**Exhibit10.507**

 

**AMENDEDAND RESTATED**

**BUILDINGLOAN PROMISSORY NOTE**

 

| $10,551,190.00 |   | Oak Brook, Illinois   |
|----------------|--------|-----------------------|
|           |   | December 7, 2004 |

 

THIS AMENDED AND RESTATEDBUILDING LOAN PROMISSORY NOTE (hereinafter referred to as this “Note”) is madeby and between **INLAND WESTERN CORAM PLAZA,L.L.C.,**a Delaware limited liability company (hereinafter referredto as “Maker”), and **SKY BANK**, withoffices at The Times Building, Second Floor, 336 Fourth Avenue, Pittsburgh,Pennsylvania 15222 (hereinafter referred to as “Payee”).

 

**RECITALS**

 

WHEREAS, Coram PropertyDevelopment LLC, a Delaware limited liability company (hereinafter referred toas “Original Maker”) executed and delivered to Payee that certain Building LoanPromissory Note dated as of June 12, 2003, in the original principalamount of $10,551,190.00 (hereinafter referred to as the “Original Note”), andthe loan evidenced by the Original Note is hereinafter referred to as the“Original Loan”; and

 

WHEREAS, Maker, OriginalMaker and Payee have entered into that certain Assignment, Assumption,Modification and Release Agreement of even date herewith (the “LoanAssignment”), pursuant to which Original Maker assigned to Maker, and Makerassumed, all of Original Maker’s rights, liabilities, duties and obligationsunder the Original Loan, as modified herein and in the Loan Assignment; and

 

WHEREAS,Maker and Payee have agreed to amend and restate the Original Note, as setforth herein.

 

NOW, THEREFORE, for goodand valuable consideration, the receipt and legal sufficiency of which arehereby acknowledged, the parties hereto, intending to be legally bound, agreethat the Original Note is hereby amended and restated as follows:

 

**BUILDINGLOAN PROMISSORY NOTE**

 

| $10,551,190.00 |   | Oak Brook, Illinois   |
|----------------|--------|-----------------------|
|           |   | December 7, 2004 |

 

FOR VALUE RECEIVED, **INLAND WESTERN CORAM PLAZA, L.L.C.,** a Delawarelimited liability company (hereinafter referred to as “Maker”), promises to payto the order of **SKY BANK**, withoffices at The Times Building, Second Floor, 336 Fourth Avenue, Pittsburgh,Pennsylvania 15222 (hereinafter referred to as “Payee”), the principal sum ofTen Million Five Hundred Fifty One Thousand One Hundred Ninety and No/100Dollars ($10,551,190.00), or so much thereof as shall be

 

----

 

advanced,lawful money of the United States of America, together with interest from thedate hereof, at the rate and on the terms set forth herein, as follows:

 

A.            RATE OF INTEREST. All capitalized terms used in this Section A and not defined hereinshall have the meanings set forth in Sections C and D of this Note.  From and including the Date of Closing andthrough and including the Maturity Date, this Note shall bear interest on thePrincipal Balance at a rate per annum equal to the LIBOR Rate (as hereinafterdefined) plus two and one-quarter percent (2.25%) (hereinafterreferred to as the “Interest Rate”), fixed for periods of one (1) month orthree (3) months (hereinafter referred to as the “LIBOR Rate Periods”), asselected by Maker.  Interest at theInterest Rate shall accrue on the unpaid Principal Balance based on a year of365 days and actual days elapsed per calendar month, and shall be calculatedbased on a year of 365 days.  The term“LIBOR Rate”, as used herein, shall mean the rate per annum identified in themoney rates section of the Wall Street Journal (northeastern edition) tobe the LIBOR rate, applicable to the respective LIBOR Rate Period which hasbeen selected by Maker.  In the eventthat the Wall Street Journal is no longer published or ceases to publish theLIBOR Rate, then Payee shall select a comparable replacement daily financialpublication of national circulation to determine the LIBOR Rate.  Maker shall deliver to Payee, no later thantwo (2) business days prior to the expiration of a LIBOR Rate Period, writtennotice pursuant to which Maker shall select the one (1) month or three (3)month LIBOR Rate Period to follow the existing LIBOR Rate Period.  Maker shall not be permitted to select aLIBOR Rate Period which extends beyond the Maturity Date.  In the event that Maker fails to select a LIBORRate Period prior to the expiration of an existing LIBOR Rate Period, then thesucceeding LIBOR Rate Period shall be deemed to be the same LIBOR Rate Periodas the expiring LIBOR Rate Period, unless such expiring LIBOR Rate periodextends beyond the Maturity Date, in which case the succeeding LIBOR Rateperiod shall be the LIBOR Rate Period closest in duration to the expiring LIBORRate Period and which does not extend beyond the Maturity Date.  Interest shall accrue on the PrincipalBalance,  at theInterest Rate, from and including the day immediately following the last day ofthe prior LIBOR Rate Period and through and including the last day of theselected LIBOR Rate Period.

