**Exhibit 10.467**

 

Florida documentary stamp tax inthe amount of $130,095.00 has been affixed to the recorded instrument securingthis promissory note pursuant to Section 201.08, Florida Statutes

 

LOAN TERMS TABLE

 
| Note Date: December 16, 2004                                                                      | MERS No.:  8000101-0000000572-7       |
|---------------------------------------------------------------------------------------------------|--------------------------------------------|
| Borrower: **INLAND****WESTERN PLANTATION EXPRESS, L.L.C.**, a  Delaware limited liability company |
| Original Principal Amount:  **$37,170,000.00**                                                    | Loan No.: 58628                            |
| Initial Note Rate: **4.2675%**                                                                    | Servicing No.: 3190758                     |
| Revised Note Rate: As  defined in Article 2                                                       | Borrower’s TIN: 20-1907986            |
| Monthly Payment Amount: As  defined in Article l(a)                                               | Optional Prepayment Date:  January 1, 2010 |
| Lockout Period: From the  date hereof through and including December 31, 2006                     |
| Maturity Date: January 1,  2015                                                                   |

 

**PROMISSORY NOTE**

 

FOR VALUE RECEIVED Borrower, having itsprincipal place of business at 2901 Butterfield Road, Oak Brook, IL 60523,hereby unconditionally promises to pay to the order of **BANK OF AMERICA,****N.A.**,a national banking association, having an address at 214 North Tryon Street,Charlotte, North Carolina 28255 (**“Lender”**), the Original PrincipalAmount, in lawful money of the United States of America with interest thereonto be computed from the date of this Note at the Note Rate (as defined below),and to be paid in accordance with the terms set forth below. The Loan TermsTable set forth above is a part of this Note and all terms used in this Notewhich are defined in the Loan Terms Table shall have the meaning set forththerein. All capitalized terms not defined herein shall have the respectivemeanings set forth in that certain Loan Agreement dated the date hereof betweenLender and Borrower (the **“Loan Agreement”**).

 

**Article 1 –****PAYMENT****TERMS;****MANNER****OF PAYMENT**

 

(a)                                  Borrower hereby agrees to pay sums due underthis Note as follows: an initial payment is due on the Closing Date forinterest from the Closing Date through and including the last day of thecalendar month in which the Closing Date occurs; and thereafter, except as maybe adjusted in accordance with the last sentence of Section l(b), consecutivemonthly installments of interest only in an amount calculated in accordancewith Article 2 below (such amount, the **“MonthlyPayment Amount”**) shallbe payable pursuant to the terms hereof on the first (1st) day of each monthbeginning on February 1, 2005 (each such date through and including theMaturity Date, a **“Scheduled Payment Date”**) until theentire indebtedness evidenced hereby is fully paid, except that any remainingindebtedness, if not sooner paid, shall be due and payable on the MaturityDate. In addition to the foregoing, commencing on the Optional Prepayment Dateand continuing on each Scheduled Payment Date thereafter, Borrower herebyagrees to pay all Excess Cash (as defined in the Loan Agreement) until theprincipal amount of this Note is paid in full, provided, however, the entireDebt, including all Accrued Interest (defined below), shall be due on theMaturity Date.

 

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(b)                                  Each payment by Borrower hereunder shall bemade to P.O. Box 65585, Charlotte, NC 28265-0585, or at such other place asLender may designate from time to time in writing. Whenever any paymenthereunder shall be stated to be due on a day which is not a Business Day, suchpayment shall be made on the first Business Day preceding such scheduled duedate. All payments made by Borrower hereunder or under the other Loan Documentsshall be made irrespective of, and without any deduction for, any setoff,defense or counterclaims.

