**Exhibit 10.425**

 

PROMISSORY NOTE

 

DEFINED TERMS

 
| **Execution  Date:** December 7*,*2004                                                                                                                                                                                                                                                                                                                     | **City  and State of Signing:** Oak Brook, Illinois                                                                                                                                                                                                                                                                                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                               |
| **Loan  Amount:**                                                                                                                                                                                                                                                                                                                                               | Ten Million and  No/100 Dollars ($10,000,000.00)                                                                                                                                                                                                                                                                                                   | **Interest  Rate:**  4.3% per annum |
|                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                               |
| **Borrower:** Inland Western Denton Crossing Limited  Partnership, an Illinois limited partnership                                                                                                                                                                                                                                                              |
| ** **                                                                                                                                                                                                                                                                                                                                                      |
| **Borrower’s  Address:**                                                                                                                                                                                                                                                                                                                                   | 2901 Butterfield  Road   Oak Brook, Illinois 60523                                                                                                                                                                                                                                                                                                 |
| ** **                                                                                                                                                                                                                                                                                                                                                      |
| **Holder:** METLIFE BANK, N.A.                                                                                                                                                                                                                                                                                                                                  |
| ** **                                                                                                                                                                                                                                                                                                                                                      |
| **Holder’s  Address:**                                                                                                                                                                                                                                                                                                                                     | c/o  Metropolitan Life Insurance Company   10 Park Avenue   Morristown, New Jersey 07960   Attention: Senior Vice President   Real Estate Investments

 

and:

 

Metropolitan  Life Insurance Company   Two Lincoln Centre   5420 LBJ Freeway, Suite 1310   Dallas, Texas 75240   Attention: Director and OIC, Real Estate Investments |
| ** **                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                               |
| **Maturity  Date:** January 1,  2010                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                               | **Advance  Date:** The date  funds arc disbursed to Borrower. |
| ** **                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                               | ** ** |
| **Monthly  Installment:**  Monthly installments of interest only at the Interest Rate (which monthly payments  shall each be in the amount of $35,833.33)                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                               | **Permitted  Prepayment Period:**    During the 90 day period prior to the  Maturity Date, Borrower may prepay the Loan without a Prepayment Fee on 30  days prior written notice. In addition, commencing on the first day of the  full 31st month following the Advance Date, Borrower may prepay  the Loan with a Prepayment Fee on 30 days prior written notice to Holder. |
|                                                                                                                                                                                                                                                                                                                                                            |
| **Liable Parties:** Inland Western Retail Real Estate, Inc. 

 

**Addresses  of Liable Parties:**  2901 Butterfield Road, Oak Brook, Illinois 60523                                                                                                                                                                                                       |
| ** **                                                                                                                                                                                                                                                                                                                                                      |
| **Late  Charge:** An  amount equal to four cents ($.04) for each dollar that is overdue, subject,  however, to the limitations contained in Section 7 hereof, and provided,  however, the balloon payment at the Maturity Date shall not be subject to a  Late Charge.**Default Rate:** An annual rate equal to  the Interest Rate plus four percent (4%). |
|                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                    |  |  |  |

 

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**Note:** This Promissory Note, Other Note: Promissory Note ofeven date in the amount of $25,200,000.00 executed by Borrower to the order of MetropolitanLife Insurance Company. Deed of Trust: Deed of Trust, Security Agreement, andFixture Filing dated as of the Execution Date granted by Borrower to theTrustee named in the Deed of Trust for the benefit of Metropolitan Lifeinsurance Company and MetLife Bank, N.A. Loan Documents: This Note, the OtherNote, the Deed of Trust and any other documents related to this Note, the OtherNote and/or the Deed of Trust and all renewals, amendments, modifications,restatements and extensions of these documents. Guaranty: Guaranty dated as ofthe Execution Date and executed by Liable Parties. Indemnity Agreement:Unsecured Indemnity Agreement dated as of the Execution Date and executed byBorrower in favor of Metropolitan Life Insurance Company and MetLife Bank, N.A.The Unsecured Indemnity Agreement and Guaranty are not Loan Documents and shallsurvive repayment of the Loan or other termination of the Loan Documents. Loan:The Loan evidenced by this Note. Other Loan: The Loan evidenced by the OtherNote.

