Exhibit 10.165


 


	
  [GRAPHIC]

  	
  LaSalle
  Bank N.A.

  540 West Madison Street

  Suite 2132

  Chicago, IL 60661-2591

  (312) 992-5816

  (312) 992-5842

  Fax: (312) 992-5847

   

  Derivatives Confirmations

  



 


CONFIRMATION


 


	
  Date:

  	
   

  	
  December 14, 2007

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  INLAND AMERICAN ST PORTFOLIO, L.L.C. and INLAND
  AMERICAN ST FLORIDA PORTFOLIO, L.L.C. (Jointly & Severally (“Party
  B”)

  2901 Butterfield Road

  Oak Brook, IL 60523

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
  Gary Pechter

  
	
   

  	
   

  	
  Fax:

  	
  630-218-4900

  
	
   

  	
   

  	
  Phone:

  	
  630-645-2084

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION (“Party A”)

  540 West Madison, Suite 2132

  Chicago, IL 60661

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax: (312) 992-5847

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Re: Swap Transaction [No. INF 32005/48799]

  



 


Ladies/Gentlemen:


 


The purpose of this
letter agreement is to set forth the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below (the “Swap
Transaction”). This letter agreement constitutes a “Confirmation” as referred
to in the ISDA Master Agreement specified below.


 


The definitions and
provisions contained in the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc. (“ISDA”)), without
regard to subsequent amendments or revisions thereto, are incorporated into
this Confirmation. In the event of any inconsistency between those definitions
and provisions of this Confirmation, this Confirmation will govern. Party A and
Party B represent and warrant to the other that (i) it is duly authorized
to enter into this Swap Transaction and to perform its obligations hereunder
and (ii) the person executing this Confirmation is duly authorized to
execute and deliver it.


 


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1. This Confirmation
supplements, forms a part of, and is subject to, the 1992 the ISDA Master
Agreement in the form published by ISDA (Local Currency—Single Jurisdiction)
(the “Agreement”) as if you and we had executed the Agreement (but without any
Schedule thereto). The Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to choice
of law doctrine and the parties shall be deemed to have elected Market
Quotation and Second Method as the payment measure and payment method,
respectively, under the Agreement. This letter agreement shall constitute a
Confirmation under the Agreement. In addition, you and we agree to use our best
efforts to promptly negotiate, execute, and deliver an ISDA Master Agreement
(as published by ISDA) including a Schedule thereto (a “Full ISDA Agreement”).
It shall constitute an Additional Termination Event under the Agreement if a
Full ISDA Agreement is not fully executed and delivered by both parties by the
45th day after the Trade Date. In connection with such Additional Termination
Event, you shall be deemed the Affected Party. Upon execution and delivery by
both parties of a Full ISDA Agreement, this letter agreement shall constitute a
Confirmation thereunder and the Agreement (including the Additional Termination
Event referred to in this paragraph) shall be deemed terminated.


 


2. The terms of the particular
Swap Transaction to which this Confirmation relates are as follows:


 


	
  Notional Amount:

  	
   

  	
  USD 281,168,046.00

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  December 14, 2007

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  December 18, 2007

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  December 10, 2008

  
	
   

  	
   

  	
   

  
	
  Fixed Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate Payer:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate:

  	
   

  	
  4.32%

  



 


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  Fixed Rate

  	
   

  	
   

  
	
  Payer Payment Date:

  	
   

  	
  The last day of each month commencing on
  December 31, 2007 to and including the Termination Date, subject to
  adjustment in accordance with the Modified Following Business Day Convention

  
	
   

  	
   

  	
   

  
	
  Fixed Rate

  	
   

  	
   

  
	
  Day Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Floating Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Floating Rate

  	
   

  	
   

  
	
  Payer Payment Date:

  	
   

  	
  The last day of each month commencing on
  December 31, 2007 to and including the Termination Date, subject to
  adjustment in accordance with the Modified Following Business Day Convention

  
	
   

  	
   

  	
   

  
	
  Floating Rate Option:

  	
   

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  	
   

  
	
  Designated Maturity:

  	
   

  	
  1 month

  
	
   

  	
   

  	
   

  
	
  Initial Floating Rate:

  	
   

  	
  4.99625%

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating Rate

  	
   

  	
   

  
	
  Day Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Reset Dates:

  	
   

  	
  The first day of each Calculation Period

  
	
   

  	
   

  	
   

  
	
  Method of Averaging:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business Days:

  	
   

  	
  New York and London

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  Party A

  



 


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3.                          Offices:


 


(a)                     The Office of
the Fixed Rate Payer for this Swap Transaction is Oak Brook, IL.