 

(c)                                   Provided no Event of Default has occurred,(i) each Monthly Payment Amount made as scheduled on this Note shall be appliedfirst to the payment of interest computed at the Initial Note Rate, and thebalance toward the reduction of the principal amount of this Note, and (ii)each payment of Excess Cash made as required on this Note shall be appliedfirst to the reduction of the principal amount of this Note until paid in full,and the balance to Accrued Interest until paid in full. All voluntary andinvoluntary prepayments on this Note shall be applied, to the extent thereof,to accrued but unpaid interest on the amount prepaid, to the remainingPrincipal Amount, and any other sums due and unpaid to the Lender in connectionwith the Loan, in such manner and order as Lender may elect in its sole andabsolute discretion, including, but not limited to, application to principalinstallments in inverse order of maturity. Following the occurrence of an Eventof Default, any payment made on this Note shall be applied to accrued butunpaid interest, late charges, accrued fees, the unpaid principal amount of thisNote, and any other sums due and unpaid to Lender in connection with the Loan,in such manner and order as Lender may elect in its sole and absolutediscretion.

 

(d)                                  Remittances in payment of any part of theindebtedness other than in the required amount in immediately available U.S.funds shall not, regardless of any receipt or credit issued therefor,constitute payment until the required amount is actually received by the holderhereof in immediately available U.S. funds and shall be made and acceptedsubject to the condition that any check or draft may be handled for collectionin accordance with the practices of the collecting bank or banks.

 

**Article 2 - INTEREST**

 

The Loan shallbear interest at a fixed rate per annum equal to the Note Rate. The **“Note Rate”** shall mean (a) from the date of this Notethrough but excluding the Optional Prepayment Date, the Initial Note Rate, and(b) from and after the Optional Prepayment Date through and including the datethis Note is paid in full, the Revised Note Rate. The **“RevisedNote Rate”** shall mean a rate per annum equal to the sum of (x) twopercent (2.00%)**and (y) the greater of (i) theInitial Note Rate and (ii) the sum of the Treasury Rate plus five percent(5.00%). The **“Treasury Rate”** shall mean theyield per annum calculated by the linear interpolation of yields, as reportedin the Federal Reserve Statistical Release H.I5 – Selected Interest Rates underthe heading “US government securities” and the subheading “Treasury constantmaturities” for the week ending prior to the Optional Prepayment Date, of U.S.Treasury constant maturities with maturity dates (one longer and one shorter)most nearly approximating the Maturity Date. In the event H.15 is no longerpublished, Lender in its reasonable discretion shall select a comparablepublication to determine the Treasury Rate. From and after the OptionalPrepayment Date, interest in excess of the Initial Note Rate shall accrue and beadded to the Debt and shall earn interest at the Revised Note Rate to theextent permitted by applicable law (**“Accrued Interest”**).Interest shall be computed on the basis of a three hundred sixty (360) day yearconsisting of

 

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twelve (12) months of thirty (30) days each. Except as otherwise setforth herein or in the other Loan Documents, interest shall be paid in arrears.

 

**Article 3 - DEFAULT AND ACCELERATION**

 

TheDebt shall without notice become immediately due and payable at the option ofLender if any payment required in this Note is not paid prior to the tenth (10th)day following the date when due or if not paid on the Maturity Date or on thehappening of any other Event of Default.

 

**Article 4 - PAYMENTS AFTER DEFAULT**

 

Uponthe occurrence and during the continuance of an Event of Default, interest onthe outstanding principal balance of the Loan and, to the extent permitted bylaw, overdue interest and other amounts due in respect of the Loan shall accrueat a rate per annum equal to the lesser of (a) the maximum rate permitted byapplicable law, or (b) four percent (4%) above the Note Rate (such rate, the **“Default Rate”**). Interest at the Default Rate shall be computed from theoccurrence of the Event of Default until the earlier of (i) the actual receiptand collection of the Debt (or that portion thereof that is then due) and (ii)the cure of such Event of Default. To the extent permitted by applicable law,interest at the Default Rate shall be added to the Debt, shall itself accrueinterest at the same rate as the Loan and shall be secured by the SecurityInstrument. This Article shall not be construed as an agreement or privilege toextend the date of the payment of the Debt, nor as a waiver of any other rightor remedy accruing to Lender by reason of the occurrence of any Event ofDefault; the acceptance of any payment from Borrower shall not be deemed tocure or constitute a waiver of any Event of Default; and Lender retains itsrights under this Note, the Loan Agreement and the other Loan Documents toaccelerate and to continue to demand payment of the Debt upon the happening ofand during the continuance any Event of Default, despite any payment byBorrower to Lender.

