsection (ii) of this
Section 9(a), Borrower shall not be required to pay the Prepayment Fee in the event that (A)
no Event of Default exists, (B) the Insurance Proceeds or Condemnation Proceeds are not
required to be released by Holder for Restoration in accordance with the terms and
conditions of the Deed of Trust, and (C) the Secured Indebtedness is paid in full by
Borrower.




     (b) The “Prepayment Fee” shall be the greater of (A) the Prepayment Ratio (as
hereinafter defined) multiplied by the difference between (x) and (y), where (x) is the
present value of all remaining payments of principal and interest, including the outstanding
principal due on the Maturity Date, discounted at the rate which, when compounded monthly,
is equivalent to the Treasury Rate plus twenty-five (25) basis points compounded
semi-annually, and (y) is the amount of the principal then outstanding, or (B) one percent
(1%) of the amount of the principal being prepaid.




     (c) The “Treasury Rate” shall be the annualized yield on securities issued by the
United States Treasury having a maturity equal to the remaining stated term of this Note, as
quoted in the Federal Reserve Statistical Release [H. 15 (519)] under the heading “U.S.
Government Securities — Treasury Constant Maturities” for the date which is five



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(5) Business Days prior to the date on which prepayment is being made. If this rate is
not available on such date, the Treasury Rate shall be determined by interpolating between
the yield on securities of the next longer and next shorter maturity. If the Treasury Rate
is no longer published, Holder shall select a comparable rate. Holder will, upon request,
provide an estimate of the amount of the Prepayment Fee two (2) weeks before the date of the
scheduled prepayment. A Business Day is a day on which Holder is conducting normal business
operations.




     (d) The “Prepayment Ratio” shall be a fraction, the numerator of which shall be the
amount of principal being prepaid, and the denominator of which shall be the principal then
outstanding.



     10. Waiver of Right to Prepay Note Without Prepayment Fee. Borrower acknowledges that
Holder has relied upon the anticipated investment return under this Note in entering into
transactions with, and in making commitments to, third parties and that the tender of any
prohibited prepayment, or any permitted prepayment which pursuant to the terms of this Note
requires a Prepayment Fee, shall include the Prepayment Fee. Borrower agrees that the determination
of the Interest Rate was based on the intent, expectation and agreement (and the Interest Rate
would have been higher without such agreement) of Borrower and Holder that the amounts advanced
under this Note would not be prepaid during the term of this Note, or if any such prepayment would
occur, the Prepayment Fee would apply (except as expressly permitted by the terms of this Note).
Borrower also agrees that the Prepayment Fee represents the reasonable estimate of Holder and
Borrower of a fair average compensation for the loss that may be sustained by Holder as a result of
a prohibited prepayment of this Note and it shall be paid without prejudice to the right of Holder
to collect any other amounts provided to be paid under the Loan Documents.



     BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER TEXAS LAW TO PREPAY THIS NOTE, IN
WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND
(B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY
ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BY BORROWER
UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER ENCUMBRANCE OR
DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THE DEED OF TRUST, THEN BORROWER SHALL BE
OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENT FEE SPECIFIED IN SECTION 9. BY EXECUTING THIS NOTE,
BORROWER AGREES THAT HOLDER’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET
FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.



     11. Liability of Borrower. Upon the occurrence of an Event of Default, except as
provided in this Section 11, Holder will look solely to the Property, the Other Property, the
security under the Loan Documents and the security under the Other Loan Documents for the repayment
of the Loan and will not enforce a deficiency judgment against Borrower. However, nothing contained
in this section shall limit the rights of Holder to proceed against Borrower and the general
partners of Borrower and/or Liable Parties (i) to enforce any Leases entered into by



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Borrower or its affiliates as tenant; (ii) to recover damages for fraud, material
misrepresentation, material breach of warranty or waste; (iii) to recover any Condemnation Proceeds
or Insurance Proceeds or other similar funds which have been applied by Borrower in contravention
of the Loan Documents or which, under the terms of the Loan Documents, should have been paid to
Holder; (iv) to recover (if and to the extent same has been applied by Borrower in contravention of
the Loan Documents) any tenant security deposits, tenant letters of credit or other deposits or
fees paid to Borrower or prepaid rents for a period of more than thirty (30) days; (v) to recover
Rents and Profits received by Borrower after the first day of the month in which an Event of
Default occurs and prior to the date Holder acquires title to the Property which have not been
applied to the Loan in accordance with the Loan Documents to operating and maintenance expenses of
the Property; (vi) to recover damages, costs and expenses arising from, or in connection with,
Article VI of the Deed of Trust pertaining to hazardous materials or the Indemnity Agreement; (vii)
to recover all amounts due and payable pursuant to Sections 11.06 and 11.07 of the Deed of Trust
and any amount expended by Holder in connection with the foreclosure of the Deed of Trust; (viii)
to recover costs and damages arising from Borrower’s failure to pay Premiums or Impositions in the
event Borrower is not required to deposit such amounts with Holder pursuant to Section 2.05 of the
Deed of Trust; and/or (ix) to recover damages arising from Borrower’s failure to comply with the
provisions of the Deed of Trust pertaining to ERISA.