 

Notwithstanding anyprovision contained in this Note to the contrary, the Interest Rate shall not,at any time during the term of this Note, be less than four and three quarterspercent (4.75%).  In the event that sumof the LIBOR Rate plus two and one quarter percent (2.25%) is less than fourand three quarters percent (4.75%), then for so long as such sum is less thanfour and three quarters percent (4.75%), the Interest Rate shall be four andthree quarters percent (4.75%) per annum.

 

B.            TERMS OF PAYMENT.

 

1.             Monthly Installments.         Maker shall pay to Payee six (6) consecutive monthlypayments consisting of; (i) a fixed principal payment in the amount of TwentySeven Thousand One and 98/100 Dollars ($27,001.98), plus (ii) interestat the Interest Rate accrued on the Principal Balance (hereinafter individuallyreferred to as “Monthly Installment” and collectively referred to as the“Monthly Installments”), which Monthly Installments shall be due, payable andpaid on January

 

2

----

 

1, 2005 and on the firstday of each calendar month thereafter through and including May 1, 2005.

 

2.             Application of Payments.  All payments of Monthly Installments and anypartial payment of any Monthly Installment shall be applied first to late feesand charges and any other charges due hereunder, then to interest and then toprincipal.  This Note is one of three (3)promissory notes made or to be made by Maker in connection with loans in theaggregate amount of $20,760,000 to be made by Payee.  Such promissory notes (other than this Note),as they may be renewed or extended, are herein referred to as the “OtherFacility Notes”.  All payments under thisNote shall be aggregated with payments under the Other Facility Notes and shallbe applied proportionately to the obligations under this Note and the Other FacilityNotes.

 

C.            MATURITY. The entire Principal Balance, together with all accrued and unpaidinterest thereon and any other unpaid sums, shall bedue, payable and paid, without presentment or demand, on June 1, 2005(referred to herein as the “Maturity Date”).

 

D.            DEFINITIONS.

 

1.             Principal Balance.  The term “Principal Balance”, as used herein,shall mean the outstanding principal amount of this Note and all other sums(excluding interest) required to be paid by Maker pursuant to the terms of thisNote and the Mortgage (as that term is hereinafter defined).

 

2.             Date of Closing.  The term “Date of Closing”,  as used herein, shall meanDecember 23, 2004.

 

E.             TAX AND INSURANCE ESCROW.  Maker shall pay to Payee with each MonthlyInstallment, an amount equal to one-twelfth (1/**12th) of the annual real estate taxes and assessments (if any) onthe Mortgaged Property and an amount equal to one-twelfth (1/12th) of theannual insurance premiums, as estimated by Payee, to be held by Payee in anon-interest bearing account for payment of said taxes, assessments andinsurance premiums.

 

F.             PLACE OF PAYMENT. The Monthly Installments and all other sums due hereunder and under theMortgage shall be payable at Sky Bank, P.O. Box 40, East Liverpool, Ohio 43920, or at such other place as Payee,from time to time may designate to Maker in writing, delivered to Maker at theaddress set forth in the Mortgage for notices to Maker.

 

G.            PREPAYMENT. Maker shall have the right to prepay the Principal Balance, in whole orin part, at any time during the term of this Note, without penalty or premium;provided, however, that any such prepayment is accompanied by payment of allinterest accrued on the outstanding Principal Balance of this Note to the dateof prepayment, and by payment of all other fees, costs and charges required tobe paid by Maker to and for the benefit of Payee.

 

3

----

 

Payment of this Note issecured by the Building Loan Mortgage (as that term is defined in the LoanAssignment), which Building Loan Mortgage encumbers the Mortgaged Property (asthat term is defined in the Building Loan Assignment).  In addition to the Building Loan Mortgage,payment of this Note is secured by: (i) a first security interest in allfurniture, fixtures, machinery, appliances, equipment and other personalproperty of Maker used in the operation of the Mortgaged Property and Maker’sbusiness conducted therein, as evidenced by the Financing Statements (as thatterm is defined in the Loan Assignment) and (ii) a first assignment of allleases and rents relating to or arising out of the Mortgaged Property, asevidenced by the Building Loan Assignment (as that term is defined in the LoanAssignment).

 

All of the agreements,conditions, covenants, provisions and stipulations contained in the BuildingLoan Mortgage, the Building Loan Assignment and the Financing Statements(collectively referred to herein as the “Loan Documents”) which are to be keptand performed by Maker are hereby made a part of this Note to the same extentand with the same force and effect as if they were fully set forth herein, andMaker covenants and agrees to keep and perform them, or cause them to be keptand performed, strictly in accordance with their terms.