 


(b)                    The Office of
the Floating Rate Payer for this Swap Transaction is Chicago, IL.


 


4.                        Account
Details:


 


Payments to Party A:


 


LASALLE BANK NATIONAL
ASSOCIATION, ABA #0710-0050-5, A/C 2090102-9030, Attn: Derivative Operations


 


Payments to Party B:


 


Please Advise


 


5.                        Other
Provisions:


 


	
  Assignment:

  	
   

  	
  This Swap Transaction may
  be assigned only with prior written consent

  
	
   

  	
   

  	
   

  
	
  Netting:

  	
   

  	
  The parties hereto hereby
  agree that subparagraph (ii) of Part 2(c) of the Agreement
  shall not apply to any Swap Transaction

  



 


6.                        Joint
and Several Liability:


 


(a)       Joint and Several Liability.
Except to the extent otherwise provided in this Part 6, (a) the term “Party
B” shall mean INLAND AMERICAN ST PORTFOLIO, L.L.C. and INLAND AMERICAN ST
FLORIDA PORTFOLIO, L.L.C. and each of them shall be jointly and severally
obligated hereunder and (b) the term “party” shall mean INLAND AMERICAN ST
PORTFOLIO, L.L.C. and INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C. and each of
them unless such term is being used to refer to Party A. An action to enforce
this Confirmation may be brought by Party A solely against INLAND AMERICAN ST
PORTFOLIO, L.L.C. or INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C. without any
requirement of joinder of the other of INLAND AMERICAN ST PORTFOLIO, L.L.C. or
INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C. in such action. This Swap Transaction
entered into hereunder shall be between Party A on the one hand, INLAND
AMERICAN ST PORTFOLIO, L.L.C. and INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C.
collectively as Party B on the other hand.


 


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(b)       Party A’s Obligations Joint and Not
Several. Party A’s obligations under this Confirmation shall be to INLAND
AMERICAN ST PORTFOLIO, L.L.C. and INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C.
jointly and not severally.


 


(c)       Receipt of Payments.
Amounts received by Party A on any Payment Date pursuant to Section 2 of
the Agreement or in respect of payments due under Section 6 of the
Agreement from Party A to INLAND AMERICAN ST PORTFOLIO, L.L.C. or INLAND
AMERICAN ST FLORIDA PORTFOLIO, L.L.C. shall be applied by Party A to amounts
then due hereunder from INLAND AMERICAN ST PORTFOLIO, L.L.C. and INLAND
AMERICAN ST FLORIDA PORTFOLIO, L.L.C. collectively as Party B.


 