     The limitation of liability set forth in this Section 11 shall not apply and the Loan shall be
fully recourse in the event that:




     (a) prior to the repayment of the Secured Indebtedness and the Other Secured
Indebtedness, (i) Borrower or Other Borrower commences a voluntary bankruptcy or insolvency
proceeding or (ii) an involuntary bankruptcy or insolvency proceeding is commenced against
Borrower or Other Borrower by a related party of either of them or by any person acting in
collusion or conspiring with either of them and such proceeding is not dismissed within
ninety (90) days of filing. In addition, neither this Section 11 nor any other provision of
this Note shall waive any rights which Holder would have under any provisions of the U.S.
Bankruptcy Code to file a claim for the full amount of the Secured Indebtedness and any
amounts owing under the other Loan Documents or to require that the Property, the Other
Property, the security under the Loan Documents and/or the security under the Other Loan
Documents shall continue to secure all of the Secured Indebtedness and the Other Secured
Indebtedness; or




     (b) unless otherwise approved in writing by Holder, there is (i) a Transfer or
Secondary Financing (as such terms are defined in the Deed of Trust), except as permitted in
the Loan Documents, or (ii) a “Transfer” or “Secondary Financing” (such terms having the
meaning ascribed to them in the Other Deed of Trust), except as permitted in the Other Loan
Documents.



     12. Waiver by Borrower. Except with respect to written notices required to be given
under the Loan Documents, Borrower, Liable Parties and others who may become liable for the payment
of all or any part of this Note, and each of them, waive diligence, demand, presentment for
payment, notice of nonpayment, protest, notice of dishonor and notice of protest, notice of intent
to accelerate and notice of acceleration and specifically consent to and waive notice of any



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amendments, modifications, renewals or extensions of this Note, including the granting of
extension of time for payment, whether made to or in favor of Borrower or any other person or
persons.




     13. Exercise of Rights. No single or partial exercise by Holder, or delay or omission
in the exercise by Holder, of any right or remedy under the Loan Documents shall waive or limit the
exercise of my such right or remedy. Holder shall at all times have the right to proceed against
any portion of or interest in the Property, the Other Property, the security under the Loan
Documents or the security under the Other Loan Documents in the manner that Holder may deem
appropriate, without waiving any other rights or remedies. The release of any party under this Note
shall not operate to release any other party which is liable under (a) this Note, (b) the other
Loan Documents, the Guaranty, or the Indemnity Agreement and/or (c) the Other Loan Documents, the
Other Guaranty, or the Other Indemnity Agreement.



     14. Fees and Expenses. If Borrower defaults under this Note, Borrower shall be liable
for and shall pay to Holder, in addition to the sums stated above, the costs and expenses of
enforcement and collection, including a reasonable sum as an attorney’s fee. This obligation is not
limited by Section 11,



     15. No Amendments. This Note may not be modified or amended except in a writing
executed by Borrower and Holder. No waivers shall be effective unless they are set forth in a
writing signed by the party which is waiving a right. This Note, the other Loan Documents and, to
the extent applicable, the Other Loan Documents are the final expression of the lending
relationship between Borrower and Holder, and there is no unwritten agreement with respect to the
subject matter of the Secured Indebtedness or the Other Secured Indebtedness. The Application (as
defined in the Deed of Trust) shall terminate and be of no further force or effect as of the
Advance Date.



     16. Governing Law. This Note is to be construed and enforced in accordance with the
laws of Texas.



     17. Construction. The words “Borrower” and “Holder” shall be deemed to include their
respective heirs, representatives, successors and assigns, and shall denote the singular and/or
plural, and the masculine and/or feminine, and natural and/or artificial persons, as appropriate.
The provisions of this Note shall remain in full force and effect notwithstanding any changes in
the shareholders, partners or members of Borrower. If more than one party is Borrower, the
obligations of each party shall be joint and several. The captions in this Note are inserted only
for convenience of reference and do not expand, limit or define the scope or intent of any section
of this Note,



     18. Notices. All notices, demands, requests and consents permitted or required under
this Note shall be given in the manner prescribed in the Deed of Trust.



     19. Time of the Essence. Time shall be of the essence with respect to all of
Borrower’s obligations under this Note.



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     20. Severability. If any provision of
this Note should be held unenforceable or void,
then that provision shall be deemed separable from the remaining provisions and shall not affect
the validity of this Note, except that if that provision relates to the payment of any
monetary sum, then Holder may, at its option, declare the Secured Indebtedness (together with the
Prepayment Fee) immediately due and payable.



     21. Cross Default and Cross Collateralization. An Event of Default with respect to the
Loan shall be an Event of Default with respect to both the Loan and the Other Loan, and upon the
occurrence of an Event of Default under any of the Loan Documents, Holder shall have the right to
exercise any and all remedies granted to Holder under any of the Loan Documents in accordance with
the terms and conditions thereof, subject to and as further provided in the Deed of Trust.



[SIGNATURE PAGE IMMEDIATELY FOLLOWS]




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     IN WITNESS WHEREOF, Borrower has executed this Note as of the Execution Date.



	 	 	 	 	 
	 	Borrower:





AMREIT PLAZA IN THE PARK, LP,

a Texas limited partnership

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	By:  	     AmREIT SPE 6, LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its general partner 	 
	 
	 	 	 
	 	By:  	     /s/ Chad C. Braun
 	 
	 	 	Name:  	Chad C. Braun 	 
	 	 	Title:  	Vice President 	 
	 









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