 

**Article 5 - PREPAYMENT**

 

Exceptas otherwise expressly permitted by this Article 5, no voluntary prepayments,whether in whole or in part, of the Loan or any other amount at any time dueand owing under this Note can be made by Borrower or any other Person withoutthe express written consent of Lender.

 

(a)                                  Lockout Period. Borrower shall have no right to make, andLender shall have no obligation to accept, any voluntary prepayment, whether inwhole or in part, of the Loan, or any other amount under this Note or the otherLoan Documents, at any time during the Lockout Period. At any time followingthe expiration of the Lockout Period, the principal balance of this Note may bevoluntarily prepaid in whole, but not in part, upon the satisfaction of thefollowing conditions:

 

(i)                                     no Default shall exist under any of the LoanDocuments;

 

(ii)                                  not less than sixty (60) (but not more thanninety (90)) days prior written, notice shall be given to Lender specifying adate on which the prepayment shall occur such date being a Scheduled PaymentDate (the “Prepayment Date”);

 

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(iii)                               Borrower has paid to Lender all accrued andunpaid interest on the Loan through and including the Prepayment Date togetherwith all other sums due under this Note and the other Loan Documents; and

 

(iv)                              Borrower has paid to Lender a prepaymentpremium in an amount equal to Yield Maintenance (as defined and calculated inaccordance with Section 5(b) below); provided, however, that inthe event of a voluntary prepayment made by Borrower within sixty (60) days ofthe Optional Prepayment Date, there shall be no prepayment premium required tobe paid by Borrower.

 

(b)                                 Involuntary Prepayment. In the event of any involuntary prepaymentof the Loan or any other amount under this Note, whether in whole or in part,in connection with or following Lender’s acceleration of this Note orotherwise, and whether the Security Instrument is satisfied or released byforeclosure (whether by power of sale or judicial proceeding), deed in lieu offoreclosure or by any other means, including, without limitation, repayment ofthe Loan by Borrower or any other Person pursuant to any statutory or commonlaw right of redemption, Borrower shall pay any portion of the principalbalance of the Loan prepaid (together with all interest accrued and unpaid thereonand, in the event the prepayment is made on a date other than a ScheduledPayment Date, a sum equal to the amount of interest which would have accruedunder this Note on the amount of such prepayment if such prepayment hadoccurred on the next Scheduled Payment Date).

 

As used herein, “Yield Maintenance” means aprepayment premium in an amount equal to the greater of equal to the greater of(i) 1% of the portion of the Loan being prepaid, and (ii) the present value asof the Prepayment Calculation Date of a series of monthly payments over theremaining term of the Loan through and including the Optional Prepayment Dateeach equal to the amount of interest which would be due on the portion of theLoan being prepaid assuming a per annum interest rate equal to the excess ofthe Note Rate over the Reinvestment Yield, and discounted at the ReinvestmentYield. As used herein, “Reinvestment Yield” means the yield calculated by thelinear interpolation of the yields, as reported in the Federal ReserveStatistical Release H.15-Selected Interest Rates under the heading “U.S.government securities” and the sub-heading “Treasury constant maturities” forthe week ending prior to the Prepayment Calculation Date, of the U.S. Treasuryconstant maturities with maturity dates (one longer and one equal to orshorter) most nearly approximating the Optional Prepayment Date, and convertedto a monthly compounded nominal yield. In the event Release H.I5 is no longerpublished, Lender shall select a comparable publication to determine theReinvestment Yield. The “Prepayment Calculation Date” shall mean, asapplicable, the date on which (i) Lender applies any prepayment to thereduction of the outstanding principal amount of this Note, (ii) Lenderaccelerates the Loan, in the case of a prepayment resulting from acceleration,or (iii) Lender applies funds held under any Reserve Account, in the case of aprepayment resulting from such an application (other than in connection withacceleration of the Loan).