 

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

 

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

 

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

 

(a)                                  Commencing on the first day of the secondcalendar month following the Advance Date (assuming stub interest for the monthof closing of the Loan is paid on the Execution Date) and on the first day ofeach calendar month thereafter, to and including the first day of the calendarmonth immediately preceding the Maturity Date, Borrower shall pay the MonthlyInstallment; and

 

(b)                                 On the Maturity Date, a final payment inthe aggregate amount of the unpaid principal sum evidenced by this Note, allaccrued and unpaid interest, and all other sums evidenced by this Note orsecured by the Deed of Trust and/or any other Loan Documents as well as anyfuture advances under the Deed of Trust that may be made to or on behalf ofBorrower by Holder following the Advance Date (collectively, the “**Secured Indebtedness**”), shall become immediately payable infull.

 

Borrower acknowledges and agrees that a substantialportion of the original Loan Amount may be outstanding and due on the MaturityDate.

 

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 theAdvance 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 onthe last day of the month in which the Advance Date occurs shall be calculatedon the basis of the actual number of days elapsed over a 365 day or 366 dayyear, as applicable, and (ii) if the Maturity Date occurs on a date other thanthe last day of the month, interest payable for the period commencing on thefirst day of the month in which the Maturity Date occurs and ending on theMaturity Date shall he calculated on the basis of the actual number of dayselapsed over a 365 day or 366 day year, as applicable.

 

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

 

3.                                       Security. The covenants of the Deed of Trust are incorporatedby reference into this Note. This Note shall evidence, and the Deed of Trustshall secure the Secured Indebtedness and the Secured Indebtedness (as definedin the Other Note) under the Other Note.

 

4.                                          Late Charge. If any payment of interest, any paymentof a Monthly Installment or any payment of a required escrow deposit is notpaid within 7 days of the due date, Holder shall have the option to chargeBorrower the Late Charge. The Late Charge is for the purpose of defraying theexpenses incurred in connection with

 

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handlingand processing delinquent payments and is payable in addition to any otherremedy Holder may have. Unpaid Late Charges shall become part of the Secured Indebtednessand shall be added to any subsequent payments due under the Loan Documents.

 

5.                                       Acceleration Upon Default. At the option of Holder, if Borrowerfails to pay any sum specified in this Note within 7 days of the due date, orif an Event of Default occurs, the Secured Indebtedness, and all other sumsevidenced and/or secured by the Loan Documents, including without limitationany applicable prepayment fees (collectively, the “**AcceleratedLoan Amount**”) shall become immediately due and payable.

 

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

 

7.                                       Limitation on Interest.

 