 

If any Monthly Installmentor any other payment due hereunder shall not be paid, in immediately availableand collectible funds, within ten (10) days of its due date, Maker shall pay toPayee a late charge of five cents ($.05) for each dollar of such amount sooverdue.  It is further understood thatthe following defaults shall constitute events of default hereunder and arereferred to herein as an “Event of Default” or “Events of Default”: (i) adefault in the payment, in immediately available and collectible funds, of anyMonthly Installment or any monetary sum due hereunder or under the LoanDocuments and such default is not fully cured within ten (10) days from thedate on which it shall fall due, (ii) a default in the performance of any ofthe non-monetary agreements, conditions, covenants, provisions or stipulationscontained in this Note, or in the Loan Documents and such default is not curedwithin thirty (30) days after receipt of written notice thereof, or (iii) theoccurrence of an Event of Default under the Other Facility Notes; provided,however, that if such default is not susceptible of being cured within thirty(30) days, such thirty (30) day period shall be extended for such additionaltime as Payee shall reasonably deem necessary for such cure, provided that Makercommences to cure such default during the original thirty (30) day period anddiligently prosecutes the curing thereof. Upon the occurrence of an Event of Default hereunder or under theMortgage, Payee, at its option and without notice to Maker, may declareimmediately due and payable the entire Principal Balance with interest accruedthereon at the Interest Rate to the date of such Event of Default andthereafter at a rate three percent (3%) per annum in excess of the InterestRate and all other sums due by Maker hereunder or under the Loan Documents,anything herein or in the Loan Documents to the contrary notwithstanding; andpayment thereof may be enforced and recovered in whole or in part at any timeby one or more of the remedies provided to Payee in this Note or in the LoanDocuments.  In such case, Payee may alsorecover all costs of suit and other expenses in connection therewith, togetherwith reasonable attorney’s fees for collection, together with interest on anyjudgment obtained by Payee at a rate three percent (3%) per annum, in excess ofthe Interest Rate from and after the date of any Sheriffs sale until actualpayment is made by the Sheriff to Payee of the full amount due Payee.

 

4

----

 

The remedies of Payee asprovided herein, or in the Loan Documents, and the warrants contained herein orin the Mortgage shall be cumulative and concurrent, and may be pursuedsingularly, successively, or together at the sole discretion of Payee, and maybe exercised as often as occasion therefor shall occur; and the failure toexercise any such right or remedy shall in no event be construed as a waiver orrelease thereof.

 

To the extent permittedunder applicable law, Maker hereby waives and releases all errors, defects andimperfections in any proceedings instituted by Payee under the terms of thisNote, or of the Loan Documents, as well as all benefit that might accrue toMaker by virtue of any present or future laws exempting the Mortgaged Property,or any other property, real or personal, or any part of the proceeds arisingfrom any sale of any such property from attachment, levy, or sale underexecution, or providing for any stay of execution, exemption from civilprocess, or extension of time for payment; and Maker agrees that any realestate that may be levied upon pursuant to a judgment obtained by virtuehereof, on any writ of execution issued thereon may be sold upon any such writin whole or in part in any order desired by Payee.

 

Maker and all endorsers,sureties and guarantors hereby jointly and severally waive presentment forpayment, demand, notice of demand, notice of nonpayment or dishonor, protestand notice of protest of this Note, and all other notices in connection withthe delivery, acceptance, performance, default, or enforcement of the paymentof this Note, unless specifically required herein or in the Loan Documents, andthey agree that the liability of each of them shall be unconditional, withoutregard to the liability of any other party, and shall not be affected in anymanner by any indulgence, extension of time, renewal, waiver or modificationgranted or consented to by Payee.  Makerand all endorsers, sureties, and guarantors consent to any and all extensionsof time, renewals, waivers or modifications that may be granted by Payee withrespect to the payment or other provisions of this Note, and to the release ofthe collateral or any part thereof, with or without substitution and agree thatadditional makers, endorsers, guarantors, or sureties may become parties heretowithout notice to them or affecting their liability hereunder.

 

Payee shall not bedeemed, by any act of omission or commission, to have waived any of its rightsor remedies hereunder unless such waiver is in writing and signed by Payee, andthen only to the extent specifically set forth in the writing.  A waiver on one event shall not be construedas continuing or as a bar to or waiver of any right or remedy to a subsequentevent.

 

If any term or provisionof this Note or the application thereof to any person, property or circumstanceshall to any extent be invalid or unenforceable as to the remainder of thisNote, then the application of such term or provision to persons, properties andcircumstances other than those as to which it is invalid or unenforceable,shall not be affected thereby, and each term and provision of this Note shallbe valid and enforceable to the fullest extent permitted by law.