 

(c)                                  Insurance Proceeds and Awards; Excessinterest. Notwithstandingany other provision herein to the contrary, and provided no Default exists,Borrower shall not be required to pay any prepayment premium in connection withany prepayment occurring solely as a result of (i) the application of InsuranceProceeds or Awards pursuant to the terms of the Loan

 

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Documents, or (ii) theapplication of any interest in excess of the maximum rate permitted byapplicable law to the reduction of the Loan.

 

(d)                                 Open Prepayment Period. Borrower may voluntarily prepay (withoutpremium) this Note on a Scheduled Payment Date (i) in whole (but not in part)during the sixty (60) days prior to the Optional Prepayment Date, and (ii) inwhole or in part from the Optional Prepayment Date through and including thedate this Note is paid in full, in each case, upon giving Lender at least sixty(60) days (but not more than ninety (90) days) prior written notice. Lendershall accept a prepayment pursuant to this Section 5(d) on a day other than aScheduled Payment Date provided that, in addition to payment of the fulloutstanding principal balance of this Note, Borrower pays to Lender a sum equalto the amount of interest which would have accrued on this Note if suchprepayment occurred on the next Scheduled Payment Date.

 

(e)                                  Limitation on Partial Prepayments. In no event shall Lender have anyobligation to accept a partial prepayment.

 

**Article 6 - SECURITY**

 

This Note is secured by the SecurityInstrument and the other Loan Documents. All of the terms, covenants andconditions contained in the Loan Agreement, the Security Instrument and theother Loan Documents are hereby made part of this Note to the same extent andwith the same force as if they were fully set forth herein.

 

**Article 7 - USURY****SAVINGS**

 

This Note is subject to the express conditionthat at no time shall Borrower be obligated or required to pay interest on theprincipal balance of the Loan at a rate which could subject Lender to eithercivil or criminal liability as a result of being in excess of the maximum non-seriousinterest rate, if any, that at any time or from time to time may be contractedfor, taken, reserved, charged or received on the indebtedness evidenced by thisNote and as provided for herein or in the other Loan Documents, under the lawsof such state or states whose laws are held by any court of competentjurisdiction to govern the interest rate provisions of the Loan (such rate, the**“Maximum Legal****Rate”**), If, by the terms of this Note or the other LoanDocuments, Borrower is at any time required or obligated to pay interest on theprincipal balance due hereunder at a rate in excess of the Maximum Legal Rate,the Note Rate or the Default Rate, as the case may be, shall be deemed to be immediatelyreduced to the Maximum Legal Rate and all previous payments in excess of theMaximum Legal Rate shall be deemed to have been payments in reduction ofprincipal and not on account of the interest due hereunder. All sums paid oragreed to be paid to Lender for the use, forbearance, or detention of the sumsdue under the Loan, shall, to the extent permitted by applicable law, beamortized, prorated, allocated, and spread throughout the full stated term ofthe Loan until payment in full so that the rate or amount of interest onaccount of the Loan does not exceed the Maximum Legal Rate of interest fromtime to time in effect and applicable to the Loan for so long as the Loan isoutstanding.

 

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**Article 8 - LATE PAYMENT CHARGE**

 

If any principal or interest payment is notpaid by Borrower before the tenth (10th) day after the date the same is due (orsuch greater period, if any, required by applicable law), Borrower shall pay toLender upon demand an amount equal to the lesser of four percent (4%) of suchunpaid sum or the maximum amount permitted by applicable law in order to defraythe expense incurred by Lender in handling and processing such delinquentpayment and to compensate Lender for the loss of the use of such delinquentpayment, provided however, Borrower shall not be required to pay Lender a latecharge in connection with the final payment under the loan. Any such amountshall be secured by the Security Instrument and the other Loan Documents to theextent permitted by applicable law.