(a)                                  Sayings Clause. It is expressly stipulated and agreedto be the intent of Borrower and Holder at all times to comply strictly withthe applicable Texas law governing the maximum rate or amount of interestpayable on this Note or the Related Indebtedness (as herein defined) (orapplicable United States federal law to the extent that it permits Holder tocontract for, charge, take, reserve or receive a greater amount of interestthan under Texas law). If the applicable law is ever judicially interpreted soas to render usurious any amount (i) contracted for, charged, taken, reservedor received pursuant to this Note, any of the other Loan Documents or any othercommunication or writing by or between Borrower and Holder related to thetransaction or transactions that are the subject matter of the Loan Documents,(ii) contracted for, charged or received by reason of Holder’s exercise of theoption 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 anyvoluntary 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 inexcess of the Maximum Lawful Rate shall be automatically cancelled, abinitio, and all amounts in excess of the Maximum Lawful Rate theretoforecollected by Holder shall be credited on the principal balance of this Noteand/or the Related Indebtedness without payment of the Prepayment Fee (or, ifthis Note and all Related Indebtedness have been or would thereby be paid infull, refunded to Borrower), and the provisions of this Note and the other LoanDocuments immediately be deemed reformed and the amounts thereafter collectiblehereunder and thereunder reduced, without the necessity of the execution of anynew document, so as to comply with the applicable law, but so as to permit therecovery of the fullest amount otherwise called for hereunder and thereunder;provided, however, if this Note has been paid in full before the end of thestated term of this Note, then Borrower and Holder agree that Holder shall,with reasonable promptness after Holder discovers or is advised by Borrowerthat interest was received in an amount in excess of the Maximum Lawful Rate,either refund such excess interest to Borrower and/or credit such excessinterest against this Note and/or any Related Indebtedness then owing by Borrowerto Holder without payment of the Prepayment Fee, Borrower hereby agrees that asa condition precedent to any claim seeking usury penalties against Holder,Borrower will provide written notice to Holder, advising Holder in reasonabledetail 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 usuryviolation, if any, by either refunding such excess interest to Borrower orcrediting such excess interest against this Note and/or the RelatedIndebtedness then owing by Borrower to Holder without payment of the PrepaymentFee. 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 RelatedIndebtedness shall, to the extent permitted by applicable law, be amortized orspread, using the actuarial method, throughout the stated term of this Noteand/or the Related Indebtedness (including any and all renewal and extensionperiods) until payment in full so that the rate or amount of interest onaccount of this Note and/or the Related Indebtedness does not exceed theMaximum Lawful Rate from time to time in effect and applicable to this Noteand/or the Related Indebtedness for so long as debt is outstanding. In no eventshall the provisions of Chapter 346 of the Texas Finance Code (which regulatescertain revolving credit loan accounts and revolving triparty accounts) applyto this Note and/or the Related Indebtedness. Notwithstanding anything to thecontrary contained herein or in any of the other Loan Documents, it is not theintention of Holder to accelerate the maturity of any interest that has notaccrued at the time of such acceleration or to collect unearned interest at thetime of such acceleration.

 

(b)                                 Definitions. As used herein, the term “MaximumLawful Rate” shall mean the maximum lawful rate of interest which may becontracted for, charged, taken, received or reserved by Holder in accordancewith the applicable laws of the State of Texas (or applicable United Statesfederal 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), takinginto account all Charges (as herein defined) made in connection with the transactionevidenced 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

 

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any,contracted for, charged, received, taken or reserved by Holder in connectionwith the transactions relating to this Note and the other Loan Documents, whichare treated as interest under applicable law. As used herein, the term “RelatedIndebtedness” shall mean any and all debt paid or payable by Borrower toHolder pursuant to the Loan Documents or any other communication or writing byor between Borrower and Holder related to the transaction or transactions thatarc the subject matter of the Loan Documents, except such debt which has beenpaid or is payable by Borrower to Holder under this Note.

 

(c)                                  Ceiling Election. To the extent that Holder is relying onChapter ID of the Texas Credit Title to determine the Maximum Lawful Ratepayable on this Note and/or the Related Indebtedness, Holder will utilize theweekly ceiling from time to time in effect as provided in such Chapter ID, asamended. To the extent United States federal law permits Holder to contractfor, charge, take, receive or reserve a greater amount of interest than underTexas law, Holder will rely on United States federal law instead of suchChapter ID for the purpose of determining the Maximum Lawful Rate.Additionally, to the extent permitted by applicable law now or hereafter ineffect, Holder may, at its option and from time to time, utilize any othermethod of establishing the Maximum Lawful Rate under such Chapter ID or underother applicable law by giving notice, if required, to Borrower as provided byapplicable law now or hereafter in effect.

 

8.                                       Prepayment. Borrower shall not have the right to prepay all orany portion of the Loan Amount at any time during the term of this Note exceptas expressly set forth in the Defined Terms. If Borrower provides notice of itsintention to prepay, the Accelerated Loan Amount shall become due and payableon the date specified in the prepayment notice. In addition to the abovelimitations upon prepayment, this Note may not be prepaid without thesimultaneous prepayment of the Other Note in accordance with its terms.

 

9.                                       Prepayment Fee.

 

(a)                                  Any tender of payment by Borrower or anyother person or entity of the Secured Indebtedness, other than as expresslyprovided in the Loan Documents, shall constitute a prohibited prepayment. If aprepayment of all or any part of the Secured Indebtedness is made following (i)an Event of Default and an acceleration of the Maturity Date, or (ii) inconnection with a purchase of the Property or a repayment of the SecuredIndebtedness at any time before, during or after, a judicial or non-judicialforeclosure or sale of the Property, then to compensate Holder for the loss ofthe investment, Borrower shall pay an amount equal to the Prepayment Fee (ashereinafter defined).