 

5

----

 

Notwithstanding anythingto the contrary contained in this Note or in the Loan Documents, the effectiverate of interest on the obligation evidenced by this Note shall not exceed thelawful maximum rate of interest permitted to be paid.  Without limiting the generality of the foregoing,if the interest charged under this Note results in an effective rate ofinterest higher than that lawfully permitted to be paid, then such chargesshall be reduced by the sum sufficient to result in an effective rate ofinterest no greater than the maximum effective rate of interest permitted bylaw and any amount that would exceed the highest lawful rate already receivedand held by the Payee shall be applied to a reduction of principal (withoutpremium or penalty) and not to the payment of interest.

 

Part of the considerationfor the loan evidenced by this Note is that the loan (i) is and shall be deemedmade under, governed by and construed and enforced in accordance with theinternal law of the Commonwealth of Pennsylvania, except to the extent that theprocedural laws of the State of New York shall apply to any action commenced byPayee in pursuit of its remedies hereunder or otherwise, as applicable, and(ii) is and shall be enforceable only in the State Courts of said Commonwealthwith an action commenced in the Court of Common Pleas of Allegheny County,and/or in the Federal Courts of said Commonwealth with an action commenced inthe United States District Court for the Western District of Pennsylvania,except to the extent that any action commenced by Payee in pursuit of itsremedies hereunder or otherwise, shall be enforceable in the State Courtsand/or Federal Courts of the State of New York, at Payee’s solediscretion.  Maker hereby waives anyclaim that Pittsburgh, Pennsylvania is an inconvenient forum and any claim thatany action or proceeding arising out of or relating to this Note and commencedin the aforesaid Courts lacks proper venue.

 

Whenever used, thesingular number shall include the plural, the plural the singular, the use ofany gender shall be applicable to all genders, thewords “Payee” and “Maker” shall be deemed to include the respective successorsand assigns of Payee and Maker.

 

The captions precedingthe text of the paragraphs or subparagraphs of this Note are inserted only forconvenience of reference and shall not constitute a part of this Note, norshall they in any way affect its meaning, construction or effect.

 

**[SIGNATURESON FOLLOWING PAGE]**

 

6

----

 

IN WITNESS WHEREOF, thisNote has been duly signed and delivered by the undersigned at the place and asof the day and year first above written.

 
|        |   | INLAND WESTERN CORAM  PLAZA, L.L.C.,  a Delaware limited liability company |
|-------------|--------|----------------------------------------------------------------------------|
|        |   |                                                                       |   |
| WITNESS:    |   | By:                                                                        | INLAND WESTERN RETAIL  REAL  ESTATE TRUST, INC., a Maryland  corporation and its sole member |
|        |   |                                                                       |   |
|        |   |                                                                       |   |
| [ILLEGIBLE] |   |                                                                       | By: |   | /s/ Valerie Medina |
|        |   |                                                                       | Name: |   | Valerie Medina |
|        |   |                                                                       | Title: |   | Asst. Secretary |
|             |        |                                                                            |  |  |  |  |  |

 

7

----

 

| STATE OF ILLINOIS | )                      |
|-------------------|------------------------|
|              | )   SS: |
| COUNTY OF DUPAGE  | )                      |

 

On this 21stday of December, A.D., 2004, before me, a Notary Public in and for said State,the undersigned officer, personally appeared Valerie Medina, the Asst.Secretary of **INLAND WESTERN RETAIL REALESTATE TRUST, INC.,**a Maryland corporation and the sole member of **INLAND WESTERN CORAM PLAZA, L.L.C.,**aDelaware limited liability company, personally known to me, or proved to me onthe basis of satisfactory evidence, to be the person whose name is subscribedto the within instrument and acknowledged that he as such officer, beingauthorized to do so, executed the foregoing instrument as the Asst. Secretaryof **INLAND WESTERN RETAIL REAL ESTATE TRUST,INC.,**in its capacity as the sole member of **INLAND WESTERN CORAM PLAZA, L.L.C.,**for thepurposes therein contained, and that by his signature on the instrument, **INLAND WESTERN CORAM PLAZA,****L.L.C.** executed the instrument.

 

IN WITNESS WHEREOF, Ihereunto set my hand and official seal.

 
|   | /s/ Elizabeth Ann  Irving |          |
|--------|---------------------------|---------------|
|   |                      | Notary Public |
|        |                           |               |  |

 

| MY COMMISSION EXPIRES: | OFFICIAL SEAL  ELIZABETH ANN IRVING  NOTARY PUBLIC, STATE OF ILLINOIS  MY COMMISSION EXPIRES 11-14-2008 |   |
|------------------------|---------------------------------------------------------------------------------------------------------|--------|

 

----