 

**Article 9 - NO ORAL CHANGE**

 

This Note may not be modified, amended,waived, extended, changed, discharged or terminated orally or by any act orfailure to act on the part of Borrower or Lender, but only by an agreement inwriting signed by the party against whom enforcement of any modification,amendment, waiver, extension, change, discharge or termination is sought.

 

**Article 10 - WAIVERS**

 

**BORROWERAND ALL OTHERS WHO MAY BECOME LIABLE FOR THE****PAYMENT****OF ALL OR****ANY****PART OF THE DEBT DO HEREBYSEVERALLY WAIVE****PRESENTMENT****ANDDEMAND FOR****PAYMENT,****NOTICEOF DISHONOR, NOTICE OF INTENTION TO ACCELERATE, NOTICE OF ACCELERATION, PROTESTAND NOTICE OF PROTEST AND NON-PAYMENT AND ALL OTHER NOTICES OF ANY KIND EXCEPTAS PROVIDED IN THE LOAN AGREEMENT. NO RELEASE OF ANY SECURITY FOR THE DEBT OREXTENSION OF TIME FOR PAYMENT OF THIS NOTE OR****ANY INSTALLMENT****HEREOF, AND NO ALTERATION,****AMENDMENT****OR WAIVER OF ANY PROVISION OF THIS NOTE, THE LOAN AGREEMENTOR THE OTHER LOAN DOCUMENTS MADE BY AGREEMENT BETWEEN LENDER OR ANY OTHERPERSON SHALL RELEASE, MODIFY,****AMEND,****WAIVE,EXTEND, CHANGE, DISCHARGE, TERMINATE OR AFFECT THE LIABILITY OF BORROWER,****AND ANY****OTHER PERSON WHO MAY BECOMELIABLE FOR THE PAYMENT OF ALL OR ANY PART OF THE DEBT, UNDER THIS NOTE, THELOAN****AGREEMENT****OR THE OTHER LOAN DOCUMENTS.NO NOTICE TO OR DEMAND ON BORROWER SHALL BE DEEMED TO BE A WAIVER OF THEOBLIGATION OF BORROWER OR OF THE RIGHT OF LENDER TO TAKE FURTHER ACTION WITHOUTFURTHER NOTICE OR DEMAND AS PROVIDED FOR IN THIS NOTE, THE LOAN AGREEMENT ORTHE OTHER LOAN DOCUMENTS. IF BORROWER IS A LIMITED LIABILITY COMPANY, THEAGREEMENTS HEREIN CONTAINED SHALL REMAIN IN FORCE AND BE APPLICABLE,NOTWITHSTANDING ANY CHANGES IN THE INDIVIDUALS COMPRISING THE LIMITED LIABILITYCOMPANY, AND THE TERM “BORROWER,” AS USED HEREIN, SHALL INCLUDE ANY ALTERNATEOR SUCCESSOR LIMITED LIABILITY COMPANY, BUT ANY PREDECESSOR LIMITED LIABILITYCOMPANY AND ITS MEMBERS SHALL NOT THEREBY BE RELEASED FROM ANY LIABILITY. IFBORROWER IS A PARTNERSHIP, THE AGREEMENTS HEREIN CONTAINED SHALL REMAIN INFORCE AND BE**

 