 

(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 presentvalue of all remaining payments of principal and interest including theoutstanding principal due on the Maturity Date, discounted at the rate which,when compounded monthly, is equivalent to the Treasury Rate plus fifty basispoints (.5%) compounded semi-annually, and (y) is the amount of the principalthen outstanding, or (B) one percent (1%) of the amount of the principal beingprepaid.

 

(c)                                  The **“Treasury Rate”**shall be the annualized yield on securities issued by the United StatesTreasury having a maturity equal to the remaining stated term of this Note, asquoted in the Federal Reserve Statistical Release [H. 1*5*(519)]**underthe heading “U.S. Government Securities - Treasury Constant Maturities” for thedate on which prepayment is being made. If this rate is not available as of thedate of prepayment, the Treasury Rate shall be determined by interpolatingbetween the yield on securities of the next longer and next shorter maturity.If the Treasury Rate is no longer published, Holder shall select a comparablerate. Holder will, upon request, provide an estimate of the amount of thePrepayment Fee two weeks before the date of the scheduled prepayment.

 

(d)                                 The **“Prepayment Ratio”**shall be a fraction, the numerator of which shall be the amount of principalbeing prepaid, and the denominator of which shall be the principal thenoutstanding.

 

10.                                 Waiver of Right to Prepay Note WithoutPrepayment Fee.Borrower acknowledges that Holder has relied upon the anticipated investmentreturn under this Note in entering into transactions with, and in makingcommitments to, third parties and that the tender of any prohibited prepayment,shall, to the extent permitted by law, include the Prepayment Fee. Borroweragrees that the Prepayment Fee represents the reasonable estimate of Holder andBorrower of a fair average compensation for the loss that may be sustained byHolder as a result of a prohibited prepayment of this Note and it shall be paidwithout prejudice to the right of Holder to collect any other amounts providedto be paid under the Loan Documents.

 

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BORROWER EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVEUNDER TEXAS LAW TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE ORPENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (B) AGREESTHAT IF, FOR ANY REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWINGANY ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANYDEFAULT BY BORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANYTRANSFER, FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTEDBY THE DEED OF TRUST, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENTFEE SPECIFIED IN SECTION 9. BY EXECUTING THIS NOTE, BORROWER AGREES THATHOLDER’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SETFORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER ANDAGREEMENT.

 

11.                                Liability of Borrower. Upon the occurrence of an Event ofDefault, except as provided in this Section 11, Holder will look solely tothe Property and the security under the Loan Documents for the repayment of theLoan and will not enforce a deficiency judgment against Borrower. However,nothing contained in this section shall limit the rights of Holder toproceed against Borrower and the general partners of Borrower and/or the LiableParties, if any, (i) to enforce any Leases entered into by Borrower or itsaffiliates as tenant, guarantees, or other agreements entered into by Borrowerin a capacity other than as borrower or any policies of insurance; (ii) torecover damages for fraud, material misrepresentation, material breach ofwarranty or waste; (iii) to recover any Condemnation Proceeds or InsuranceProceeds or other similar funds which have been misapplied by Borrower orwhich, under the terms of the Loan Documents, should have been paid to Holder;(iv) to recover any tenant security deposits, tenant letter of credit or otherdeposits or fees paid to Borrower that are part of the collateral for the Loanor prepaid rents for a period of more than 30 days which have not beendelivered to Holder; (v) to recover Rents and Profits received by Borrowerafter the first day of the month in which an Event of Default occurs and priorto the date Holder acquires title to the Property which have not been appliedto the Loan or in accordance with the Loan Documents to operating andmaintenance expenses of the Property; (vi) to recover damages, costs andexpenses arising from, or in connection with Article VI of the Deed ofTrust pertaining to hazardous materials or the Indemnity Agreement; (vii) torecover all amounts due and payable pursuant to Sections 11.06 and 11.07 of theDeed of Trust and any amount expended by Holder in connection with theforeclosure of the Deed of Trust; (viii) to recover damages arising fromBorrower’s failure to comply with Section 8.01 of the Deed of Trustpertaining to ERlSA; and/or (ix) to recover any damages for Borrower’s failureto comply with Section 2.05 of the Deed of Trust pertaining to Premiumsand Impositions; and/or (x) to recover all amounts due and payable, or torecover any damages for Borrower’s failure to comply with, the provisions of Article XVof the Deed of Trust.