(d)       Events of Default,
Termination Events and Early Termination Dates. Any Event of Default with
respect to INLAND AMERICAN ST PORTFOLIO, L.L.C. or INLAND AMERICAN ST FLORIDA
PORTFOLIO, L.L.C. and any Termination Event with respect to INLAND AMERICAN ST
PORTFOLIO, L.L.C. or INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C. shall be
deemed an Event of Default or Termination Event, as the case may be, with
respect INLAND AMERICAN ST PORTFOLIO, L.L.C. and INLAND AMERICAN ST FLORIDA
PORTFOLIO, L.L.C. collectively as Party B and INLAND AMERICAN ST PORTFOLIO,
L.L.C. and INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C. collectively, shall be
deemed to be the Defaulting Party, an Affected Party, or a Burdened Party, as
the case may be. The designation of an Early Termination Date under the
Agreement with respect to INLAND AMERICAN ST PORTFOLIO, L.L.C. or INLAND AMERICAN
ST FLORIDA PORTFOLIO, L.L.C. shall be deemed the designation of an Early
Termination Date with respect to INLAND AMERICAN ST PORTFOLIO, L.L.C. and
INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C. collectively as Party B.
Provisions regarding “two Affected Parties” in Section 6 of the Agreement
shall be deemed to apply in the instance of one Affected Party being Party A
and the other Affected Party being INLAND AMERICAN ST PORTFOLIO, L.L.C. and
INLAND AMERICAN ST FLORIDA PORTFOLIO, L.L.C. collectively as Party B. In no
event shall INLAND AMERICAN ST PORTFOLIO, L.L.C. and INLAND AMERICAN ST FLORIDA
PORTFOLIO, L.L.C. have the right to designate an Early Termination Date on the
basis of an occurrence of an Event of Default with respect to either one of
them as the Defaulting Party or on the basis of the occurrence of a Termination
Event unless such Termination Event is an Illegality or unless Party B is the
Burdended Party (and not an Affected Party) with respect to a Tax Event Upon
Merger, an Affected Party with respect to a Tax Event or the party which is not
the Affected Party in the case of a Credit Event Upon Merger. The designation
of an Early Termination Date by INLAND AMERICAN ST PORTFOLIO, L.L.C. or INLAND
AMERICAN ST FLORIDA PORTFOLIO, L.L.C. shall constitute the


 


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designation of an Early
Termination Date by INLAND AMERICAN ST PORTFOLIO, L.L.C. and INLAND AMERICAN ST
FLORIDA PORTFOLIO, L.L.C. collectively as Party B.


 


7.         IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT


 


To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each entity or person that opens an account.


 


When you open an
account, we will ask for the
business full legal name, street address, and tax identification number and
other information that will assist us in identifying the business. We may also
ask for other identifying information such as your date of birth and a copy of
your driver’s license.


 


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Please confirm that the foregoing correctly
sets forth the terms and conditions of our agreement by responding within ten (10) Business
Days by either (i) returning via facsimile an executed copy of this
Confirmation to the attention of Derivative Client Services (fax number: (312)
992-5847 and phone number: (312) 992-5844), or (ii) sending a facsimile to
the attention of Derivative Client Services substantially to the following
effect: “We acknowledge receipt of your fax dated December 14, 2007 with
respect to a Swap Transaction between Party B and Party A with an Effective
Date of December 18, 2007 and a Termination Date of December 10, 2008
and confirm that such fax correctly sets forth the terms of our agreement
relating to the Swap Transaction described therein. Very truly yours,                                           ,
by (specify name and title of authorized officer).” Failure to respond within
such period shall not affect the validity or enforceability of this Swap
Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.


 


 


Yours sincerely,


 


	
  LASALLE
  BANK NATIONAL ASSOCIATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Lily Levin

  	
   

  	
  By:

  	
  /s/ James M. Jarosz

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  LILY
  LEVIN

  	
   

  	
  Name:

  	
  JAMES M. JAROSZ

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VICE PRESIDENT

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
										



 


 


(Signature page follows)


 


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Confirmed as of the date
first written:


 


	
  INLAND
  AMERICAN ST PORTFOLIO, L.L.C.

  	
   

  
	
   

  
	
  By:

  	
  Inland
  American Real Estate Trust, Inc.,

  
	
   

  	
  its
  sole member

  
	
   

  
	
   

  	
  By:

  	
  /s/ Marcia Grant

  	
   

  
	
   

  	
  Name:

  	
  Marcia Grant

  	
   

  
	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  
						



 


	
  INLAND
  AMERICAN ST FLORIDA PORTFOLIO, L.L.C.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  Inland
  American Real Estate Trust, Inc.,

  
	
   

  	
  its
  sole  member

  
	
   

  
	
   

  	
  By:

  	
  /s/ Marcia Grant

  	
   

  
	
   

  	
  Name:

  	
  Marcia Grant

  	
   

  
	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  
						



 


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