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**APPLICABLE, NOTWITHSTANDING ANY CHANGES IN THEINDIVIDUALS COMPRISING THE PARTNERSHIP, AND THE TERM “BORROWER,” AS USEDHEREIN, SHALL INCLUDE ANY ALTERNATE OR SUCCESSOR PARTNERSHIP, BUT ANYPREDECESSOR PARTNERSHIP AND THEIR PARTNERS SHALL NOT THEREBY BE RELEASED FROMANY LIABILITY. IF BORROWER IS A CORPORATION, THE AGREEMENTS CONTAINED HEREINSHALL REMAIN IN FULL FORCE AND BE APPLICABLE NOTWITHSTANDING ANY CHANGES IN THESHAREHOLDERS COMPRISING, OR THE OFFICERS AND DIRECTORS RELATING TO, THECORPORATION, AND THE TERM “BORROWER” AS USED HEREIN, SHALL INCLUDE ANYALTERNATIVE OR SUCCESSOR CORPORATION, BUT ANY PREDECESSOR CORPORATION SHALL NOTBE RELIEVED OF LIABILITY HEREUNDER. (NOTHING IN THE FOREGOING SENTENCE SHALL BECONSTRUED AS A CONSENT TO, OR A WAIVER OF, ANY PROHIBITION OR RESTRICTION ONTRANSFERS OF INTERESTS IN SUCH BORROWING ENTITY WHICH MAY BE SET FORTH IN THELOAN AGREEMENT, THE MORTGAGE OR ANY OTHER LOAN DOCUMENTS.) IF BORROWER CONSISTSOF MORE THAN ONE PERSON OR PARTY, THE OBLIGATIONS AND LIABILITIES OF EACHPERSON OR PARTY SHALL BE JOINT AND SEVERAL.**

 

**Article 11 - TRIAL BY JURY**

 

**BORROWERAND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLEOF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENTTHAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, ORANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THISWAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWERAND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACHISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OFLENDER AND BORROWER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH INANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER AND LENDER.**

 

**Article 12 - TRANSFER**

 

Upon the transfer of this Note, Borrowerhereby waiving notice of any such transfer, Lender may deliver all thecollateral mortgaged, granted, pledged or assigned pursuant to the LoanDocuments, or any part thereof, to the transferee who shall thereupon becomevested with all the rights herein or under applicable law given to Lender with respectthereto, and Lender shall thereafter forever be relieved and fully dischargedfrom any liability or responsibility in the matter arising from eventsthereafter occurring; but Lender shall retain all rights hereby given to itwith respect to any liabilities and the collateral not so transferred.

 

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**Article 13 - EXCULPATION**

 

The provisions of Article 15 of the LoanAgreement are hereby incorporated by reference into this Note to the sameextent and with the same force as if fully set forth herein.

 

**Article 14 - GOVERNING LAW**

 

This Note shall in all respects be governed,construed, applied and enforced in accordance with the laws of the state inwhich the Property is located and any applicable federal laws of the UnitedStates of America.

 

**Article 15 - NOTICES**

 

All notices or other written communicationshereunder shall be delivered in accordance with Article 16 of the LoanAgreement.

 

**Article16 - TAXPAYER IDENTIFICATION NUMBER**

 

This Note provides for the Borrower’s federaltaxpayer identification number to be inserted in the Loan Terms Table on thefirst page of this Note. If such number is not available at the time ofexecution of this Note or is not inserted by the Borrower, the Borrower herebyauthorizes and directs the Lender to fill in such number on the first page ofthis Note when the Borrower provides to Lender, advises the Lender of, or theLender otherwise obtains, such number.

 

**Article 17 - ATTORNEYS’****FEES**

 

Any provisions in this Note or elsewhere inthe Loan Documents providing for the payment of “attorneys’ fees,” “reasonableattorneys’ fees” or words of similar import, shall mean actual attorneys’ feesand paralegal fees incurred based upon the usual and customary fees or hourlyrates of the attorneys and paralegals involved without giving effect to anystatutory presumption that may then be in effect.

 

**[NO****FURTHER TEXT ON****THIS PAGE]**

 

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IN WITNESS WHEREOF, Borrower has duly executed thisNote as of the day and year first above written.

 

 
|   | INLAND WESTERN PLANTATION  EXPRESS,  L.L.C., a Delaware limited liability company |
|--------|-----------------------------------------------------------------------------------|
|   |                                                                              |
|   | By:                                                                               | Inland Western Retail Real  Estate Trust,  Inc., a Maryland corporation, its sole  member |
|   |                                                                              |   |
|   |                                                                              |
|   |                                                                              | By: |   /s/ Debra A. Palmer |
|   |                                                                              | Name: |   | Debra A. Palmer |
|   |                                                                              | Its: |   | Asst. Sec. |
|        |                                                                                   |  |  |  |  |  |  |

 

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