 

The limitation of liability set forth in this Section 11shall not apply and the Loan shall be fully recourse to Borrower and LiableParties (i) in the event that prior to the repayment of the SecuredIndebtedness, Borrower commences a voluntary bankruptcy or insolvencyproceeding or an involuntary bankruptcy or insolvency proceeding is commencedagainst Borrower and is not dismissed within 90 days of filing or (ii) torecover damages arising from Borrower’s failure to comply with Sections 10.02and ll.0l(g) of the Deed of Trust pertaining to subordinate financing andTransfers, respectively. In addition, this agreement shall not waive any rightswhich Holder would have under any provisions of the U.S. Bankruptcy Code tofile a claim for the full amount of the Secured Indebtedness or to require thatthe Property shall continue to secure all of the Secured Indebtedness.

 

12.                                Waiver by Borrower. Borrower and others who may becomeliable for the payment of all or any part of this Note, and each of them, waivediligence, demand, presentment for payment, notice of nonpayment, protest,notice of dishonor and notice of protest, notice of intent to accelerate andnotice of acceleration and specifically consent to and waive notice of anyamendments, modifications, renewals or extensions of this Note, including thegranting of extension of time for payment, whether made to or in favor ofBorrower or any other person or persons.

 

13.                                Exercise of Rights. No single or partial exercise byHolder, or delay or omission in the exercise by Holder, of any right or remedyunder the Loan Documents shall waive or limit the exercise of any such right orremedy. Holder shall at all times have the right to proceed against any portionof or interest in the Property in the manner that Holder may deem appropriate,without waiving any other rights or remedies. The release of any party underthis Note shall not operate to release any other party which is liable underthis Note and/or under the other Loan Documents or under the IndemnityAgreement.

 

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

 

15.                                No Amendments. This Note may not be modified oramended except in a writing executed by Borrower and Holder. No waivers shallbe effective unless they are set forth in a writing signed by the party whichis waiving a right. This Note and the other Loan Documents are the finalexpression of the lending relationship between Borrower.

 

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

 

17.                                Construction. The words “Borrower” and “Holder” shallbe deemed to include their respective heirs, representatives, successors andassigns, and shall denote the singular and/or plural, and the masculine and/orfeminine, and natural and/or artificial persons, as appropriate. The provisionsof this Note shall remain in full force and effect notwithstanding any changesin the shareholders, partners or members of Borrower. If more than one party isBorrower, the obligations of each party shall be joint and several. Thecaptions in this Note are inserted only for convenience of reference and do notexpand, limit or define the scope or intent of any section of this Note.

 

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

 

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

 

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

 

 

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

 
|   |   | INLAND WESTERN  DENTON CROSSING LIMITED                                                                       |
|--------|--------|---------------------------------------------------------------------------------------------------------------|
|   |   | PARTNERSHIP,                                                                                                  |
|   |   | an Illinois  limited partnership                                                                              |
|   |   |                                                                                                          |
|   | By:    | Inland Western  Denton Crossing GP, L.L.C.,   a Delaware limited liability company,  its sole general partner |
|   |   |                                                                                                          |
|   |   | By:                                                                                                           | Inland Western  Retail Real Estate Trust, Inc.,   a Maryland corporation,  its sole member |
|   |   |                                                                                                          |   |
|   |   |                                                                                                          |   |
|   |   |                                                                                                          | By: |  /s/ VALERIE MEDINA |   |
|   |   |                                                                                                          | Name: | VALERIE MEDINA |   |
|   |   |                                                                                                          | Title: | Assistant Secretary |   |
|        |        |                                                                                                               |  |  |  |  |  |  |  |

 

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